SECURITY
      AGREEMENT

     

    This
      SECURITY AGREEMENT (this "Agreement"),
      dated
      as of July 3, 2007, among the Grantors listed on the signature pages hereof
      and
      those additional entities that hereafter become parties hereto by executing
      the
      form of Supplement attached hereto as Annex
      1
      (collectively, jointly and severally, the "Grantors"
      and
      each, individually a "Grantor"),
      and
      WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as
      administrative agent for the Lender Group and the Bank Product Providers
      (together with its successors and assigns in such capacity, the "Agent").

     

    WITNESSETH:

     

    WHEREAS,
      pursuant to that certain Credit Agreement of even date herewith (as amended,
      restated, supplemented, renewed, extended, replaced or otherwise modified from
      time to time, including all schedules thereto, the "Credit
      Agreement")
      by and
      among Take-Two
      Interactive Software, Inc., a Delaware corporation ("Parent"),
      each
      of Parent's Subsidiaries identified on the signature pages thereof as Borrowers
      (such Subsidiaries, together with Parent, are referred to hereinafter each
      individually as a "Borrower",
      and
      individually and collectively, jointly and severally, as "Borrowers"),
      each
      of Parent's Subsidiaries identified on the signature pages thereof as Guarantors
      (such Subsidiaries are referred to hereinafter each individually as a
      "Guarantor",
      and
      individually and collectively, jointly and severally, as "Guarantors"),
      the
      lenders from time to time party thereto as "Lenders" ("Lenders"),
      and
      Agent,
      the
      Lender Group has agreed to make certain financial accommodations available
      to
      Borrowers from time to time pursuant to the terms and conditions thereof;
      and

     

    WHEREAS,
      Agent has agreed to act as agent for the benefit of the Lender Group and the
      Bank Product Providers in connection with the transactions contemplated by
      the
      Credit Agreement, this Agreement, and the other Loan Documents; and

     

    WHEREAS,
      in order to induce the Lender Group to enter into the Credit Agreement and
      the
      other Loan Documents and to induce the Lender Group to make and extend financial
      accommodations to Borrowers as provided for in the Credit Agreement, Grantors
      have agreed to grant a continuing security interest in and to the Collateral
      in
      order to secure the prompt and complete payment, observance and performance
      of,
      among other things, the Secured Obligations,

     

    NOW,
      THEREFORE, for and in consideration of the recitals made above and other good
      and valuable consideration, the receipt, sufficiency and adequacy of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

    1. Defined
      Terms.
      All
      capitalized terms used herein (including in the preamble and recitals hereof)
      without definition shall have the meanings ascribed thereto in the Credit
      Agreement. Any terms used in this Agreement that are defined in the Code shall
      be construed and defined as set forth in the Code unless otherwise defined
      herein or in the Credit Agreement; provided, however, that if the Code is used
      to define any term used herein and if such term is defined differently in
      different Articles of the Code, the definition of such term contained in Article
      9 of the Code shall govern. In addition to those terms defined elsewhere in
      this
      Agreement, as used in this Agreement, the following terms shall have the
      following meanings:

     

    (a) "Account"
      means
      an account (as that term is defined in the Code).

     

    (b) "Account
      Debtor"
      means
      an account debtor (as that term is defined in the Code).

     

    (c) "Agent's
      Lien"
      has the
      meaning specified therefor in the Credit Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) "Bank
      Product Obligations"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (e) "Bank
      Product Provider"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (f) "Books"
      means
      books and records (including each Grantor's Records indicating, summarizing,
      or
      evidencing such Grantor's assets (including the Collateral) or liabilities,
      each
      Grantor's Records relating to such Grantor's business operations or financial
      condition, and each Grantor's goods or General Intangibles related to such
      information).

     

    (g) "Borrower"
      and
      "Borrowers"
      have
      the respective meanings specified therefor in the recitals to this
      Agreement.

     

    (h) "Cash
      Equivalents"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (i) "Chattel
      Paper"
      means
      chattel paper (as that term is defined in the Code) and includes tangible
      chattel paper and electronic chattel paper.

     

    (j) "Code"
      means
      the New York Uniform Commercial Code, as in effect from time to time; provided,
      however, that in the event that, by reason of mandatory provisions of law,
      any
      or all of the attachment, perfection, priority, or remedies with respect to
      Agent's Lien on any Collateral is governed by the Uniform Commercial Code as
      enacted and in effect in a jurisdiction other than the State of New York, the
      term "Code" shall mean the Uniform Commercial Code as enacted and in effect
      in
      such other jurisdiction solely for purposes of the provisions thereof relating
      to such attachment, perfection, priority, or remedies.

     

    (k) "Collateral"
      has the
      meaning specified therefor in Section
      2.

     

    (l) "Commercial
      Tort Claims"
      means
      commercial tort claims (as that term is defined in the Code), and includes
      those
      commercial tort claims listed on Schedule
      1
      attached
      hereto ("Commercial
      Tort Claims").

     

    (m) "Copyrights"
      means
      works of authorship (whether or not published, and whether or not
      copyrightable), copyrights and copyright registrations (including the copyright
      registrations and recordings thereof and all applications in connection
      therewith listed on Schedule
      2
      attached
      hereto and made a part hereof), and (i) all reissues, restorations, reversions,
      continuations, extensions or renewals thereof, (ii) all income, royalties,
      damages and payments now and hereafter due and/or payable under and with respect
      thereto, including, payments under all licenses entered into in connection
      therewith and damages and payments for past or future infringements or dilutions
      thereof, (iii) the right to sue for past, present and future infringements
      thereof, and (iv) all of each Grantor's rights corresponding thereto throughout
      the world.

     

    (n) "Copyright
      Security Agreement"
      means
      each Copyright Security Agreement among Grantors, or any of them, and Agent,
      for
      the benefit of the Lender Group and the Bank Product Providers, in substantially
      the form of Exhibit
      A
      attached
      hereto, pursuant to which Grantors have granted to Agent, for the benefit of
      the
      Lender Group and the Bank Product Providers, a security interest in all their
      respective Copyrights.

     

    (o) "Credit
      Agreement"
      has the
      meaning specified therefor in the recitals to this Agreement.

     

    (p) "Deposit
      Account"
      means a
      deposit account (as that term is defined in the Code).

     

    (q) "Equipment"
      means
      equipment (as that term is defined in the Code).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (r) "Event
      of Default"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (s) "General
      Intangibles"
      means
      general intangibles (as that term is defined in the Code) and, in any event,
      includes, payment intangibles, contract rights, rights to payment, rights
      arising under common law, statutes, or regulations, choses or things in action,
      goodwill (including the goodwill associated with any Trademark, Patent, or
      Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial
      designs, other industrial or Intellectual Property or rights therein or
      applications therefor, whether under license or otherwise, rights in programs,
      programming materials, blueprints, drawings, purchase orders, customer lists,
      monies due or recoverable from pension funds, route lists, rights to payment
      and
      other rights under any royalty or licensing agreements, including Intellectual
      Property Licenses, infringement claims, rights in computer programs, information
      contained on computer disks or tapes, software, literature, reports, catalogs,
      pension plan refunds, pension plan refund claims, insurance premium rebates,
      tax
      refunds, and tax refund claims, interests in a partnership or limited liability
      company which do not constitute a security under Article 8 of the Code, and
      any
      other personal property other than Commercial Tort Claims, money, Accounts,
      Chattel Paper, Deposit Accounts, goods, Investment Related Property, and
      Negotiable Collateral.

     

    (t) "Grantor"
      and
      "Grantors"
      have
      the meanings specified therefor in the recitals to this Agreement.

     

    (u) "Guaranty"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (v) "Insolvency
      Proceeding"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (w) "Intellectual
      Property"
      means
      any and all Intellectual Property Licenses, Patents, Copyrights, Trademarks,
      the
      goodwill associated with such Trademarks, confidential and proprietary
      information, trade secrets and know-how (including processes, schematics,
      databases, formulae, drawings, prototypes, models, designs, technical data,
      specifications, customer and supplier lists, pricing and cost information,
      and
      business and marketing plans and proposals), all computer software, Internet
      web
      sites, and all other intellectual property or proprietary rights and claims
      or
      causes of action arising out of or related to an infringement, misappropriation
      or other violation of any of the foregoing, including rights to recover for
      past, present and future violations thereof.

     

    (x) "Intellectual
      Property Licenses"
      means
      all rights under or interests in any patent, trademark, copyright or other
      intellectual property, including software license agreements with any other
      party, whether the applicable Grantor is a licensee or licensor under any such
      license agreement, including the license agreements listed on Schedule
      3 attached
      hereto and made a part hereof, and the right to use the foregoing in connection
      with the enforcement of the Lender Group's rights under the Loan Documents,
      including the right to prepare for sale and sell any and all Inventory and
      Equipment now or hereafter owned by any Grantor and now or hereafter covered
      by
      such licenses.

     

    (y) "Inventory"
      means
      inventory (as that term is defined in the Code).

     

    (z) "Investment
      Related Property"
      means
      (i) investment property (as that term is defined in the Code), and (ii) all
      of
      the following regardless of whether classified as investment property under
      the
      Code: all Pledged Interests, Pledged Operating Agreements, and Pledged
      Partnership Agreements.

     

    (aa) "Lender
      Group"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (bb) "Loan
      Document"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (cc) "Negotiable
      Collateral"
      means
      letters of credit, letter of credit rights, instruments, promissory notes,
      drafts and documents (as that term is defined in the Code) and, in any event,
      including payment intangibles, contract rights, rights to payment, rights
      arising under common law, statutes, or regulations, choses or things in action,
      goodwill (including the goodwill associated with any Trademark, Patent, or
      Copyright), Patents, Trademarks, Copyrights, URLs and domain names, industrial
      designs, other industrial or Intellectual Property or rights therein or
      applications therefor, whether under license or otherwise, programs, programming
      materials, blueprints, drawings, purchase orders, customer lists, monies due
      or
      recoverable from pension funds, route lists, rights to payment and other rights
      under any royalty or licensing agreements, including Intellectual Property
      Licenses, infringement claims, computer programs, information contained on
      computer disks or tapes, software, literature, reports, catalogs, pension plan
      refunds, pension plan refund claims, insurance premium rebates, tax refunds,
      and
      tax refund claims, uncertificated securities, and any other personal property
      other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit
      Accounts, goods, Investment Related Property, and Negotiable
      Collateral.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (dd) "Obligations"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (ee) "Patents"
      means
      inventions, discoveries and ideas, whether patentable or not, and all patents,
      registrations and applications therefor, including the patents and patent
      applications listed on Schedule
      4
      attached
      hereto and made a part hereof, and (i) all reissues, continuations,
      continuations-in-part, substitutes, extensions or renewals thereof and
      improvements thereon, (ii) all income, royalties, damages and payments now
      and
      hereafter due or payable under and with respect thereto, including payments
      under all licenses entered into in connection therewith and damages and payments
      for past or future infringements or dilutions thereof, (iii) the right to sue
      for past, present and future infringements thereof, and (iv) all of each
      Grantor's rights corresponding thereto throughout the world.

     

    (ff) "Patent
      Security Agreement"
      means
      each Patent Security Agreement among Grantors, or any of them, and Agent, for
      the benefit of the Lender Group and the Bank Product Providers, in substantially
      the form of Exhibit
      B
      attached
      hereto, pursuant to which Grantors have granted to Agent, for the benefit of
      the
      Lender Group and the Bank Product Providers, a security interest in all their
      respective Patents.

     

    (gg) "Permitted
      Discretion"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (hh) "Permitted
      Liens"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (ii) "Person"
      has the
      meaning specified therefor in the Credit Agreement.

     

    (jj) "Pledged
      Companies"
      means,
      each Person listed on Schedule
      5
      hereto
      as a "Pledged Company", together with each other Person, all or a portion of
      whose Stock, is acquired or otherwise owned by a Grantor after the Closing
      Date.

     

    (kk) "Pledged
      Interests"
      means
      all of each Grantor's right, title and interest in and to all of the Stock
      now
      or hereafter owned by such Grantor (other than Stock of Inactive Subsidiaries),
      regardless of class or designation, including all substitutions therefor and
      replacements thereof, all proceeds thereof and all rights relating thereto,
      also
      including any certificates representing the Stock, the right to request after
      the occurrence and during the continuation of an Event of Default that such
      Stock be registered in the name of Agent or any of its nominees, the right
      to
      receive any certificates representing any of the Stock and the right to require
      that such certificates be delivered to Agent together with undated powers or
      assignments of investment securities with respect thereto, duly endorsed in
      blank by such Grantor, all warrants, options, share appreciation rights and
      other rights, contractual or otherwise, in respect thereof and of all dividends,
      distributions of income, profits, surplus, or other compensation by way of
      income or liquidating distributions, in cash or in kind, and cash, instruments,
      and other property from time to time received, receivable, or otherwise
      distributed in respect of or in addition to, in substitution of, on account
      of,
      or in exchange for any or all of the foregoing.

     

    (ll) "Pledged
      Interests Addendum"
      means a
      Pledged Interests Addendum substantially in the form of Exhibit
      C
      to this
      Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (mm) "Pledged
      Note Addendum"
      means a
      Pledged Note Addendum substantially in the form of Exhibit
      E
      to this
      Agreement. 

     

    (nn) "Pledged
      Notes"
      has the
      meaning specified therefor in Section
      5(h).
      

     

    (oo) "Pledged
      Operating Agreements"
      means
      all of each Grantor's rights, powers, and remedies under the limited liability
      company operating agreements of each of the Pledged Companies that are limited
      liability companies.

     

    (pp) "Pledged
      Partnership Agreements"
      means
      all of each Grantor's rights, powers, and remedies under the partnership
      agreements of each of the Pledged Companies that are partnerships.

     

    (qq) "Proceeds"
      has the
      meaning specified therefor in Section
      2.

     

    (rr) "Real
      Property"
      means
      any estates or interests in real property now owned or hereafter acquired by
      any
      Grantor and the improvements thereto.

     

    (ss) "Records"
      means
      information that is inscribed on a tangible medium or which is stored in an
      electronic or other medium and is retrievable in perceivable form.

     

    (tt) "Security
      Interest"
      has the
      meaning specified therefor in Section
      2.

     

    (uu) "Secured
      Obligations"
      means
      each and all of the following: (a) all of the present and future obligations
      of
      Grantors arising from this Agreement, the Credit Agreement, or the other Loan
      Documents (including any Guaranty), (b) all Bank Product Obligations, and (c)
      all Obligations of Grantors, including, in the case of each of clauses (a),
      (b)
      and (c), reasonable attorneys fees and expenses and any interest, fees, or
      expenses that accrue after the filing of an Insolvency Proceeding, regardless
      of
      whether allowed or allowable in whole or in part as a claim in any Insolvency
      Proceeding. 

     

    (vv) "Securities
      Account"
      means a
      securities account (as that term is defined in the Code).

     

    (ww) "Stock"
      has the
      meaning specified therefor in the Credit Agreement

     

    (xx) "Supporting
      Obligations"
      means
      Supporting Obligations (as such term is defined in the Code), and includes
      letters of credit and guaranties issued in support of Accounts, Chattel Paper,
      documents, General Intangibles, instruments, or Investment Related
      Property.

     

    (yy) "Trademarks"
      means
      trademarks, trade names, registered trademarks, trademark applications, service
      marks, registered service marks and service mark applications, brand names,
      certification marks, collective marks, d/b/a's, Internet domain names, logos,
      symbols, trade dress, assumed names, fictitious names, and other indicia of
      origin, including the registered trademarks, trademark applications, registered
      service marks and service mark applications listed on Schedule
      6
      attached
      hereto and made a part hereof, and (i) all extensions, modifications and
      renewals thereof, (ii) all income, royalties, damages and payments now and
      hereafter due or payable under and with respect thereto, including payments
      under all licenses entered into in connection therewith and damages and payments
      for past or future infringements or dilutions thereof, (iii) the right to sue
      for past, present and future infringements and dilutions thereof, (iv) the
      goodwill of each Grantor's business symbolized by the foregoing and connected
      therewith, and (v) all of each Grantor's rights corresponding thereto throughout
      the world.

     

    (zz) "Trademark
      Security Agreement"
      means
      each Trademark Security Agreement among Grantors, or any of them, and Agent,
      for
      the benefit of the Lender Group and the Bank Product Providers, in substantially
      the form of Exhibit
      D
      attached
      hereto, pursuant to which Grantors have granted to Agent, for the benefit of
      the
      Lender Group and the Bank Product Providers, a security interest in all their
      respective Trademarks.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (aaa) "URL"
      means
      "uniform resource locator," an internet web address.

     

    2. Grant
      of Security.
      

     

    (a) Each
      Grantor hereby unconditionally grants, assigns and pledges to Agent, for the
      benefit of the Lender Group and the Bank Product Providers, a continuing
      security interest (hereinafter referred to as the "Security
      Interest")
      in all
      personal property of such Grantor whether now owned or hereafter acquired or
      arising and wherever located, including such Grantor's right, title, and
      interest in and to the following, whether now owned or hereafter acquired or
      arising and wherever located (the "Collateral"):

     

    (i) all
      of
      such Grantor's Accounts;

     

    (ii) all
      of
      such Grantor's Books;

     

    (iii) all
      of
      such Grantor's Chattel Paper;

     

    (iv) all
      of
      such Grantor's interest with respect to any Deposit Account (other than
 (x)
      payroll accounts or (y) medical or insurance reimbursement
      accounts);

     

    (v) all
      of
      such Grantor's Equipment and fixtures;

     

    (vi) all
      of
      such Grantor's General Intangibles;

     

    (vii) all
      of
      such Grantor's Inventory;

     

    (viii) all
      of
      such Grantor's Investment Related Property; 

     

    (ix) all
      of
      such Grantor's Negotiable Collateral;

     

    (x) all
      of
      such Grantor's rights in respect of Supporting Obligations;

     

    (xi) all
      of
      such Grantor's interest with respect to any Commercial Tort Claims;

     

    (xii) all
      of
      such Grantor's money, Cash Equivalents, or other assets of such Grantor that
      now
      or hereafter come into the possession, custody, or control of Agent (or its
      agent or designee) or any other member of the Lender Group; and

     

    (xiii) all
      of
      the proceeds and products, whether tangible or intangible, of any of the
      foregoing, including proceeds of insurance or commercial tort claims covering
      or
      relating to any or all of the foregoing, and any and all Accounts (subject
      to
      the limitation set forth in clause (iv) above), Books, Chattel Paper, Commercial
      Tort Claims, Deposit Accounts, Equipment, General Intangibles, Inventory,
      Investment Related Property, Negotiable Collateral, Supporting Obligations,
      money, or other tangible or intangible property resulting from the sale, lease,
      license, exchange, collection, or other disposition of any of the foregoing,
      the
      proceeds of any award in condemnation with respect to any of the property of
      Grantors, any rebates or refunds, whether for taxes or otherwise, and all
      proceeds of any such proceeds, or any portion thereof or interest therein,
      and
      the proceeds thereof, and all proceeds of any loss of, damage to, or destruction
      of the above, whether insured or not insured, and, to the extent not otherwise
      included, any indemnity, warranty, or guaranty payable by reason of loss or
      damage to, or otherwise with respect to any of the foregoing (the "Proceeds").
      Without limiting the generality of the foregoing, the term "Proceeds" includes
      whatever is receivable or received when Investment Related Property or proceeds
      are sold, exchanged, collected, or otherwise disposed of, whether such
      disposition is voluntary or involuntary, and includes proceeds of any indemnity
      or guaranty payable to any Grantor or Agent from time to time with respect
      to
      any of the Investment Related Property. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything herein to the contrary, the term "Collateral" shall not include, and
      no
      Grantor is pledging, nor granting a security interest hereunder in, any of
      such
      Grantor's right, title or interest in (A) any license, contract or agreement
      to
      which such Grantor is a party as of the date hereof or any of its right, title
      or interest thereunder to the extent, but only to the extent, that such a grant
      would, under the express terms of such license, contract or agreement on the
      date hereof result in a breach of the terms of, or constitute a default under,
      such license, contract or agreement (other than to the extent that any such
      term
      (i) has been waived or (ii) would be rendered ineffective pursuant to Sections
      9-406, 9-408, 9-409 of the Code or other applicable provisions of the Uniform
      Commercial Code of any relevant jurisdiction or any other applicable law
      (including the Bankruptcy Code) or principles of equity); provided,
      that
      (x) immediately upon the ineffectiveness, lapse or termination of any such
      provision, the Collateral shall include, and such Grantor shall be deemed to
      have granted a security interest in, all such right, title and interest as
      if
      such provision had never been in effect and (y) the foregoing exclusion shall
      in
      no way be construed so as to limit, impair or otherwise affect Agent's
      unconditional continuing security interest in and liens upon any rights or
      interest of a Grantor in or to the proceeds of, or any monies due or to become
      due under, any such license, contract or agreement or (B) all intent-to-use
      United States trademark applications for which an amendment to allege use or
      statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C.
§ 1051(d), respectively, or if filed, has not been deemed in conformance
      with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the
      United States Patent and Trademark Office, provided that, upon such filing
      and
      acceptance, such intent-to-use applications shall be included in the definition
      of Collateral.

     

    Notwithstanding
      anything herein to the contrary, the term "Collateral" shall not include (A)
      in
      the case of a Canadian Subsidiary, more than 65% (or
      such
      greater percentage that,
      due
      to a change in applicable law after the date hereof, (i) would not reasonably
      be
      expected to cause the undistributed earnings of such Canadian Subsidiary as
      determined for United States federal income tax purposes to be treated as a
      deemed dividend to such Canadian Subsidiary's United States parent and (ii)
      would not reasonably be expected to cause any
      adverse
      tax consequences) of the issued and outstanding shares of Stock
      entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
      (it
      being understood and agreed that the Collateral shall include 100% of
      the
      issued and outstanding shares of
      Stock
      not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
      or other equity interest of such Canadian Subsidiary) or (B) in the case of
      all
      other foreign Subsidiaries (other than a Canadian Subsidiary), any of the issued
      and outstanding shares of Stock.

     

    The
      Grantors agree that the pledge of the shares of Stock of any Subsidiary of
      a
      Grantor who is a Canadian Subsidiary may be supplemented by one or more separate
      pledge agreements, deeds of pledge, share charges, or other similar agreements
      or instruments, executed and delivered by the relevant Grantors in favor of
      the
      Agent, which pledge agreements will provide for the pledge of such shares of
      Stock in accordance with the laws of the applicable foreign jurisdiction subject
      to the limitations set forth above regarding the pledge of Stock securing the
      payment and performance of the Secured Obligations of the Grantors. With respect
      to such shares of Stock, the Agent may, at any time and from time to time,
      in
      its reasonable discretion, take actions in such foreign jurisdictions that
      will
      result in the perfection of the Lien created in such shares of
      Stock.

     

    3. Security
      for Obligations.
      This
      Agreement and the Security Interest created hereby secures the payment and
      performance of all the Secured Obligations, whether now existing or arising
      hereafter. Without limiting the generality of the foregoing, this Agreement
      secures the payment of all amounts which constitute part of the Secured
      Obligations and would be owed by Grantors, or any of them, to Agent, the Lender
      Group, the Bank Product Providers or any of them, but for the fact that they
      are
      unenforceable or not allowable due to the existence of an Insolvency Proceeding
      involving any Grantor.

     

    4. Grantors
      Remain Liable.
      Anything herein to the contrary notwithstanding, (a) each of the Grantors shall
      remain liable under the contracts and agreements included in the Collateral,
      including the Pledged Operating Agreements, to perform all of the duties and
      obligations thereunder to the same extent as if this Agreement had not been
      executed, (b) the exercise by Agent or any other member of the Lender Group
      of
      any of the rights hereunder shall not release any Grantor from any of its duties
      or obligations under such contracts and agreements included in the Collateral,
      and (c) none of the members of the Lender Group shall have any obligation or
      liability under such contracts and agreements included in the Collateral by
      reason of this Agreement, nor shall any of the members of the Lender Group
      be
      obligated to perform any of the obligations or duties of any Grantor thereunder
      or to take any action to collect or enforce any claim for payment assigned
      hereunder. Until an Event of Default shall occur and be continuing, except
      as
      otherwise provided in this Agreement, the Credit Agreement, or any other Loan
      Document, Grantors shall have the right to possession and enjoyment of the
      Collateral for the purpose of conducting the ordinary course of their respective
      businesses, subject to and upon the terms hereof and of the Credit Agreement
      and
      the other Loan Documents. Without limiting the generality of the foregoing,
      it
      is the intention of the parties hereto that record and beneficial ownership
      of
      the Pledged Interests, including all voting, consensual, and dividend rights,
      shall remain in the applicable Grantor until the occurrence of an Event of
      Default and until Agent shall notify the applicable Grantor of Agent's exercise
      of voting, consensual, or dividend rights with respect to the Pledged Interests
      pursuant to Section
      15
      hereof.


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5. Representations
      and Warranties.
      Each
      Grantor hereby represents and warrants as follows:

     

    (a) The
      exact
      legal name of each of the Grantors is set forth on the signature pages of this
      Agreement or a written notice provided to Agent pursuant to Section
      6.5
      of the
      Credit Agreement.

     

    (b) Schedule
      7
      attached
      hereto sets forth all Real Property owned by Grantors as of the Closing Date.
      

     

    (c) Such
      Grantor is the sole legal and beneficial owner, or exclusive or non-exclusive
      licensee, of all Intellectual Property rights that are necessary to the conduct
      of its business as currently conducted. As of the Closing Date, (i) such Grantor
      has no ownership interest in, or title to, any Copyrights, Patents or Trademarks
      that are registered or the subject of pending applications for registrations,
      except as set forth on Schedules
      2,
      4
      and
6,
      respectively, attached hereto; (ii) such Grantor has no ownership interest
      in,
      or title to, any Copyrights, Patents or Trademarks that are material to such
      Grantor's businesses as currently conducted and used in connection with Grand
      Theft Auto San Andreas or any other Material Videogame Franchise title that
      was
      commercially released within two years prior to the Closing Date that are not
      registered or the subject of pending applications for registrations, except
      as
      set forth in Schedule
      5(c)
      attached
      hereto; and (iii) such Grantor is not a party to any Intellectual Property
      Licenses pursuant to which the Grantor is granted the right to develop,
      manufacture, publish, market, distribute and sell any Material Videogame
      Franchise, except as set forth on Schedule
      3
      attached
      hereto. This Agreement is effective to create a valid and continuing Lien on
      such Grantor's Copyrights, Patents and Trademarks and all of its rights and
      interests in and to any Intellectual Property Licenses. Upon the filing of
      the
      Copyright Security Agreement with the United States Copyright Office and the
      filing of the Patent Security Agreement and the Trademark Security Agreement
      with the United States Patent and Trademark Office, and the filing of
      appropriate financing statements in the jurisdictions listed on Schedule
      8
      hereto,
      all action necessary or desirable to protect and perfect the Security Interest
      in and to each Grantor's Patents, registered Trademarks, or registered
      Copyrights has been taken and such perfected Security Interests are enforceable
      as such as against any and all creditors of and purchasers from any Grantor.
      All
      Intellectual Property owned by each Grantor is valid, subsisting and enforceable
      and, subject to Grantor's knowledge, is not subject to any outstanding order,
      judgment or decree restricting its use or adversely affecting the rights of
      such
      Grantor thereto. Each of the Grantors has taken all actions reasonably necessary
      to ensure protection of the Intellectual Property owned by such Grantor under
      applicable law. Each of the Grantors has taken all actions reasonably necessary
      to maintain the secrecy of all confidential Intellectual Property used in its
      business (including requiring the execution of valid and enforceable agreements
      by employees or any other person to whom such confidential Intellectual Property
      is made available). To the knowledge of each Grantor, such Grantor is not using
      or failing to enforce any Intellectual Property owned by such Grantor in a
      manner that would reasonably be expected to result in the cancellation or
      unenforceability of such Intellectual Property. Each of the Grantors has a
      policy of requiring all employees, agents, consultants or contractors who have
      contributed to or participated in the creation, development, improvement or
      modification of Intellectual Property for such Grantor to assign all of their
      rights therein to such Grantor. To the knowledge of each Grantor, no Person
      (other than such Grantor) has any reasonable basis for claiming any right,
      title
      or interest in and to any such Intellectual Property used in connection with
      any
      Material Videogame Franchise. To the knowledge of each Grantor, no current
      or
      former employee of such Grantor is or was a party to any confidentiality
      agreement and/or agreement not to compete that restricts or forbids, or
      restricted or forbade at any time during such employee's employment by such
      Grantor such employee's performance of such Grantor's business, or any other
      activity that such employee was hired to perform or otherwise performed on
      behalf of or in connection with such employee's employment by such Grantor.
      No
      Grantor incorporates any material open source computer software in the products
      it publishes.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d) This
      Agreement creates a valid security interest in the Collateral of each Grantor,
      to the extent a security interest therein can be created under the Code,
      securing the payment and performance of the Secured Obligations. Except to
      the
      extent a security interest in the Collateral cannot be perfected by the filing
      of a financing statement under the Code, all filings and other actions necessary
      or desirable to perfect and protect such security interest have been duly taken
      or will have been taken upon the filing of financing statements listing each
      applicable Grantor, as a debtor, and Agent, as secured party, in the
      jurisdictions listed next to such Grantor's name on Schedule
      8
      attached
      hereto. Upon the making of such filings, Agent shall have a first priority
      perfected security interest in the Collateral of each Grantor to the extent
      such
      security interest can be perfected by the filing of a financing statement.
      All
      action by any Grantor necessary to protect and perfect such security interest
      on
      each item of Collateral has been duly taken.

     

    (e) (i)
      Except for the Security Interest created hereby, each Grantor is and will at
      all
      times be the sole holder of record and the legal and beneficial owner, free
      and
      clear of all Liens other than Permitted Liens, of the Pledged Interests
      indicated on Schedule
      5
      as being
      owned by such Grantor and, when acquired by such Grantor, any Pledged Interests
      acquired after the Closing Date; (ii) all of the Pledged Interests are duly
      authorized, validly issued, fully paid and nonassessable and the Pledged
      Interests constitute or will constitute the percentage of the issued and
      outstanding Stock of the Pledged Companies of such Grantor identified on
Schedule
      5
      hereto
      as supplemented or modified by any Pledged Interests Addendum or any Supplement
      to this Agreement; (iii) such Grantor has the right and requisite authority
      to
      pledge, the Investment Related Property pledged by such Grantor to Agent as
      provided herein; (iv) all actions necessary or desirable to perfect, establish
      the first priority of, or otherwise protect, Agent's Liens in the Investment
      Related Property, and the proceeds thereof, have been duly taken, (A) upon
      the
      execution and delivery of this Agreement; (B) upon the taking of possession
      by
      Agent (or its agent or designee) of any certificates constituting the Pledged
      Interests, to the extent such Pledged Interests are represented by certificates,
      together with undated powers endorsed in blank by the applicable Grantor; (C)
      upon the filing of financing statements in the applicable jurisdiction set
      forth
      on Schedule
      8
      attached
      hereto for such Grantor with respect to the Pledged Interests of such Grantor
      that are not represented by certificates, and (D) with respect to any Securities
      Accounts, upon the delivery of Control Agreements with respect thereto; and
      (v)
      each Grantor has delivered to and deposited with Agent (or, with respect to
      any
      Pledged Interests created or obtained after the Closing Date, will deliver
      and
      deposit in accordance with Sections
      6(a)
      and
8
      hereof)
      all certificates representing the Pledged Interests owned by such Grantor to
      the
      extent such Pledged Interests are represented by certificates, and undated
      powers endorsed in blank with respect to such certificates. None of the Pledged
      Interests owned or held by such Grantor has been issued or transferred in
      violation of any securities registration, securities disclosure or similar
      laws
      of any jurisdiction to which such issuance or transfer may be
      subject.

     

    (f) No
      consent, approval, authorization, or other order or other action by, and no
      notice to or filing with, any Governmental Authority or any other Person is
      required (i) for the grant of a Security Interest by such Grantor in and to
      the
      Collateral pursuant to this Agreement or for the execution, delivery, or
      performance of this Agreement by such Grantor, or (ii) for the exercise by
      Agent
      of the voting or other rights provided for in this Agreement with respect to
      the
      Investment Related Property or the remedies in respect of the Collateral
      pursuant to this Agreement, except as may be required in connection with such
      disposition of Investment Related Property by laws affecting the offering and
      sale of securities generally.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (g) Schedule
      9
      attached
      hereto sets forth all motor vehicles owned by Grantors as of the Closing Date,
      by model, model year and vehicle identification number ("VIN").

     

    (h) There
      is
      no material default, breach, violation or event of acceleration existing under
      any promissory note (as defined in the Code) constituting Collateral and pledged
      hereunder (the "Pledged
      Notes")
      and no
      event has occurred or circumstance exists which, with the passage of time or
      the
      giving of notice, or both, would constitute a material default, breach,
      violation or event of acceleration under the Pledged Notes. Such Grantor, if
      it
      is an obligee under a Pledged Note, has not waived any material default, breach,
      violation or event of acceleration under such Pledged Notes. A true, correct
      and
      complete list of the Pledged Notes is set forth on Schedule
      10.
      

     

    (i) Each
      Grantor has made in good faith and in accordance with the procedures and
      regulations of the United States Copyright Office and the United States Patent
      and Trademark Office, as applicable, all payments, filings and recordations
      necessary to protect and maintain its interest in the Intellectual Property
      rights identified on Schedules
      2(a), 4(a)
      and
6(a)
      in the
      United States in a manner sufficient to claim in the public record such
      Grantor's ownership thereof, including (i) making all necessary
      registration, maintenance, and renewal fee payments; and (ii) filing all
      necessary documents, including all applications for registration of such
      Intellectual Property rights.

     

    (j) Except
      as
      set forth on Schedules
      2,
      4
      or
6,
      no
      claim has been made in writing and is continuing or, to each Grantor's
      knowledge, overtly threatened that the use by any Grantor of any Intellectual
      Property rights that are material to the conduct of its business does or may
      violate the Intellectual Property rights of any Person. To each Grantor's
      knowledge, there is currently no infringement or unauthorized use of any item
      of
      Intellectual Property rights contained on Schedules
      2,
      4
      or
6
      that are
      material to the conduct of its business.

     

    6. Covenants.
      Each
      Grantor, jointly and severally, covenants and agrees with Agent and the Lender
      Group that from and after the date of this Agreement and until the date of
      termination of this Agreement in accordance with Section
      22
      hereof:

     

    (a) Possession
      of Collateral.
      In the
      event that any Collateral, including proceeds, is evidenced by or consists
      of
      Negotiable Collateral, Investment Related Property, or Chattel Paper, and if
      and
      to the extent that perfection or priority of Agent's Security Interest is
      dependent on possession, the applicable Grantor, immediately upon the request
      of
      Agent and in accordance with Section
      8
      hereof,
      shall execute such other documents and instruments as shall be reasonably
      requested by Agent or, if applicable, endorse and deliver physical possession
      of
      such Negotiable Collateral, Investment Related Property, or Chattel Paper to
      Agent, together with such undated powers endorsed in blank as shall be
      reasonably requested by Agent. 

     

    (b) Chattel
      Paper.
      

     

    (i) Each
      Grantor shall take all steps reasonably necessary to grant Agent control of
      all
      electronic Chattel Paper in accordance with the Code and all "transferable
      records" as that term is defined in Section 16 of the Uniform Electronic
      Transaction Act and Section 201 of the federal Electronic Signatures in Global
      and National Commerce Act as in effect in any relevant jurisdiction;
      and

     

    (ii) If
      any
      Grantor retains possession of any Chattel Paper or instruments (which retention
      of possession shall be subject to the extent permitted hereby and by the Credit
      Agreement), promptly upon the request of Agent, such Chattel Paper and
      instruments shall be marked with the following legend: "This writing and the
      obligations evidenced or secured hereby are subject to the Security Interest
      of
      Wells Fargo Foothill, Inc., as Agent for the benefit of the Lender Group and
      the
      Bank Product Providers". 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) Control
      Agreements.
      

     

    (i) Except
      to
      the extent otherwise permitted by the Credit Agreement, each
      Grantor shall obtain an authenticated Control Agreement, from each bank
      maintaining a Deposit Account for such Grantor; and

     

    (ii) Except
      to
      the extent otherwise permitted by the Credit Agreement, each Grantor shall
      obtain authenticated Control Agreements, from each issuer of uncertificated
      securities, securities intermediary, or commodities intermediary issuing or
      holding any financial assets or commodities to or for any Grantor. 

     

    (d) Letter
      of Credit Rights.
      Each
      Grantor that is or becomes the beneficiary of a letter of credit shall promptly
      (and in any event within 5 Business Days after becoming a beneficiary), notify
      Agent thereof and, upon the request by Agent, enter into a tri-party agreement
      with Agent and the issuer or confirmation bank with respect to letter-of-credit
      rights (as that term is defined in the Code) assigning such letter-of-credit
      rights to Agent and directing all payments thereunder to Agent's Account, all
      in
      form and substance reasonably satisfactory to Agent. 

     

    (e) Commercial
      Tort Claims.
      Each
      Grantor shall promptly (and in any event within 5 Business Days of receipt
      thereof), notify Agent in writing upon incurring or otherwise obtaining a
      Commercial Tort Claim after the date hereof and, upon request of Agent, promptly
      amend Schedule
      1
      to this
      Agreement to describe such after-acquired Commercial Tort Claim in a manner
      that
      reasonably identifies such Commercial Tort Claim, and hereby authorizes the
      filing of additional financing statements or amendments to existing financing
      statements describing such Commercial Tort Claims, and agrees to do such other
      acts or things deemed reasonably necessary or desirable by Agent to give Agent
      a
      first priority, perfected security interest in any such Commercial Tort Claim.
      

     

    (f) Government
      Contracts.
      If any
      Account or Chattel Paper arises out of a contract or contracts with the United
      States of America or any department, agency, or instrumentality thereof,
      Grantors shall promptly (and in any event within 5 Business Days of the creation
      thereof) notify Agent thereof in writing and execute any instruments or take
      any
      steps reasonably required by Agent in order that all moneys due or to become
      due
      under such contract or contracts shall be assigned to Agent, for the benefit
      of
      the Lender Group and the Bank Product Providers, and shall provide written
      notice thereof under the Assignment of Claims Act or other applicable law.
      

     

    (g) Intellectual
      Property.
      

     

    (i) Upon
      request of Agent, in order to facilitate filings with the United States Patent
      and Trademark Office and the United States Copyright Office, each Grantor shall
      execute and deliver to Agent one or more Copyright Security Agreements,
      Trademark Security Agreements, or Patent Security Agreements to further evidence
      Agent's Lien on such Grantor's Patents, Trademarks, or Copyrights, and the
      General Intangibles of such Grantor relating thereto or represented
      thereby;

     

    (ii) Each
      Grantor shall have the duty, to the extent material to or economically desirable
      in the operation of such Grantor's business, (A) to promptly sue for
      infringement, misappropriation, or dilution and to recover any and all damages
      for such infringement, misappropriation, or dilution, (B) to prosecute
      diligently any trademark application or service mark application that is part
      of
      the Trademarks pending as of the date hereof or hereafter until the termination
      of this Agreement, (C) to prosecute diligently any patent application that
      is
      part of the Patents pending as of the date hereof or hereafter until the
      termination of this Agreement, and (D) to take reasonable and necessary action
      to preserve and maintain all of such Grantor's Trademarks, Patents, Copyrights,
      Intellectual Property Licenses, and its rights therein, including the filing
      of
      applications for renewal, affidavits of use, affidavits of noncontestability
      and
      opposition and interference and cancellation proceedings, unless as otherwise
      permitted by the Credit Agreement or the Loan Documents. Each Grantor shall
      fully comply with the provisions of Section
      5.21
      of the
      Credit Agreement; 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iii) Grantors
      acknowledge and agree that the Lender Group shall have no duties with respect
      to
      the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without
      limiting the generality of this Section
      6(g),
      Grantors acknowledge and agree that no member of the Lender Group shall be
      under
      any obligation to take any steps necessary to preserve rights in the Trademarks,
      Patents, Copyrights, or Intellectual Property Licenses against any other Person,
      but any member of the Lender Group may do so at its option from and after the
      occurrence and during the continuance of an Event of Default, and all expenses
      incurred in connection therewith (including reasonable fees and expenses of
      attorneys and other professionals) shall be for the sole account of Borrowers
      and shall be chargeable to the Loan Account;

     

    (iv) Promptly
      upon the filing of an application for the registration of any Patent, Trademark,
      or Copyright with the United States Patent and Trademark Office, the United
      States Copyright Office or any similar office or agency, such Grantor shall
      provide Agent with written notice thereof. Promptly upon any such filing, each
      Grantor shall comply with Section
      6(g)(i)
      hereof;
      and

     

    (v) With
      respect to the Intellectual Property rights that are material to the conduct
      of
      Grantors' businesses, each Grantor agrees to take all reasonably necessary
      steps
      to protect each such Intellectual Property right. Each Grantor hereby agrees
      to
      take corresponding steps with respect to each new or acquired Intellectual
      Property right to which it or any of its Subsidiaries is now or later becomes
      entitled that are material to the conduct of their businesses. Any expenses
      incurred in connection with such activities shall be borne solely by such
      Grantor. 

     

    (h) Investment
      Related Property.
      

     

    (i) If
      any
      Grantor shall receive or become entitled to receive any Pledged Interests after
      the Closing Date, it shall promptly (and in any event within 5 Business Days
      of
      receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum
      identifying such Pledged Interests;

     

    (ii) All
      sums
      of money and property paid or distributed in respect of the Investment Related
      Property which are received by any Grantor shall, upon the occurrence and during
      the continuance of an Event of Default, be held by such Grantor in trust for
      the
      benefit of Agent segregated from such Grantor's other property, and such Grantor
      shall promptly deliver it forthwith to Agent's in the exact form
      received;

     

    (iii) Each
      Grantor shall promptly deliver to Agent a copy of each material notice or other
      communication received by it in respect of any Pledged Interests;

     

    (iv) No
      Grantor shall make or consent to any material amendment or other modification
      or
      waiver with respect to any Pledged Interests, Pledged Operating Agreement,
      or
      Pledged Partnership Agreement, or enter into any agreement or permit to exist
      any restriction with respect to any Pledged Interests other than pursuant to
      the
      Loan Documents;

     

    (v) Each
      Grantor agrees that it will reasonably cooperate with Agent in obtaining all
      necessary approvals and making all necessary filings under federal, state,
      local, or foreign law in connection with the Security Interest in the Investment
      Related Property or any sale or transfer thereof; and

     

    (vi) As
      to all
      limited liability company or partnership interests, issued under any Pledged
      Operating Agreement or Pledged Partnership Agreement, each Grantor hereby
      represents, warrants and covenants that the Pledged Interests issued pursuant
      to
      any such agreement (A) are and shall be represented by a certificate, (ii)
      are
      and shall be deemed a "security" within the meaning of Article 8 of the Uniform
      Commercial Code as in effect in any relevant jurisdiction, and (iii) are and
      shall be governed by Article 8 of Uniform Commercial Code as in effect in any
      relevant jurisdiction. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (i) Real
      Property; Fixtures.
      Each
      Grantor covenants and agrees that upon the acquisition of any fee interest
      in
      material Real Property it will promptly (and in any event within 5 Business
      Days
      of acquisition) notify Agent of the acquisition of such Real Property and will
      grant to Agent, for the benefit of the Lender Group and the Bank Product
      Providers, a first priority Mortgage on each fee interest in Real Property
      now
      or hereafter owned by such Grantor and shall deliver such other documentation
      and opinions, in form and substance reasonably satisfactory to Agent, in
      connection with the grant of such Mortgage as Agent shall request in its
      Permitted Discretion, including title insurance policies, financing statements,
      fixture filings and environmental audits and such Grantor shall pay all
      recording costs, intangible taxes and other reasonable fees and costs (including
      reasonable attorneys fees and expenses) incurred in connection therewith. Each
      Grantor acknowledges and agrees that, to the extent permitted by applicable
      law,
      all of the Collateral shall remain personal property regardless of the manner
      of
      its attachment or affixation to real property.

     

    (j) Transfers
      and Other Liens.
      Grantors shall not (i) sell, assign (by operation of law or otherwise) or
      otherwise dispose of, or grant any option with respect to, any of the
      Collateral, except as expressly permitted by the Credit Agreement, or (ii)
      create or permit to exist any Lien upon or with respect to any of the
      Collateral, except for Permitted Liens. The inclusion of Proceeds in the
      Collateral shall not be deemed to constitute Agent's consent to any sale or
      other disposition of any of the Collateral except as expressly permitted in
      this
      Agreement or the other Loan Documents. 

     

    (k) Other
      Actions as to Any and All Collateral.
      Each
      Grantor shall promptly (and in any event within 5 Business Days of acquiring
      or
      obtaining such Collateral) notify Agent in writing upon (i) acquiring or
      otherwise obtaining any Collateral after the date hereof consisting of
      Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment
      Related Property, Chattel Paper (electronic, tangible or otherwise), documents
      (as defined in Article 9 of the Code), promissory notes (as defined in the
      Code), or instruments (as defined in the Code) or (ii) any material amount
      payable under or in connection with any of the Collateral being or becoming
      evidenced after the date hereof by any Chattel Paper, documents, promissory
      notes, or instruments and, in each such case upon the reasonable request of
      Agent and in accordance with Section
      8
      hereof,
      promptly execute such other documents and instruments, or if applicable, deliver
      such Chattel Paper, other documents, promissory notes, instruments or
      certificates evidencing any Investment Related Property in accordance with
      Section
      6
      hereof
      and do such other acts or things deemed reasonably necessary or desirable by
      Agent to protect Agent's Security Interest therein. 

     

    (l) Pledged
      Notes.

     

    (i) If
      any
      Grantor shall receive or become entitled to receive any Pledged Note after
      the
      Closing Date, it shall promptly (and in any event within 2 Business Days of
      receipt thereof) deliver to Agent a duly executed Pledged Note Addendum
      identifying such Pledged Note;

     

    (ii) No
      Grantor will waive or release any material obligation of any party to the
      Pledged Notes without the prior reasonable consent of Agent; 

     

    (iii) No
      Grantor will take or omit to take any action or suffer or permit any action
      to
      be omitted or taken, the taking or omission of which would result in any right
      of offset against sums payable under the Pledged Notes;

     

    (iv) Each
      Grantor shall give Agent copies of all material notices (including notices
      of
      default) given or received with respect to the Pledged Notes promptly after
      giving or receiving such notice; and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (v) Without
      Agent's reasonable prior written consent, each Grantor shall not, and shall
      not
      agree to, assign or surrender its rights and interests under the Pledged Notes
      nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.
      

     

    (m) Motor
      Vehicles.
      Upon
      reasonable request of Agent, with respect to all motor vehicles owned by any
      Grantor that have an individual fair market value in excess of $25,000, Grantor
      shall deliver to Agent, a certificate of title for all such motor vehicles
      and
      shall cause those title certificates to be filed (with the Agent's Lien noted
      thereon) in the appropriate state motor vehicle filing office.

     

    7. Relation
      to Other Security Documents.
      The
      provisions of this Agreement shall be read and construed with the other Loan
      Documents referred to below in the manner so indicated.

     

    (a) Credit
      Agreement.
      In the
      event of any conflict between any provision in this Agreement and a provision
      in
      the Credit Agreement, such provision of the Credit Agreement shall
      control.

     

    (b) Patent,
      Trademark, Copyright Security Agreements.
      The
      provisions of the Copyright Security Agreements, Trademark Security Agreements,
      and Patent Security Agreements are supplemental to the provisions of this
      Agreement, and nothing contained in the Copyright Security Agreements, Trademark
      Security Agreements, or the Patent Security Agreements shall limit any of the
      rights or remedies of Agent hereunder. 

     

    8. Further
      Assurances.
      

     

    (a) Each
      Grantor agrees that from time to time, at its own expense, such Grantor will
      promptly execute and deliver all further instruments and documents, and take
      all
      further action, that may be necessary or that Agent may reasonably request,
      in
      order to perfect and protect any Security Interest granted or purported to
      be
      granted hereby or to enable Agent to exercise and enforce its rights and
      remedies hereunder with respect to any of the Collateral. 

     

    (b) Each
      Grantor hereby authorizes the filing by Agent of financing or continuation
      statements, or amendments thereto, and such Grantor will execute and deliver
      to
      Agent such other instruments or notices, as may be necessary or as Agent may
      reasonably request, in order to perfect and preserve the Security Interest
      granted or purported to be granted hereby. 

     

    (c) Each
      Grantor hereby authorizes Agent at any time and from time to time to file,
      transmit, or communicate, as applicable, financing statements and amendments
      (i)
      describing the Collateral as "all personal property of debtor" or "all assets
      of
      debtor" or words of similar effect, (ii) describing the Collateral as being
      of
      equal or lesser scope or with greater detail, or (iii) that contain any
      information required by part 5 of Article 9 of the Code for the sufficiency
      or
      filing office acceptance. Each Grantor also hereby ratifies any and all
      financing statements or amendments previously filed by Agent in any
      jurisdiction. 

     

    (d) Each
      Grantor acknowledges that it is not authorized to file any financing statement
      or amendment or termination statement with respect to any financing statement
      filed in connection with this Agreement without the prior written consent of
      Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the
      Code.

     

    9. Agent's
      Right to Perform Contracts, Exercise Rights, etc..
      Upon
      the occurrence and during the continuance of an Event of Default, Agent (or
      its
      designee) (a) may proceed to perform any and all of the obligations of any
      Grantor contained in any contract, lease, or other agreement and exercise any
      and all rights of any Grantor therein contained as fully as such Grantor itself
      could, (b) shall have the right to use any Grantor's rights under Intellectual
      Property Licenses in connection with the enforcement of the Agent's rights
      hereunder, including the right to prepare for sale and sell any and all
      Inventory and Equipment now or hereafter owned by any Grantor and now or
      hereafter covered by such licenses, and (c) shall have the right to request
      that
      any Stock is pledged hereunder be registered in the name of Agent or any of
      its
      nominees.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    10. Agent
      Appointed Attorney-in-Fact.
      Each
      Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full
      authority in the place and stead of such Grantor and in the name of such Grantor
      or otherwise, at such time as an Event of Default has occurred and is continuing
      under the Credit Agreement, to take any action and to execute any instrument
      which Agent may reasonably deem necessary or advisable to accomplish the
      purposes of this Agreement, including:

     

    (a) to
      ask,
      demand, collect, sue for, recover, compromise, receive and give acquittance
      and
      receipts for moneys due and to become due under or in connection with the
      Accounts or any other Collateral of such Grantor;

     

    (b) to
      receive and open all mail addressed to such Grantor and to notify postal
      authorities to change the address for the delivery of mail to such Grantor
      to
      that of Agent;

     

    (c) to
      receive, endorse, and collect any drafts or other instruments, documents,
      Negotiable Collateral or Chattel Paper;

     

    (d) to
      file
      any claims or take any action or institute any proceedings which Agent may
      deem
      necessary or desirable for the collection of any of the Collateral of such
      Grantor or otherwise to enforce the rights of Agent with respect to any of
      the
      Collateral;

     

    (e) to
      repair, alter, or supply goods, if any, necessary to fulfill in whole or in
      part
      the purchase order of any Person obligated to such Grantor in respect of any
      Account of such Grantor; 

     

    (f) to
      use
      any labels, Patents, Trademarks, trade names, URLs, domain names, industrial
      designs, Copyrights, advertising matter or other industrial or intellectual
      property rights, in advertising for sale and selling Inventory and other
      Collateral and to collect any amounts due under Accounts, contracts or
      Negotiable Collateral of such Grantor; and

     

    (g) Agent
      on
      behalf of the Lender Group and the Bank Product Providers shall have the right,
      but shall not be obligated, to bring suit in its own name to enforce the
      Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if
      Agent
      shall commence any such suit, the appropriate Grantor shall, at the request
      of
      Agent, do any and all lawful acts and execute any and all proper documents
      reasonably required by Agent in aid of such enforcement. 

     

    To
      the
      extent permitted by law, each Grantor hereby ratifies all that such
      attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This
      power of attorney is coupled with an interest and shall be irrevocable until
      this Agreement is terminated in accordance with the Credit Agreement.


     

    11. Agent
      May Perform.
      If any
      Grantor fails to perform any agreement contained herein, Agent may itself
      perform, or cause performance of, such agreement, and the reasonable expenses
      of
      Agent incurred in connection therewith shall be payable, jointly and severally,
      by Grantors.

     

    12. Agent's
      Duties.
      The
      powers conferred on Agent hereunder are solely to protect Agent's interest
      in
      the Collateral, for the benefit of the Lender Group and the Bank Product
      Providers, and shall not impose any duty upon Agent to exercise any such powers.
      Except for the safe custody of any Collateral in its actual possession and
      the
      accounting for moneys actually received by it hereunder, Agent shall have no
      duty as to any Collateral or as to the taking of any necessary steps to preserve
      rights against prior parties or any other rights pertaining to any Collateral.
      Agent shall be deemed to have exercised reasonable care in the custody and
      preservation of any Collateral in its actual possession if such Collateral
      is
      accorded treatment substantially equal to that which Agent accords its own
      property. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    13. Collection
      of Accounts, General Intangibles and Negotiable Collateral.
      At any
      time upon the occurrence and during the continuation of an Event of Default,
      Agent or Agent's designee may (a) notify Account Debtors of any Grantor that
      such Grantor's Accounts, General Intangibles, Chattel Paper or Negotiable
      Collateral have been assigned to Agent, for the benefit of the Lender Group
      and
      the Bank Product Provider, or that Agent has a security interest therein, and
      (b) collect such Grantor's Accounts, General Intangibles and Negotiable
      Collateral directly, and any reasonable collection costs and expenses shall
      constitute part of such Grantor's Secured Obligations under the Loan
      Documents.

     

    14. Disposition
      of Pledged Interests by Agent.
      None of
      the Pledged Interests existing as of the date of this Agreement are, and none
      of
      the Pledged Interests hereafter acquired on the date of acquisition thereof
      will
      be, registered or qualified under the various federal or state securities laws
      of the United States and disposition thereof after an Event of Default may
      be
      restricted to one or more private (instead of public) sales in view of the
      lack
      of such registration. Each Grantor understands that in connection with such
      disposition, Agent may approach only a restricted number of potential purchasers
      and further understands that a sale under such circumstances may yield a lower
      price for the Pledged Interests than if the Pledged Interests were registered
      and qualified pursuant to federal and state securities laws and sold on the
      open
      market. Each Grantor, therefore, agrees that: (a) if Agent shall, pursuant
      to
      the terms of this Agreement, sell or cause the Pledged Interests or any portion
      thereof to be sold at a private sale, Agent shall have the right to rely upon
      the advice and opinion of any nationally recognized brokerage or investment
      firm
      (but shall not be obligated to seek such advice and the failure to do so shall
      not be considered in determining the commercial reasonableness of such action)
      as to the best manner in which to offer the Pledged Interest or any portion
      thereof for sale and as to the best price reasonably obtainable at the private
      sale thereof; and (b) such reliance shall be conclusive evidence that Agent
      has
      handled the disposition in a commercially reasonable manner. 

     

    15. Voting
      Rights.

     

    (a) Upon
      the
      occurrence and during the continuation of an Event of Default, (i) Agent may,
      at
      its option, and with prior notice (unless such Event of Default is an Event
      of
      Default specified in Sections
      7.4
      or
7.5
      of the
      Credit Agreement, in which case no such notice need be given) to any Grantor,
      and in addition to all rights and remedies available to Agent under any other
      agreement, at law, in equity, or otherwise, exercise all voting rights, and
      all
      other ownership or consensual rights in respect of the Pledged Interests owned
      by such Grantor, but under no circumstances is Agent obligated by the terms
      of
      this Agreement to exercise such rights, and (ii) if Agent duly exercises its
      right to vote any of such Pledged Interests, each Grantor hereby appoints Agent,
      such Grantor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote
      such Pledged Interests in any manner Agent deems advisable for or against all
      matters submitted or which may be submitted to a vote of shareholders, partners
      or members, as the case may be. The power-of-attorney granted hereby is coupled
      with an interest and shall be irrevocable.

     

    (b) For
      so
      long as any Grantor shall have the right to vote the Pledged Interests owned
      by
      it, such Grantor covenants and agrees that it will not, without the prior
      written consent of Agent, vote or take any consensual action with respect to
      such Pledged Interests which would adversely affect the rights of Agent and
      the
      other members of the Lender Group or the value of the Pledged Interests.


     

    16. Remedies.
      Upon
      the occurrence and during the continuance of an Event of Default:

     

    (a) Agent
      may
      exercise in respect of the Collateral, in addition to other rights and remedies
      provided for herein, in the other Loan Documents, or otherwise available to
      it,
      all the rights and remedies of a secured party on default under the Code or
      any
      other applicable law. Without limiting the generality of the foregoing, each
      Grantor expressly agrees that, in any such event, Agent, without demand of
      performance or other demand, advertisement or notice of any kind (except a
      notice specified below of time and place of public or private sale) to or upon
      any of Grantors or any other Person (all and each of which demands,
      advertisements and notices are hereby expressly waived to the maximum extent
      permitted by the Code or any other applicable law), may take immediate
      possession of all or any portion of the Collateral and (i) require Grantors
      to,
      and each Grantor hereby agrees that it will at its own expense and upon request
      of Agent forthwith, assemble all or part of the Collateral as directed by Agent
      and make it available to Agent at one or more locations where such Grantor
      regularly maintains Inventory, and (ii) without notice except as specified
      below, sell the Collateral or any part thereof in one or more parcels at public
      or private sale, at any of Agent's offices or elsewhere, for cash, on credit,
      and upon such other terms as Agent may deem commercially reasonable. Each
      Grantor agrees that, to the extent notice of sale shall be required by law,
      at
      least 10 days written notice to any of Grantors of the time and place of any
      public sale or the time after which any private sale is to be made shall
      constitute reasonable notification and specifically such notice shall constitute
      a reasonable "authenticated notification of disposition" within the meaning
      of
      Section 9-611 of the Code. Agent shall not be obligated to make any sale of
      Collateral regardless of notice of sale having been given. Agent may adjourn
      any
      public or private sale from time to time by announcement at the time and place
      fixed therefor, and such sale may, without further notice, be made at the time
      and place to which it was so adjourned.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (b) Agent
      is
      hereby granted a license or other right to use, without liability for royalties
      or any other charge, each Grantor's labels, Patents, Copyrights, rights of
      use
      of any name, trade secrets, trade names, Trademarks, service marks and
      advertising matter, URLs, domain names, industrial designs, other industrial
      or
      intellectual property or any property of a similar nature, whether owned or
      licensable by any of Grantors or with respect to which any of Grantors have
      sublicensable rights under license, sublicense, or other agreements, as it
      pertains to the Collateral, in preparing for sale, advertising for sale and
      selling any Collateral, and each Grantor's rights under all licenses and all
      franchise agreements shall inure to the benefit of Agent.

     

    (c) Any
      cash
      held by Agent as Collateral and all cash proceeds received by Agent in respect
      of any sale of, collection from, or other realization upon all or any part
      of
      the Collateral shall be applied against the Secured Obligations in the order
      set
      forth in the Credit Agreement. In the event the proceeds of Collateral are
      insufficient to satisfy all of the Secured Obligations in full, each Grantor
      shall remain jointly and severally liable for any such deficiency.

     

    (d) Each
      Grantor hereby acknowledges that the Secured Obligations arose out of a
      commercial transaction, and agrees that if an Event of Default shall occur
      and
      be continuing Agent shall have the right to an immediate writ of possession
      without notice of a hearing. Agent shall have the right to the appointment
      of a
      receiver for the properties and assets of each Grantor, and each Grantor hereby
      consents to such rights and such appointment and hereby waives any objection
      such Grantor may have thereto or the right to have a bond or other security
      posted by Agent.

     

    17. Remedies
      Cumulative.
      Each
      right, power, and remedy of Agent as provided for in this Agreement or in the
      other Loan Documents or now or hereafter existing at law or in equity or by
      statute or otherwise shall be cumulative and concurrent and shall be in addition
      to every other right, power, or remedy provided for in this Agreement or in
      the
      other Loan Documents or now or hereafter existing at law or in equity or by
      statute or otherwise, and the exercise or beginning of the exercise by Agent,
      of
      any one or more of such rights, powers, or remedies shall not preclude the
      simultaneous or later exercise by Agent of any or all such other rights, powers,
      or remedies.

     

    18. Marshaling.
      Agent
      shall not be required to marshal any present or future collateral security
      (including but not limited to the Collateral) for, or other assurances of
      payment of, the Secured Obligations or any of them or to resort to such
      collateral security or other assurances of payment in any particular order,
      and
      all of its rights and remedies hereunder and in respect of such collateral
      security and other assurances of payment shall be cumulative and in addition
      to
      all other rights and remedies, however existing or arising. To the extent that
      it lawfully may, each Grantor hereby agrees that it will not invoke any law
      relating to the marshaling of collateral which might cause delay in or impede
      the enforcement of Agent's rights and remedies under this Agreement or under
      any
      other instrument creating or evidencing any of the Secured Obligations or under
      which any of the Secured Obligations is outstanding or by which any of the
      Secured Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, each Grantor hereby irrevocably waives the
      benefits of all such laws.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    19. Indemnity
      and Expenses.
      

     

    (a) Each
      Grantor agrees to indemnify Agent and the other members of the Lender Group
      from
      and against all claims, lawsuits and liabilities (including reasonable attorneys
      fees) growing out of or resulting from this Agreement (including enforcement
      of
      this Agreement) or any other Loan Document to which such Grantor is a party,
      except claims, losses or liabilities resulting from the gross negligence or
      willful misconduct of the party seeking indemnification as determined by a
      final
      non-appealable order of a court of competent jurisdiction. This provision shall
      survive the termination of this Agreement and the Credit Agreement and the
      repayment of the Secured Obligations.

     

    (b) Grantors,
      jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge
      to
      the Loan Account) all the Lender Group Expenses which Agent may incur in
      connection with (i) the administration of this Agreement, (ii) the custody,
      preservation, use or operation of, or, upon an Event of Default, the sale of,
      collection from, or other realization upon, any of the Collateral in accordance
      with this Agreement and the other Loan Documents, (iii) the exercise or
      enforcement of any of the rights of Agent hereunder or (iv) the failure by
      any
      of Grantors to perform or observe any of the provisions hereof.

     

    20. Merger,
      Amendments; Etc.
      THIS
      AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
      AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this
      Agreement, and no consent to any departure by any of Grantors herefrom, shall
      in
      any event be effective unless the same shall be in writing and signed by Agent,
      and then such waiver or consent shall be effective only in the specific instance
      and for the specific purpose for which given. No amendment of any provision
      of
      this Agreement shall be effective unless the same shall be in writing and signed
      by Agent and each of Grantors to which such amendment applies.

     

    21. Addresses
      for Notices.
      All
      notices and other communications provided for hereunder shall be given in the
      form and manner and delivered to Agent at its address specified in the Credit
      Agreement, and to any of the Grantors at their respective addresses specified
      in
      the Credit Agreement or Guaranty, as applicable, or, as to any party, at such
      other address as shall be designated by such party in a written notice to the
      other party.

     

    22. Continuing
      Security Interest: Assignments under Credit Agreement.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall (a) remain in full force and effect until the Obligations have been paid
      in full in cash in accordance with the provisions of the Credit Agreement and
      the Commitments have expired or have been terminated, (b) be binding upon each
      Grantor, and their respective successors and assigns, and (c) inure to the
      benefit of, and be enforceable by, Agent, and its successors, transferees and
      assigns. Without limiting the generality of the foregoing clause (c), any Lender
      may, in accordance with the provisions of the Credit Agreement, assign or
      otherwise transfer all or any portion of its rights and obligations under the
      Credit Agreement to any other Person, and such other Person shall thereupon
      become vested with all the benefits in respect thereof granted to such Lender
      herein or otherwise. Upon payment in full in cash of the Obligations in
      accordance with the provisions of the Credit Agreement and the expiration or
      termination of the Commitments, the Security Interest granted hereby shall
      terminate and all rights to the Collateral shall revert to Grantors or any
      other
      Person entitled thereto. At such time, Agent will file or authorize the filing
      of appropriate termination statements to terminate such Security Interest.
      No
      transfer or renewal, extension, assignment, or termination of this Agreement
      or
      of the Credit Agreement, any other Loan Document, or any other instrument or
      document executed and delivered by any Grantor to Agent nor any additional
      Advances or other loans made by any Lender to Borrowers, nor the taking of
      further security, nor the retaking or re-delivery of the Collateral to Grantors,
      or any of them, by Agent, nor any other act of the Lender Group or the Bank
      Product Providers, or any of them, shall release any of Grantors from any
      obligation, except a release or discharge executed in writing by Agent in
      accordance with the provisions of the Credit Agreement. Agent shall not by
      any
      act, delay, omission or otherwise, be deemed to have waived any of its rights
      or
      remedies hereunder, unless such waiver is in writing and signed by Agent and
      then only to the extent therein set forth. A waiver by Agent of any right or
      remedy on any occasion shall not be construed as a bar to the exercise of any
      such right or remedy which Agent would otherwise have had on any other
      occasion.

     

    
      
        
        

      

      
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    23. Governing
      Law.

     

    (a) THE
      VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
      PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER
      LOAN
      DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
      AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
      ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
      UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    (b) THE
      PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN
      THE
      STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
      HOWEVER,
      THAT
      ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
      BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS
      TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
      AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
      ANY
      RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS
      OR TO
      OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
      THIS
SECTION
      23(b).

     

    (c) TO
      THE
      MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE
      THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
      UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
      THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
      ALL
      OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT
      EACH
      HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
      TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
      LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
      TRIAL BY THE COURT.

     

    24. New
      Subsidiaries.
      Pursuant to Section
      5.16
      of the
      Credit Agreement, any new direct or indirect Subsidiary (whether by acquisition
      or creation) of any Borrower or any other Grantor (other than an Inactive
      Subsidiary) is required to enter into this Agreement by executing and delivering
      in favor of Agent a supplement to this Agreement in the form of Annex
      1
      attached
      hereto. Upon the execution and delivery of Annex
      1
      by such
      new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same
      force and effect as if originally named as a Grantor herein. The execution
      and
      delivery of any instrument adding an additional Grantor as a party to this
      Agreement shall not require the consent of any Grantor hereunder. The rights
      and
      obligations of each Grantor hereunder shall remain in full force and effect
      notwithstanding the addition of any new Grantor hereunder, except as permitted
      under the Credit Agreement.

     

    25. Agent.
      Each
      reference herein to any right granted to, benefit conferred upon or power
      exercisable by the "Agent" shall be a reference to Agent, for the benefit of
      the
      Lender Group and the Bank Product Providers.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    26. Miscellaneous.

     

    (a) This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts, each of which, when executed and delivered, shall
      be
      deemed to be an original, and all of which, when taken together, shall
      constitute but one and the same Agreement. Delivery of an executed counterpart
      of this Agreement by telefacsimile or other electronic method of transmission
      shall be equally as effective as delivery of an original executed counterpart
      of
      this Agreement. Any party delivering an executed counterpart of this Agreement
      by telefacsimile or other electronic method of transmission also shall deliver
      an original executed counterpart of this Agreement but the failure to deliver
      an
      original executed counterpart shall not affect the validity, enforceability,
      and
      binding effect of this Agreement. The foregoing shall apply to each other Loan
      Document mutatis
      mutandis.

     

    (b) Any
      provision of this Agreement which is prohibited or unenforceable shall be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof in that jurisdiction or affecting
      the validity or enforceability of such provision in any other
      jurisdiction.

     

    (c) Headings
      used in this Agreement are for convenience only and shall not be used in
      connection with the interpretation of any provision hereof.

     

    (d) The
      pronouns used herein shall include, when appropriate, either gender and both
      singular and plural, and the grammatical construction of sentences shall conform
      thereto.

     

    (e) Unless
      the context of this Agreement or any other Loan Document clearly requires
      otherwise, references to the plural include the singular, references to the
      singular include the plural, the terms "includes" and "including" are not
      limiting, and the term "or" has, except where otherwise indicated, the inclusive
      meaning represented by the phrase "and/or." The words "hereof," "herein,"
      "hereby," "hereunder," and similar terms in this Agreement or any other Loan
      Document refer to this Agreement or such other Loan Document, as the case may
      be, as a whole and not to any particular provision of this Agreement or such
      other Loan Document, as the case may be. Section, subsection, clause, schedule,
      and exhibit references herein are to this Agreement unless otherwise specified.
      Any reference in this Agreement or in any other Loan Document to any agreement,
      instrument, or document shall include all alterations, amendments, changes,
      extensions, modifications, renewals, replacements, substitutions, joinders,
      and
      supplements, thereto and thereof, as applicable (subject to any restrictions
      on
      such alterations, amendments, changes, extensions, modifications, renewals,
      replacements, substitutions, joinders, and supplements set forth herein). Any
      reference herein or in any other Loan Document to the satisfaction or repayment
      in full of the Obligations shall mean the repayment in full in cash (or cash
      collateralization in accordance with the terms hereof) of all Obligations other
      than unasserted contingent indemnification Obligations and other than any Bank
      Product Obligations that, at such time, are allowed by the applicable Bank
      Product Provider to remain outstanding and that are not required by the
      provisions of the Credit Agreement to be repaid or cash collateralized. Any
      reference herein to any Person shall be construed to include such Person's
      successors and assigns. Any requirement of a writing contained herein or in
      any
      other Loan Document shall be satisfied by the transmission of a Record and
      any
      Record so transmitted shall constitute a representation and warranty as to
      the
      accuracy and completeness of the information contained therein.

     

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    IN
      WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement
      by
      and through their duly authorized officers, as of the day and year first above
      written.

     

    
      	
              GRANTORS:

            	
              BORROWERS:

               

            
	 	
              TAKE-TWO
                INTERACTIVE SOFTWARE, INC., 

              a
                Delaware corporation

               

              By:
                /s/
                Lainie Goldstein

              
                

              

              Name:
                Lainie Goldstein

              Title:
                Chief Financial Officer

            
	 	 
	 	
              JACK
                OF ALL GAMES, INC., 

              a
                New York corporation

               

              By:
                /s/
                Lainie Goldstein

              
                

              

              Name:
                Lainie Goldstein

              Title:
                Chief Financial Officer

            
	 	 
	 	
               

              GUARANTORS:

               

            
	 	
              2K
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              2KSPORTS,
                INC.,

              a
                Delaware corporation

            
	 	 
	 	
              FIRAXIS
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              FROG
                CITY SOFTWARE, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              GLOBAL
                STAR SOFTWARE, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              INDIE
                BUILT, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              INVENTORY
                MANAGEMENT SYSTEMS, INC., 

              a
                Delaware corporation

            
	 	 
	 	
              KUSH
                GAMES, INC.,

              a
                California corporation

            
	 	 
	 	
              TAKE-TWO
                LICENSING, INC.,

              a
                Delaware corporation

            
	 	 
	 	
              TALONSOFT,
                INC.,

              a
                Delaware corporation

            
	 	 
	 	
              VISUAL
                CONCEPTS ENTERTAINMENT, 

              a
                California corporation

            
	 	 
	 	
              VLM
                ENTERTAINMENT GROUP, INC.,

              a
                Delaware corporation

            
	 	 
	
            	
              By:
                
                 

                Name:

              

            	
              /s/
                Lainie Goldstein

              
                

              

              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 	 
	 	
              ANGEL
                STUDIOS, INC.,

              a
                Virginia corporation

            
	 	 
	 	
              IRRATIONAL
                STUDIOS LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              ROCKSTAR
                GAMES, INC.,

              a
                Delaware corporation

            
	 	 
	 	 
	 	
              By:

               

              Name:

            	
              /s/
                Lainie Goldstein 

                

              

              Lainie
                Glodstein

            
	 	
              Title:

            	
              Treasurer

            
	 	 
	 	 
	 	
              CAT
                DADDY GAMES, L.L.C., 

              a
                Washington limited liability company

            
	 	 
	 	
              By:
                Take-Two Interactive Software, Inc., its sole 

              member

            
	 	 
	 	 
	 	
              By:

               

              Name:

            	
              /s/
                Lainie Goldstein

              
                

              

              Lainie
                Goldstein

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 
	 	 
	 	
              FREEDOM
                FORCE PROPERTIES LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              IRRATIONAL
                GAMES LLC,

              a
                Delaware limited liability company

            
	 	 
	 	
              IRRATIONAL
                GAMES DEVELOPMENT LLC, 

              a
                Delaware limited liability company

            
	 	 
	 	
              By:
                Irrational Studios LLC, its sole member

            
	 	 
	 	
              By:

               

              Name:

            	
              /s/
                Lainie Goldstein

              
                

                Lainie
                  Goldstein

              

            
	 	
              Title:

            	
              Treasurer

            
	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	 
	
              AGENT:

            	
              WELLS
                FARGO FOOTHILL, INC.,
                as Agent

               

               

              By:
                /s/ Erik R. Sawyer
                

              

              Name:
                Erik R. Sawyer 

              Title:
                SVP

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    List
      of Omitted Schedules, Exhibits, and Annexes

    


    SCHEDULES

    


    
      
        	1	
                Commercial
                  Tort Claims

              


      

    

    
      	2	
              Copyrights

            


    

    
      	3	
              Intellectual
                Property Licenses

            


    

    
      	4	
              Patents

            


    

    
      	5	
              Pledged
                Companies

            


    

    5(c)    

    
      	6	
              Trademarks

            


    

    
      	7	
              Owned
                Real Property

            


    

    
      	8	
              List
                of Uniform Commercial Code Filing
                Jurisdictions

            


    

    
      	9	
              Motor
                Vehicles

            


    

    
      	10	
              Pledged
                Notes

            


    

    


    EXHIBITS:
      

    


    
      	A	
              Copyright
                Security Agreement

            


    

    
      	B	
              Patent
                Security Agreement

            


    

    
      	C	
              Pledged
                Interests Addendum

            


    

    
      	D	
              Trademark
                Security Agreement

            


    

    
      	E	
              Pledged
                Note Addendum

            


    

    


    ANNEXES:
      

    


    Annex
      1
      to Security Agreement  Form
      of
      Supplement

    


    The
      Registrant will furnish the omitted schedules, exhibits, and annexes to the
      Commission upon request.