SECURITY AGREEMENT


                          Dated as of December 31, 1998

                                      From

                             AUDIO BOOK CLUB, INC.,

                          ABC INTERNET SERVICES, INC.,

                          CLASSIC RADIO HOLDING CORP.,

                        CLASSIC RADIO ACQUISITION CORP.,

                              ABC INVESTMENT CORP.

                                       and

                              CH ACQUISITIONS CORP.

                                   as Grantors

                                       to

                              FLEET NATIONAL BANK,

                             as Administrative Agent





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                                TABLE OF CONTENTS

SECURITY AGREEMENT ..................................................      1

PRELIMINARY STATEMENTS ..............................................      1
     Section 1.    Grant of Security ................................      2
     Section 2.    Security for Obligations .........................      6
     Section 3.    Grantors Remain Liable ...........................      6
     Section 4.    Delivery of Security Collateral and
                     Account Collateral .............................      6
     Section 5.    Maintaining the L/C Cash Collateral Account ......      6
     Section 6.    Investing of Amounts in the L/C
                     Cash Collateral Account ........................      7
     Section 7.    Release of Amounts ...............................      7
     Section 8.    Representations and Warranties ...................      7
     Section 9.    Further Assurances ...............................      9
     Section 10.   As to Equipment and Inventory ....................     10
     Section 11.   Insurance ........................................     10
     Section 12.   Place of Perfection; Record;
                     Collection of Receivables ......................     11
     Section 13.   Voting Rights; Dividends; Etc ....................     12
     Section 14.   As to the Assigned Agreements ....................     14
     Section 15.   Payments Under the Assigned Agreements ...........     14
     Section 16.   Transfers and Other Liens;
                     Additional Shares ..............................     15
     Section 17.   Administrative Agent Appointed
                     Attorney-in-Fact ...............................     15
     Section 18.   Administrative Agent May Perform .................     16
     Section 19.   Administrative Agent's Duties ....................     16
     Section 20.   Remedies .........................................     16
     Section 21.   Registration Rights; Private Sale ................     17
     Section 22.   Indemnity and Expenses ...........................     18
     Section 23.   Security Interest Absolute .......................     19
     Section 24.   Amendments; Waivers; Etc .........................     19
     Section 25.   Addresses for Notices ............................     20
     Section 26.   Continuing Security Interest;
                     Assignments under the Credit Agreement .........     20
     Section 27.   Release and Termination ..........................     20
     Section 28.   Governing Law; Terms .............................     21
     Section 29.   JURISDICTION .....................................     21
     Section 30.   WAIVER OF JURY TRIAL .............................     22
     Section 31.   Counterparts .....................................     22



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                                    Schedules

             Schedule I       Pledged Shares and Pledged Debt

             Schedule II      Locations of Equipment and Inventory

             Schedule III     Trade Names



                                    Exhibits

             Exhibit A        Form of Cash Collateral Account Letter

             Exhibit B        Form of Consent and Agreement

             Exhibit C        Form of Security Agreement Supplement





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<PAGE>




                               SECURITY AGREEMENT


     SECURITY  AGREEMENT (this  "Agreement"),  dated as of December 31, 1998, by
and among Audio Book Club, Inc., a Florida  corporation having an office at 2295
Corporate Boulevard,  N.W., Suite 222, Boca Raton, Florida 33431 (the "Borrower"
or a "Grantor"),  ABC Internet Services,  Inc., a New York corporation having an
office at 2295 Corporate  Boulevard,  N.W., Suite 222, Boca Raton, Florida 33431
("ABC"), Classic Radio Holding Corp., a Delaware corporation having an office at
2295 Corporate  Boulevard,  N.W., Suite 222, Boca Raton, Florida 33431 ("Classic
Holding"),  Classic Radio Acquisition  Corp., a Delaware  corporation  having an
office at 2295 Corporate  Boulevard,  N.W., Suite 222, Boca Raton, Florida 33431
("Classic Acquisition"),  ABC Investment Corp., a Delaware corporation,  with an
office at 103 Springer  Building,  3411 Silver Side Road,  Wilmington,  Delaware
19810,  and CH Acquisitions  Corp., a Delaware  corporation  having an office at
2295  Corporate  Boulevard,  N.W.,  Suite 222,  Boca Raton,  Florida  33431 ("CH
Acquisitions  Corp.")  the  Additional  Grantors  (as  defined in Section  24(c)
hereof) (the  Additional  Grantors,  together  with the Borrower,  ABC,  Classic
Holding,  Classic  Acquisition,  ABC Investment Corp. and CH Acquisitions Corp.,
the "Grantors") and Fleet National Bank ("Fleet"),  as administrative  agent (in
such   capacity,   together   with  its   successors  in  such   capacity,   the
"Administrative  Agent")  for the  Secured  Parties  (as  defined  in the Credit
Agreement referred to below).

                             PRELIMINARY STATEMENTS

     (1) The Borrower has entered into a Credit Agreement, dated as of even date
herewith   (said   Agreement,   as  it  may  hereafter  be  amended,   restated,
supplemented,  extended or  otherwise  modified  from time to time,  the "Credit
Agreement";  the terms defined  therein and not otherwise  defined  herein being
used herein as therein  defined),  with the banks,  financial  institutions  and
other  institutional  lenders party thereto (the  "Lenders"),  Fleet, as Initial
Issuing Bank, as Swing Line Bank and as Administrative Agent.

     (2) Each Grantor is the owner of the shares (such shares being the "Pledged
Shares") set forth  opposite such  Grantor's name in Part I of Schedule I hereto
and  issued  by the  corporations  named  therein  and of the  indebtedness  for
borrowed  money (the "Pledged  Debt") set forth  opposite such Grantor's name in
Part II of Schedule I and issued by the obligors named  therein.

     (3) If and when determined by the Administrative  Agent, the Administrative
Agent will open a non-interest  bearing cash  collateral  account (the "L/C Cash
Collateral  Account")  with  Fleet at its  office at Fleet  National  Bank,  One
Federal Street,  Boston,  Massachusetts  02110, (or at such other institution as
may be acceptable to the Administrative  Agent), in the name of the Borrower but
under the sole control and dominion of the  Administrative  Agent and subject to
the terms of this Agreement.



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     (4) Each Grantor  other than the Borrower is a  wholly-owned  Subsidiary of
the Borrower and will derive substantial  benefit from the Advances made to, and
the issuance of Letters of Credit on behalf of, the Borrower.

     (5) It is a condition  precedent  to the Lenders'  making of Advances,  the
Issuing Bank's  issuing of Letters of Credit under the Credit  Agreement and the
Hedge Banks entering into Bank Hedge  Agreements  with the Borrower from time to
time that the Borrower shall have granted the  assignment and security  interest
and made the pledge and assignment contemplated by this Agreement.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lenders to make Advances under the Credit  Agreement,  the Issuing Bank to issue
Letters of Credit under the Credit  Agreement  and the Hedge Banks to enter into
Bank Hedge  Agreements with the Borrower from time to time, each of the Grantors
hereby  agrees  with  the   Administrative   Agent,   for  the  benefit  of  the
Administrative Agent and the ratable benefit of the Secured Parties, as follows:

     Section 1. Grant of  Security.  Each of the  Grantors  hereby  assigns  and
pledges to the Administrative Agent, for the benefit of the Administrative Agent
and the  ratable  benefit  of the  Secured  Parties,  and  hereby  grants to the
Administrative  Agent,  for the  benefit  of the  Administrative  Agent  and the
ratable  benefit of the Secured  Parties,  a security  interest in the following
(collectively, the "Collateral"):

          (a) all of such Grantor's machinery and equipment in all of its forms,
     whether now owned or hereafter arising or acquired,  wherever located,  now
     or  hereafter  existing,  all  fixtures  and  all  parts  thereof  and  all
     accessions  thereto  (any  and all  such  equipment,  fixtures,  parts  and
     accessions, the "Equipment");

          (b) all of such Grantor's  inventory in all of its forms,  whether now
     owned or hereafter arising or acquired,  wherever located, now or hereafter
     existing  (including,  without  limitation,  (i) raw  materials and work in
     process,  (ii)  finished  goods,  (iii)  materials  used or consumed in the
     manufacture or production thereof,  (iv) goods in which such Grantor has an
     interest  in mass  or a joint  or  other  interest  or  right  of any  kind
     (including, without limitation, goods in which such Grantor has an interest
     or right as consignee) and (v) goods that are returned to or repossessed by
     such Grantor),  and all accessions thereto,  products thereof and documents
     therefor (any and all such inventory,  accessions,  products and documents,
     the "Inventory");

          (c) all of such Grantor's  accounts,  contract rights,  chattel paper,
     instruments,  deposit  accounts and other  claims of any kind,  whether now
     owned or hereafter arising or acquired, now or hereafter existing,  whether
     or not arising out of or in  connection  with the sale or lease of goods or
     the rendering of services,  and all rights now or hereafter existing in and
     to  all  security  agreements,  leases  and  other  contracts  securing  or
     otherwise  relating to any such accounts,  contract rights,  chattel paper,
     instruments,  deposit accounts or claims, except that the Grantor shall not
     grant,  for so long as such grant would be  prohibited  by the terms of any
     such agreements, leases or other 



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<PAGE>



     contracts or by applicable law, a security interest in any such agreements,
     leases or other  contracts  with respect to which the grant of any security
     interest or collateral assignment  contemplated hereby is prohibited by its
     terms or by applicable  law (any and all such  accounts,  contract  rights,
     chattel paper, instruments,  deposit accounts and claims, to the extent not
     referred to in clause (d), (e) or (f) below, being the  "Receivables",  and
     any and all such leases,  security agreements and other contracts being the
     "Related Contracts");

          (d) all of such  Grantor's  right,  title and  interest,  whether  now
     existing or hereafter  arising or acquired,  in and to the  following  (the
     "Security Collateral"), without duplication:

               (i) the  Pledged  Shares and the  certificates  representing  the
          Pledged Shares,  including without  limitation,  the shares of capital
          stock  of all of such  Grantor's  Subsidiaries,  and the  certificates
          representing the Pledged Shares;  provided,  however, that only 65% of
          the shares of capital  stock of such  Grantor's  Foreign  Subsidiaries
          shall be  pledged,  and all  dividends,  cash,  instruments  and other
          property  from  time  to  time   received,   receivable  or  otherwise
          distributed  in  respect  of or in  exchange  for  any or all of  such
          Pledged Shares;

               (ii) the Pledged Debt and the instruments  evidencing the Pledged
          Debt, and all interest, cash, instruments and other property from time
          to time received, receivable or otherwise distributed in respect of or
          in exchange for any or all of the Pledged Debt;

               (iii) all additional shares of stock of any issuer of the Pledged
          Shares  from time to time  acquired  by such  Grantor  in any  manner,
          provided,  however,  that only 65% of the shares of  capital  stock of
          such Grantor's Foreign  Subsidiaries shall be pledged pursuant to this
          Agreement,  and the certificates  representing such additional shares,
          and all dividends,  cash,  instruments and other property from time to
          time received, receivable or otherwise distributed in respect of or in
          exchange for any or all of such shares;

               (iv) all additional  indebtedness for borrowed money from time to
          time owed to such  Grantor by any obligor of the Pledged  Debt and the
          instruments  evidencing  such  indebtedness,  and all interest,  cash,
          instruments and other property from time to time received,  receivable
          or otherwise  distributed  in respect of or in exchange for any or all
          of such indebtedness;

               (v) all additional  "investment property" (as defined in the UCC)
          now owned or hereafter arising or acquired by such Grantor  including,
          without  limitation,  (A)  all  securities,  whether  certificated  or
          uncertificated,   including,   without  limitation,   stocks,   bonds,
          interests  in  limited  liability  companies,  partnership  interests,
          treasuries,  certificates of deposit,  and mutual fund shares; (B) all
          security



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          entitlements of such Grantor including, without limitation, the rights
          of such Grantor to any  securities  account and the  financial  assets
          held by a securities  intermediary in such securities  account and any
          free  credit   balance  or  other   money  owing  by  any   securities
          intermediary with respect to that account; (C) all securities accounts
          held  by  such  Grantor;  (D)  all  commodity  contracts  held by such
          Grantor; and (E) all commodity accounts held by such Grantor.

          (e)  each  of the  agreements  to  which  such  Grantor  is now or may
     hereafter become a party, and each Hedge Agreement to which such Grantor is
     now or may hereafter become a party, in each case as such agreements may be
     amended,  restated or otherwise  modified from time to time, unless and for
     so long as the  Grantor  is not  permitted  to  grant a  security  interest
     therein or  collateral  assignment  thereof  (collectively,  the  "Assigned
     Agreements"), including, without limitation, (i) all rights of such Grantor
     to receive  moneys due and to become due under or pursuant to the  Assigned
     Agreements,  (ii) all rights of such  Grantor to  receive  proceeds  of any
     insurance,  indemnity,  warranty or guaranty  with  respect to the Assigned
     Agreements,  (iii) claims of such Grantor for damages arising out of or for
     breach of or default under the Assigned  Agreements,  and (iv) the right of
     such Grantor to terminate the Assigned  Agreements,  to perform  thereunder
     and to compel  performance and otherwise  exercise all remedies  thereunder
     (all such Collateral being the "Agreement Collateral");

          (f) all of such  Grantor's  right,  title and  interest,  whether  now
     existing  or  hereafter  arising  or  acquired,  in and  to  the  following
     (collectively, the "Account Collateral"):

               (i) the L/C Cash Collateral  Account,  all funds held therein and
          all  certificates   and  instruments,   if  any,  from  time  to  time
          representing or evidencing the L/C Cash Collateral Account;

               (ii) all deposit accounts of such Grantor, all funds held therein
          and  all  certificates  and  instruments,  if any,  from  time to time
          representing or evidencing such deposit accounts;

               (iii) all Collateral  Investments (as  hereinafter  defined) from
          time to time and all certificates  and instruments,  if any, from time
          to time representing or evidencing the Collateral Investments;

               (iv) all notes, certificates of deposit, deposit accounts, checks
          and other  instruments  from time to time  hereafter  delivered  to or
          otherwise  possessed by the  Administrative  Agent for or on behalf of
          such Grantor in  substitution  for or in addition to any or all of the
          then existing Account Collateral; and

               (v) all interest, dividends, cash, instruments and other property
          from time to time  received,  receivable or otherwise  distributed  in
          respect of or in exchange for any or all of the then existing  Account
          Collateral;  



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          (g) all of such  Grantor's  corporate and business  records,  customer
     lists,  credit  files,   computer  program  printouts  and  other  computer
     materials and records;


          (h) without limitation of any of the foregoing,  all of such Grantor's
     general intangibles, including, without limitation,

               (i) all choses in  action,  claims and causes of action or rights
          of recovery or set-off of every kind and  character,  and the goodwill
          of the business of such Grantor as a going concern;

               (ii) (A) all rights of such Grantor to receive  moneys due and to
          become  due under or  pursuant  to any  general  intangibles,  (B) all
          rights  of  such  Grantor  to  receive   proceeds  of  any  insurance,
          indemnity,   warranty  or  guaranty   with   respect  to  any  general
          intangibles,  (C) claims of such Grantor for damages arising out of or
          for breach of or default  under any general  intangibles,  and (D) the
          right of such Grantor to terminate any general intangibles, to perform
          thereunder  and to  compel  performance  and  otherwise  exercise  all
          remedies thereunder;

               (iii) all of such Grantor's  right,  title and interest,  whether
          now owned or hereafter  arising or acquired,  in and to the  following
          (individually a "Copyright" and collectively,  "Copyrights"):  (A) all
          copyrights and general  intangibles of like nature (whether registered
          or  unregistered),  now owned or  existing  or  hereafter  adopted  or
          acquired,   all   registrations  and  recordings   thereof,   and  all
          applications  in connection  therewith,  including all  registrations,
          recordings and  applications in the United States  Copyright Office or
          in any  similar  office or agency of the United  States,  any state or
          territory thereof,  or any other country or any political  subdivision
          thereof, and (B) all reissues, extensions or renewals thereof;

               (iv) all rights of such Grantor now owned or hereafter arising or
          acquired  under any and all  agreements  granting any right to use any
          Copyright;

               (v) all of such Grantor's right, title and interest,  whether now
          existing or  hereafter  arising or acquired,  in and to the  following
          (individually a "Patent" and collectively, "Patents"): (A) all letters
          patent of the United States or any other  country,  all  registrations
          and recordings thereof, and all applications for letters patent of the
          United  States  or  any  other   country,   including   registrations,
          recordings and  applications in the United States Patent and Trademark
          Office or in any similar  office or agency of the United  States,  any
          State  or  Territory  thereof,



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<PAGE>



          or  any  other   country,   and  (B)  all   reissues,   continuations,
          continuations-in-part or extensions thereof;

               (vi) all rights of such Grantor now owned or hereafter arising or
          acquired under any and all agreements  granting any right with respect
          to any invention on which a Patent is in existence;

               (vii) all of such Grantor's  right,  title and interest,  whether
          now existing or hereafter arising or acquired, in and to the following
          (individually a "Trademark" and collectively,  "Trademarks"):  (A) all
          trademarks,  trade  names,  corporate  names,  business  names,  trade
          styles,  service marks,  logos, other source or business  identifiers,
          prints  and  labels on which any of the  foregoing  have  appeared  or
          appear,  designs  and  general  intangibles  of like  nature  (whether
          registered  or  unregistered),  now  owned or  existing  or  hereafter
          adopted or acquired, all registrations and recordings thereof, and all
          applications  in  connection   therewith,   including   registrations,
          recordings and  applications in the United States Patent and Trademark
          Office or in any similar  office or agency of the United  States,  any
          state or  territory  thereof,  or any other  country or any  political
          subdivision  thereof;  and (B) all  reissues,  extensions  or renewals
          thereof; and

               (viii) all rights of such Grantor now owned or hereafter  arising
          or  acquired  under  all  agreements  granting  any  right  to use any
          Trademark or Trademark registration.

          (i)  all  proceeds  of  any  and  all  of  the  foregoing   Collateral
     (including,  without  limitation,  proceeds that constitute property of the
     types  described in clauses (a) - (h) of this Section 1) and, to the extent
     not otherwise  included,  all (i) payments under insurance  (whether or not
     the  Administrative  Agent is the loss payee  thereof),  or any  indemnity,
     warranty or  guaranty,  payable by reason of loss or damage to or otherwise
     with respect to any of the foregoing Collateral and (ii) cash.

     Section 2. Security for Obligations.  This Agreement secures the payment of
all  Obligations  of each  Grantor  now or  hereafter  existing  under  the Loan
Documents,  whether for principal,  interest,  fees,  expenses or otherwise (all
such  Obligations  being  the  "Secured  Obligations").   Without  limiting  the
generality of the foregoing,  this Agreement  secures the payment of all amounts
that  constitute  part of the  Secured  Obligations  and  would  be owed by such
Grantor  to the  Administrative  Agent or the  Secured  Parties  under  the Loan
Documents  and the  Bank  Hedge  Agreements  but  for the  fact  that  they  are
unenforceable   or  not   allowable  due  to  the  existence  of  a  bankruptcy,
reorganization or similar proceeding involving such Grantor.

     Section  3.  Grantors  Remain  Liable.  Anything  herein  to  the  contrary
notwithstanding,  (a) each Grantor  shall remain  liable under the contracts and
agreements  included



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<PAGE>



in the  Collateral  to which it is a party to the  extent  set forth  therein to
perform all of its duties and  obligations  thereunder  to the same extent as if
this  Agreement had not been  executed,  (b) the exercise by the  Administrative
Agent of any of the rights  hereunder  shall not release any Grantor from any of
its duties or  obligations  under the contracts and  agreements  included in the
Collateral to which it is a party and (c) neither the  Administrative  Agent nor
any Secured Party shall have any obligation or liability under the contracts and
agreements included in the Collateral by reason of this Agreement, nor shall the
Administrative  Agent or any Secured  Party be  obligated  to perform any of the
obligations  or  duties of any  Grantor  under  such  contracts  and  agreements
included  in the  Collateral  to which it is a party  or to take any  action  to
collect or enforce any claim for payment assigned hereunder.

     Section 4.  Delivery of Security  Collateral  and Account  Collateral.  All
certificates or instruments  representing or evidencing  Security  Collateral or
Account   Collateral  (except  those  relating  to  cash  accounts  and  deposit
instruments  not  required by the  Administrative  Agent to be  delivered to the
Administrative  Agent on the  Closing  Date (but which it  retains  the right to
require)  shall be delivered  to and held by or on behalf of the  Administrative
Agent pursuant hereto and shall be in suitable form for transfer by delivery, or
shall be accompanied  by duly executed  instruments of transfer or assignment in
blank, all in form and substance  satisfactory to the Administrative  Agent. The
Administrative  Agent shall have the right,  upon the  occurrence and during the
continuation of an Event of Default and on five (5) business days' notice to the
Borrower,  to transfer to or to register in the name of the Administrative Agent
or any of its  nominees any or all of the  Security  Collateral  and the Account
Collateral,  subject only to the revocable rights specified in Section 13(a). In
addition,  the Administrative Agent shall have the right at any time to exchange
certificates or instruments  representing or evidencing  Security  Collateral or
Account  Collateral  for  certificates  or  instruments  of  smaller  or  larger
denominations.

     Section 5.  Maintaining  the L/C Cash  Collateral  Account.  So long as any
Advance shall remain  unpaid,  any Letter of Credit shall be  outstanding or any
Lender shall have any Commitment under the Credit Agreement or any Hedge Bank or
any Loan Party shall have any obligations under any Hedge Agreement:

          (a) The Borrower  will maintain the L/C Cash  Collateral  Account with
     Fleet.

          (b) It  shall  be a term  and  condition  of the L/C  Cash  Collateral
     Account, notwithstanding any term or condition to the contrary in any other
     agreement  relating  to the L/C Cash  Collateral  Account  and,  except  as
     otherwise  provided by the  provisions of Section 7 and Section 20, that no
     amount  (including  interest on  Collateral  Investments)  shall be paid or
     released to or for the account of, or  withdrawn  by or for the account of,
     any Grantor or any other Person from the L/C Cash Collateral Account.

The L/C Cash Collateral  Account shall be subject to such  applicable  laws, and
such  applicable  regulations,  of the Board of Governors of the Federal Reserve
System and of any other appropriate  banking or governmental  authority,  as may
now or hereafter be in effect.



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<PAGE>



     Section 6.  Investing  of Amounts in the L/C Cash  Collateral  Account.  If
requested  by the  Borrower,  the  Administrative  Agent  will,  subject  to the
provisions  of Section 7 and Section 20, from time to time invest (a) amounts on
deposit  in the L/C Cash  Collateral  Account  in such Cash  Equivalents  as the
Borrower may select, in each case which investments shall be made in the name of
the Administrative Agent on behalf of the Borrower, and (b) interest paid on the
Cash Equivalents referred to in clause (a) above, and reinvest other proceeds of
any such Cash  Equivalents that may mature or be sold, in each case in such Cash
Equivalents as the Borrower may select,  in each case which investments shall be
made in the name of the Administrative Agent on behalf of the Borrower (the Cash
Equivalents  referred  to in  clauses  (a)  and  (b)  above  being  collectively
"Collateral  Investments").  Interest  and  proceeds  that are not  invested  or
reinvested in Collateral  Investments  as provided  above shall be deposited and
held in the L/C Cash Collateral Account.

     Section 7. Release of Amounts. Upon the drawing of any Letter of Credit for
which funds are on deposit in the L/C Cash Collateral Account,  such funds shall
be applied to reimburse the Issuing Bank or the  Revolving  Credit  Lenders,  as
applicable, as provided in the Credit Agreement.

     Section 8.  Representations  and  Warranties.  Each Grantor  represents and
warrants as follows:

          (a) All of such Grantor's existing Equipment and Inventory are located
     at the places  specified for such Grantor on Schedule II hereto.  The chief
     place of business and chief executive office of such Grantor and the office
     where such Grantor keeps its records  concerning the  Receivables,  and, to
     the extent  possessed,  the original copies of each Assigned  Agreement and
     all originals of all chattel paper that evidence Receivables, are currently
     located  at the  address  specified  below the name of such  Grantor on the
     signature  pages  hereof (or in the case of any  Additional  Grantor at the
     address  specified  below  the  name  of  such  Additional  Grantor  on the
     signature page of the Security Agreement  Supplement (as defined in Section
     24(c))  executed and  delivered by such  Additional  Grantor).  None of the
     material  Receivables or Agreement  Collateral is evidenced by a promissory
     note or other instrument.

          (b) Such Grantor is the legal and  beneficial  owner of the Collateral
     pledged by such Grantor  hereunder  free and clear of any Lien,  except for
     security   interests   created  or  permitted   under  the  Loan  Documents
     (including,  without limitation,  any Liens disclosed on Schedule 6.1(c) to
     the Credit Agreement). No effective financing statement or other instrument
     similar in effect  covering all or any part of the Collateral is on file in
     any recording  office,  except such as may have been filed: (i) in favor of
     the Administrative Agent relating to this Agreement or (ii) with respect to
     Permitted Liens or as otherwise permitted pursuant to the Credit Agreement.

          (c) Set forth below each  Grantor's  name on Schedule  III hereto is a
     complete and accurate  list of (i) all names under which such Grantor is or
     has been doing  business  within the last five  years  (including,  without
     limitation, all trade names, division names and fictitious names), (ii) all
     trade names that such  Grantor  owns or is licensed to use  (including  the
     expiration  date of such



                                       8
<PAGE>



     license)  and (iii) all trade names that such Grantor has  established  the
     right to use  (collectively,  the " Trade  Names").  Such  Grantor  has not
     changed within the past six months its name or identity,  by reorganization
     or  otherwise,  or its address set forth below the name of such  Grantor on
     the signature pages hereof or the Security  Agreement  Supplement  executed
     and  delivered  by it, as the case may be,  except as set forth on Schedule
     III hereto.

          (d) Except as set forth for each  Grantor on Schedule II hereto,  such
     Grantor has exclusive  possession and control of the existing Equipment and
     Inventory pledged by such Grantor hereunder.

          (e) The Pledged Shares owned by such Grantor have been duly authorized
     and  validly  issued  and are fully  paid and  non-assessable.  To the best
     knowledge of such  Grantor,  the Pledged Debt owed to such Grantor has been
     duly  authorized,  authenticated or issued and delivered and, is the legal,
     valid and binding obligation of the issuers thereof and is not in default.

          (f) The Pledged  Shares  constitute  the  percentage of the issued and
     outstanding shares of stock of the issuers thereof indicated on Schedule I.
     The Pledged  Debt is  outstanding  in the  principal  amount  indicated  on
     Schedule I.

          (g) The Assigned Agreements to which such Grantor is a party have been
     duly  authorized,  executed and delivered by such Grantor.  There exists no
     default  under any material  Assigned  Agreement to which such Grantor is a
     party,  by Grantor or, to  Grantor's  knowledge,  any other party  thereto,
     except under any Assigned  Agreement  which involves a sum not in excess of
     $50,000 individually or $250,000 in the aggregate per annum for any default
     which  individually  or in the  aggregate  with  other  defaults  would not
     reasonably  be expected to have a Material  Adverse  Effect.  If reasonably
     required by the Administrative  Agent each party to the Assigned Agreements
     to which such Grantor is a party, other than such Grantor, has executed and
     delivered to such Grantor a consent, in substantially the form of Exhibit C
     hereto,   to  the  assignment  of  the  Agreement  and  Collateral  to  the
     Administrative Agent pursuant to this Agreement.

          (h)  Upon  either  the  filing  by  the  Administrative  Agent  or its
     representatives of the proper financing  statements  referred to in Section
     3.1(a)(ii) of the Credit Agreement or the taking of possession  thereof, as
     applicable,  this Agreement, the pledge of the Security Collateral pursuant
     hereto and the pledge and  assignment  of the Account  Collateral  pursuant
     hereto create a valid and perfected first priority security interest in the
     Collateral of such Grantor which can be perfected by such filings or by the
     taking  of  possession,  to  the  extent  possession  is so  taken  by  the
     Administrative Agent, securing the payment of the Secured Obligations,  and
     all filings and other actions necessary or desirable to perfect and protect
     such security interest shall have been duly taken.

          (i) No consent of any other Person and no  authorization,  approval or
     other  action  by,  and no  notice  to or  filing  with,  any  governmental
     authority or  regulatory  body or other third party is required  either (i)
     for the grant by such  Grantor  of the  assignment  and  security  interest
     granted hereby,  for the pledge by such Grantor of the Security  Collateral
     pursuant  hereto or for the



                                       9
<PAGE>



     execution,  delivery or performance of this Agreement by such Grantor, (ii)
     for the perfection or  maintenance  of the pledge,  assignment and security
     interest  created  hereby  (including  the  first  priority  nature of such
     pledge,  assignment  or  security  interest),  except  for  the  filing  of
     financing and continuation  statements  under the Uniform  Commercial Code,
     which  financing  statements  are in proper form and are duly  executed and
     except  for any other  actions  required  to be taken as  requested  by the
     Administrative  Agent which have been duly taken, or (iii) for the exercise
     by the  Administrative  Agent of its voting or other rights provided for in
     this  Agreement  or the remedies in respect of the  Collateral  pursuant to
     this  Agreement,   except  as  may  be  required  in  connection  with  the
     disposition of any portion of the Security Collateral by laws affecting the
     offering and sale of securities generally.

          (j) The  Inventory  which has been  produced by such  Grantor has been
     produced in compliance  with all  requirements  of the Fair Labor Standards
     Act.

     Section 9. Further Assurances.

          (a) Each of the Grantors agrees that from time to time, at the expense
     of the Borrower, such Grantor will promptly execute and deliver all further
     instruments  and  documents,  and  take  all  further  action,  that may be
     necessary,  or that the  Administrative  Agent may reasonably  request,  in
     order to perfect and protect any pledge,  assignment  or security  interest
     granted or purported to be granted  hereby or to enable the  Administrative
     Agent to  exercise  and  enforce  its rights and  remedies  hereunder  with
     respect  to  any  Collateral.   Without  limiting  the  generality  of  the
     foregoing,  such  Grantor  will,  upon any such  reasonable  request of the
     Administrative Agent: (i) upon the occurrence and during the continuance of
     an Event of  Default  mark  conspicuously  each  document  included  in the
     Inventory pledged by such Grantor hereunder, each chattel paper included in
     the Receivables  pledged by such Grantor  hereunder,  each Related Contract
     pledged by such Grantor hereunder,  each Assigned Agreement pledged by such
     Grantor hereunder and each of its records pertaining to the Collateral with
     a legend, in form and substance  satisfactory to the Administrative  Agent,
     indicating that such document,  chattel paper,  Related Contract,  Assigned
     Agreement or Collateral is subject to the security interest granted hereby;
     (ii) if any Collateral pledged by such Grantor hereunder shall be evidenced
     by a promissory  note or other  instrument  or chattel  paper,  deliver and
     pledge to the  Administrative  Agent  hereunder  such note or instrument or
     chattel paper duly indorsed and accompanied by duly executed instruments of
     transfer  or  assignment,  all in form and  substance  satisfactory  to the
     Administrative  Agent;  and (iii)  execute such  financing or  continuation
     statements, or amendments thereto, and such other instruments or notices as
     may be reasonably requested by the Administrative Agent in order to perfect
     and  preserve  the pledge,  assignment  and  security  interest  granted or
     purported to be granted hereby.

          (b) Each Grantor hereby  authorizes the  Administrative  Agent to file
     one or more financing or continuation  statements,  and amendments thereto,
     relating  to all or any  part of the  Collateral  pledged  by such  Grantor
     hereunder,  without the signature of such Grantor where permitted by law in
     order to perfect and preserve the pledge,  assignment and security interest
     granted or purported to be granted  hereby.  A copy of each such  statement
     and amendment will be timely 



                                       10
<PAGE>



     provided  to such  Grantor.  A  photocopy  or  other  reproduction  of this
     Agreement or any financing  statement  covering its  Collateral or any part
     thereof  shall be sufficient as a financing  statement  where  permitted by
     law.

          (c) Each Grantor will furnish to the Administrative Agent from time to
     time  statements  and schedules  further  identifying  and  describing  the
     Collateral  and such  reports  in  connection  with its  Collateral  as the
     Administrative Agent may reasonably request, all in reasonable detail.

          (d) Each Grantor hereby agrees, upon the request of the Administrative
     Agent at any time following the occurrence and during the continuance of an
     Event of Default,  and at the expense of the Borrower,  (i) within fourteen
     (14) days after such request deliver to the  Administrative  Agent a letter
     agreement among such Grantor, Fleet and the Administrative Agent in respect
     of the main cash  concentration  account of such Grantor,  which  agreement
     shall be in  substantially  the  form of  Exhibit  A  hereto,  (ii)  within
     twenty-one (21) days after such request deliver to the Administrative Agent
     a letter  agreement,  in  substantially  the form of  Exhibit B hereto,  in
     respect of each lockbox and blocked deposit account of such Grantor,  (iii)
     within  thirty  (30)  days  after  such  request,   take  whatever   action
     (including,  without  limitation,  the  filing of Uniform  Commercial  Code
     financing  statements)  as may be reasonably  necessary or advisable in the
     sole discretion of the  Administrative  Agent to vest in the Administrative
     Agent (or in any representative of the  Administrative  Agent designated by
     it), for the benefit of the Administrative Agent and the ratable benefit of
     the  Secured  Parties,   valid  and  subsisting  Liens  on  the  main  cash
     concentration  accounts  of the  Borrower  and each other  Grantor  and the
     lockboxes and blocked  deposit  accounts of the  Grantors,  and (iv) at any
     time and from  time to  time,  promptly  execute  and  deliver  any and all
     further  instruments  and  documents  and take all such other action as the
     Administrative  Agent may deem  reasonably  necessary in obtaining the full
     benefits  of the  Liens  on,  or in  preserving  the  Liens  in,  such main
     concentration accounts, lockboxes and blocked deposit accounts.

     Section 10. As to Equipment and Inventory.

          (a) Each Grantor shall keep the  Equipment  and Inventory  (other than
     Inventory sold in the ordinary course of business)  pledged by such Grantor
     hereunder at the places therefor specified in Section 8(a) or, upon fifteen
     (15) days' prior written notice to the Administrative  Agent, at such other
     places in a  jurisdiction  where all action  required by this  Agreement to
     maintain  the  security  interest  of  the  Administrative  Agent  in  such
     Equipment and Inventory  granted  hereby shall have been taken with respect
     to such Equipment and Inventory.

          (b) Each  Grantor  shall cause the  Equipment  pledged by such Grantor
     hereunder  which  individually  or in the  aggregate  is  material  to such
     Grantor's   business  to  be  maintained  and  preserved  in  good  working
     condition,  repair and working  order,  ordinary wear and tear excepted and
     except for insured casualty losses and shall  forthwith,  or in the case of
     any loss or damage to any of such  Equipment,  as  quickly  as  practicable
     after  the  occurrence  thereof,  make or  cause  to be made  all  repairs,
     replacements  and  other  improvements  in  connection  therewith  that are
     necessary or desirable to such end. Each Grantor shall promptly  furnish to
     the Administrative  Agent a statement  respecting



                                       11
<PAGE>



     any  loss  or  damage  to any of the  Equipment  pledged  by  such  Grantor
     hereunder  (other  than  immaterial  loss or  damage)  or loss or damage to
     Equipment  which  individually  or in the aggregate is not material to such
     Grantor's business.

          (c) Each  Grantor  shall  timely pay when due all  property  and other
     taxes, assessments and governmental charges or levies imposed upon, and all
     claims (including claims for labor,  materials and supplies)  against,  the
     Equipment  and  Inventory  pledged  by such  Grantor  hereunder;  provided,
     however,  that  such  Grantor  shall not be  required  to pay any such tax,
     assessment,  charge or claim that is being  contested  in good faith and by
     proper  proceedings  and  as  to  which  appropriate   reserves  are  being
     maintained,  unless and until any Lien resulting  therefrom attaches to its
     property  and  becomes  enforceable  against  the  Borrower  or  any of its
     Subsidiaries. In producing the Inventory pledged by such Grantor hereunder,
     each Grantor shall comply in all material respects with all requirements of
     the Fair Labor Standards Act.

     Section 11. Insurance.

          (a) Each Grantor shall,  at its own expense,  maintain  insurance with
     respect to the Equipment and Inventory pledged by such Grantor hereunder in
     such amounts,  against such risks, in such form and with such insurers,  as
     required by the Credit Agreement. Each policy for liability insurance shall
     provide for all losses to be paid on behalf of the Administrative Agent and
     each  Grantor as their  interests  may appear and each policy for  property
     damage  insurance shall provide for all losses (except so long as the payor
     shall not have received notice from the Administrative  Agent to the effect
     that an Event of Default shall have  occurred and is continuing  for losses
     of  less  than  $250,000  per  occurrence)  to  be  paid  directly  to  the
     Administrative  Agent and with  respect to losses of  $250,000  or more per
     occurrence  but not in excess of $500,000 per occurrence or $500,000 in the
     aggregate, the Administrative Agent shall, unless an Event of Default shall
     have  occurred  and  then  be  continuing,  make  such  insurance  proceeds
     available  to the  subject  Grantor  for the repair or  replacement  of the
     subject  Collateral.  Each  such  policy  shall in  addition  (i) name such
     Grantor and the Administrative Agent as insured parties thereunder (without
     any  representation  or warranty by or obligation  upon the  Administrative
     Agent) as their  interests  may appear,  (ii) contain the  agreement by the
     insurer  that any loss  thereunder  in excess of  $250,000  per  occurrence
     unless an Event of Default shall have  occurred and be continuing  shall be
     payable to the Administrative Agent notwithstanding any action, inaction or
     breach of  representation  or warranty by such Grantor,  (iii) provide that
     there shall be no recourse against the Administrative  Agent for payment of
     premiums or other  amounts with  respect  thereto and (iv) provide that the
     insurer shall  endeavor to provide at least thirty (30) days' prior written
     notice  of  cancellation  or of lapse  to the  Administrative  Agent.  Each
     Grantor shall, if so requested by the Administrative  Agent, deliver to the
     Administrative  Agent original or duplicate policies of such insurance and,
     as often as the Administrative  Agent may reasonably request, a report of a
     reputable  insurance broker with respect to such insurance.  Further,  each
     Grantor shall, at the request of the  Administrative  Agent,  duly exercise
     and deliver  instruments of assignment of its insurance  policies to comply
     with the  requirements  of Section 9 and cause the insurers to  acknowledge
     notice of such assignment.



                                       12
<PAGE>



          (b)  Reimbursement  under any  liability  insurance  maintained by any
     Grantor  pursuant to this Section 11 may be paid directly to the Person who
     shall have incurred  liability  covered by such  insurance.  In case of any
     loss involving  damage to Equipment or Inventory  which  individually or in
     the aggregate is material to such Grantor's business when subsection (c) of
     this Section 11 is not applicable,  the Grantor that owns such Equipment or
     Inventory  shall  make or  cause  to be made the  necessary  repairs  to or
     replacements  of such  Equipment or Inventory out of available net proceeds
     of insurance maintained by such Grantor pursuant to this Section 11.

          (c) Upon the  occurrence  and during the  continuance  of any Event of
     Default or the loss (equal to or in excess of $500,000 per occurrence or in
     the  aggregate) of any Equipment or  Inventory,  all insurance  payments in
     respect of such Equipment or Inventory shall, except as provided in Section
     11(a), be paid to and applied by the  Administrative  Agent as specified in
     Section 20(b).

     Section 12. Place of Perfection; Record; Collection of Receivables.

          (a) Each of the  Grantors  shall keep its chief place of business  and
     chief executive office and the office where it keeps its records concerning
     the Collateral,  and, to the extent  possessed,  the original copies of the
     Assigned  Agreements  and all  originals of all chattel paper that evidence
     Receivables,  at the location  therefor  specified in Section 8(a) or, upon
     fifteen (15) days' prior written  notice to the  Administrative  Agent,  at
     such other locations in a jurisdiction  where all actions  required by this
     Agreement to maintain the security interest of the Administrative  Agent in
     such  Collateral  granted  hereby shall have been taken with respect to the
     Collateral.  Each of the  Grantors  shall hold and preserve  such  records,
     Assigned  Agreements and chattel paper and shall permit  representatives of
     the  Administrative  Agent  at any time  during  normal  business  hours to
     inspect and make abstracts from such records and chattel paper.

          (b) Except as otherwise  provided in this  subsection (b), each of the
     Grantors shall continue to collect, at its own expense,  all amounts due or
     to become due such Grantor  under the  Receivables  pledged by such Grantor
     hereunder provided that, so long as no Event of Default has occurred and is
     continuing,  each Grantor may settle or compromise the amount of payment of
     any of its Receivables,  release wholly or partly any Obligor  thereof,  or
     allow any credit or discount thereon in the ordinary course of business. In
     connection with such collections, each Grantor may take such action as such
     Grantor  may deem  necessary  or  advisable  to enforce  collection  of the
     Receivables pledged by such Grantor hereunder;  provided, however, that the
     Administrative  Agent shall have the right at any time, upon the occurrence
     and during the  continuance  of an Event of Default and upon five  business
     (5) days'  written  notice to the  Borrower of its  intention  to do so, to
     notify  the  obligors  under  any  Receivables  of the  assignment  of such
     Receivables to the Administrative Agent and to direct such Obligors to make
     payment  of all  amounts  due or to become due to such  Grantor  thereunder
     directly to the Administrative Agent and, upon such notification and at the
     expense of such Grantor, to enforce collection of any such Receivables, and
     to adjust,  settle or compromise the amount or payment thereof, in the same
     manner  and to the same  extent as such  Grantor  might  have  done.  After
     receipt by any Grantor of the notice from the Administrative Agent



                                       13
<PAGE>



     referred to in the proviso of the preceding  sentence  upon the  occurrence
     and during the  continuance  of an Event of  Default,  (i) all  amounts and
     proceeds (including instruments) received by such Grantor in respect of the
     Receivables  pledged by such Grantor  hereunder  shall be received in trust
     for the benefit of the Administrative Agent hereunder,  shall be segregated
     from other funds of such  Grantor and shall be  forthwith  paid over to the
     Administrative  Agent in the same form as so received  (with any  necessary
     endorsement)  to be applied as provided by Section  20(b) and (ii)  without
     the prior  consent of the  Administrative  Agent,  such  Grantor  shall not
     adjust,  settle  or  compromise  the  amount  or  payment  of  any  of  its
     Receivables,  release  wholly or partly any Obligor  thereof,  or allow any
     credit or discount thereon.

     Section 13. Voting Rights; Dividends; Etc.

          (a) So  long  as no  Event  of  Default  shall  have  occurred  and be
     continuing:

               (i) The Grantors shall be entitled to exercise any and all voting
          and other consensual rights  pertaining to the Security  Collateral or
          any part  thereof for any purpose not  inconsistent  with the terms of
          this Agreement or the other Loan Documents;  provided,  however,  that
          the Grantors  shall not exercise or refrain from  exercising  any such
          right if such action would  reasonably  be expected to have a material
          adverse  effect on the value of the  Security  Collateral  or any part
          thereof.


               (ii) The Grantors shall be entitled to receive and retain any and
          all dividends and interest paid in respect of the Security Collateral;
          provided, however, that any and all

                    (A)  dividends  and interest  paid or payable  other than in
               cash in respect of, and instruments and other property  received,
               receivable or otherwise distributed in respect of, or in exchange
               for, any Security Collateral,

                    (B)  dividends  and other  distributions  paid or payable in
               cash in respect of any Security  Collateral in connection  with a
               partial or total liquidation or dissolution or in connection with
               a reduction of capital, capital surplus or paid-in-surplus, and

                    (C) cash paid,  payable or otherwise  distributed in respect
               of principal  of, or in  redemption  of, or in exchange  for, any
               Security Collateral

          shall be,  and shall be  forthwith,  delivered  to the  Administrative
          Agent to hold as Security  Collateral and shall, if received by any of
          the   Grantors,   be   received  in  trust  for  the  benefit  of  the
          Administrative  Agent,  be segregated from the other property or funds
          of such Grantor and be forthwith delivered to the Administrative Agent
          as  Security  Collateral  in the same  form as so  received  (with any
          necessary endorsement);  provided further,  however, that the Grantors
          shall be  entitled to retain any such  payments  referred to in clause
          (A), (B) or (C) above to the extent such payments are made between the
          Borrower and its  Subsidiaries or between the Borrower's  Subsidiaries
          and in each case are  otherwise  permitted  by the terms of the Credit
          Agreement,  including without limitation  Sections 



                                       14
<PAGE>



          6.4 and  6.7  thereof  and in each  case  to the  extent  relating  to
          Investments  prior to the occurrence  and during the  continuance of a
          Default  subject  however  to any  prepayment  requirements  under the
          Credit Agreement.

               (iii) The  Administrative  Agent  shall  execute  and deliver (or
          cause to be executed and  delivered)  to each of the Grantors all such
          proxies  and other  instruments  as such  Grantor  may request for the
          purpose of enabling such Grantor to exercise,  prior to the occurrence
          and  during the  continuance  of an Event of  Default,  the voting and
          other rights that it is entitled to exercise pursuant to paragraph (i)
          above and to receive the  dividends  or interest  payments  that it is
          authorized to receive and retain pursuant to paragraph (ii) above.

          (b) Upon the  occurrence  and during the  continuation  of an Event of
     Default:

               (i) All rights of each of the Grantors (x) to exercise or refrain
          from exercising the voting and other  consensual  rights that it would
          otherwise be entitled to exercise  pursuant to Section  13(a)(i) shall
          automatically  cease and (y) to receive  the  dividends  and  interest
          payments  that it would  otherwise be authorized to receive and retain
          pursuant to Section 13(a)(ii) shall automatically  cease, and all such
          rights shall thereupon be vested solely in the  Administrative  Agent,
          which shall  thereupon have the sole right to exercise or refrain from
          exercising such voting and other consensual  rights and to receive and
          hold as Security Collateral such dividends and interest payments.

               (ii) All dividends and interest payments that are received by any
          of the Grantors  contrary to the  provisions  of paragraph (i) of this
          Section  13(b)  shall be  received  in trust  for the  benefit  of the
          Administrative  Agent,  shall be  segregated  from other funds of such
          Grantor and shall be forthwith paid over to the  Administrative  Agent
          as  Security  Collateral  in the same  form as so  received  (with any
          necessary endorsement).

     Section 14. As to the Assigned Agreements.

          (a) Each of the Grantors shall, at its expense:

               (i) perform and observe all the material  terms and provisions of
          the  Assigned  Agreements  to  which  such  Grantor  is a party  to be
          performed or observed by it, maintain such Assigned Agreements in full
          force and effect and enforce such  Assigned  Agreements  in accordance
          with  their  terms,  except  where the  failure  to do so would not be
          reasonably  likely to have a Material Adverse Effect and take all such
          action to such end as may be from time to time reasonably requested by
          the Administrative Agent; and

               (ii) furnish to the  Administrative  Agent  promptly upon receipt
          thereof copies of all material notices received by such Grantor (other
          than  those  created  or  arising  in the  ordinary  course)  under or
          pursuant to the Assigned  Agreements  to which such Grantor is a party
          relating to any breach or default by any party which could  reasonably
          be expected to have a Material  Adverse Effect,  and from time to time
          (A) furnish to the  Administrative  Agent such information and



                                       15
<PAGE>



          reports regarding the Collateral  pledged by such Grantor hereunder as
          the  Administrative  Agent  may  reasonably  request  and (B) upon the
          reasonable  request of the  Administrative  Agent,  make to each other
          party to any such  Assigned  Agreement  such  demands and requests for
          information  and reports or for action as such  Grantor is entitled to
          make thereunder.

          (b) Each of the Grantors  agrees that it shall not without the consent
     of the Administrative Agent if any such action would reasonably be expected
     to be adverse to the  interests  of, or impair the  security  value of such
     Collateral to, the Administrative  Agent or the Lenders (except if adverse,
     or causing an  impairment,  in each case only in an immaterial  way or with
     respect  to  Collateral  which  individually  or in  the  aggregate  is not
     material to such  Grantor's  business)  and shall not in any event take any
     such action at any time following the occurrence and during the continuance
     of a Default or an Event of Default:

               (i) cancel or  terminate  any  Assigned  Agreement  to which such
          Grantor  is a party,  or  consent  to or accept  any  cancellation  or
          termination thereof;

               (ii) amend or otherwise  modify any  Assigned  Agreement to which
          such  Grantor  is a party,  or give any  consent,  waiver or  approval
          thereunder;

               (iii) waive any material  default under or material breach of any
          Assigned Agreement to which such Grantor is a party;

               (iv) consent to or permit or accept any  prepayment of amounts to
          become due under or in connection with any Assigned Agreement to which
          such Grantor is a party, except as expressly provided therein; or

               (v)  take any  other  action  in  connection  with  any  Assigned
          Agreement  to which  such  Grantor is a party,  that would  impair the
          value of the  interest or rights of such  Grantor  thereunder  or that
          would impair the interest or rights of the Administrative Agent.

     Section  15.  Payments  Under  the  Assigned   Agreements.   Following  the
occurrence  and  continuance  of an  Event  of  Default,  if  requested  by  the
Administrative Agent, each of the Grantors shall effectively instruct each other
party to each  Assigned  Agreement  to which such  Grantor is a party,  that all
payments  due or to  become  due  under  or in  connection  with  such  Assigned
Agreement   shall  be  made  in  accordance   with  the   instructions   of  the
Administrative Agent. In such event the Administrative Agent shall instruct such
party to make (A) such  payments to the  Borrower so long as no Event of Default
shall have occurred and be continuing or (B) such payments to the Administrative
Agent if any Event of Default shall have occurred and be continuing. Any payment
made to the  Administrative  Agent  under  this  Section  15 shall be applied as
provided in Section 20(b).

     Section 16. Transfers and Other Liens; Additional Shares.



                                       16
<PAGE>



          (a) Each of the Grantors agrees that it 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 sales of Inventory in the
     ordinary course of business or sales or other  dispositions of other assets
     permitted  by the Credit  Agreement,  or (ii) create or suffer to exist any
     Lien  upon or with  respect  to any of the  Collateral  except  for (A) the
     pledge,  assignment and security interest created by this Agreement and (B)
     any  other  Liens  expressly  permitted  under  Section  6.1 of the  Credit
     Agreement.

          (b) Each of the Grantors agrees that it shall (i) cause each issuer of
     the  Pledged  Shares  which it  controls  not to issue  any  stock or other
     securities in addition to or in substitution  for the Pledged Shares issued
     by such issuer, except to such Grantor and except as otherwise permitted by
     the Credit  Agreement,  and (ii)  pledge  hereunder,  immediately  upon its
     acquisition (directly or indirectly) thereof, any and all additional shares
     of stock or other  securities  owned by such  Grantor of each issuer of the
     Pledged Shares; provided,  however, that in no event shall more than 65% of
     the  capital  stock of any  Foreign  Subsidiary  of a  Grantor  be  pledged
     pursuant to this Agreement except if and to the extent  otherwise  provided
     in the Credit Agreement.

     Section 17.  Administrative Agent Appointed  Attorney-in-Fact.  Each of the
Grantors hereby  irrevocably  appoints the  Administrative  Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of the Borrower and
in the name of the Borrower or  otherwise,  upon the  occurrence  and during the
continuance  of an Event of  Default,  to take any  action  and to  execute  any
instrument  that the  Administrative  Agent may deem  necessary  or advisable to
accomplish the purposes of this Agreement, including, without limitation:

          (a)  to  obtain  and  adjust  insurance  required  to be  paid  to the
     Administrative Agent pursuant to Section 11,

          (b) to ask for, demand, collect, sue for, recover, compromise, receive
     and give acquittance and receipts for moneys due and to become due under or
     in respect of any of its Collateral,

          (c) to receive,  endorse and collect any drafts or other  instruments,
     documents and chattel  paper,  in connection  with clause (a) or (b) above,
     and

          (d) to file any claims or take any action or institute any proceedings
     that the  Administrative  Agent may deem  necessary  or  desirable  for the
     collection of any of its Collateral or otherwise to enforce compliance with
     the terms and  conditions  of any  Assigned  Agreement or the rights of the
     Administrative Agent with respect to any of its Collateral.

     Section 18.  Administrative Agent May Perform. If any of the Grantors fails
to perform any agreement contained herein, the Administrative  Agent may itself,
upon reasonable prior notice to such Grantor,  perform, or cause performance of,
such  agreement,  and the reasonable and



                                       17
<PAGE>



actual  expenses of the  Administrative  Agent incurred in connection  therewith
shall be payable by such Grantor under Section 22(b).

     Section 19.  Administrative  Agent's  Duties.  The powers  conferred on the
Administrative  Agent  hereunder  are  solely to  protect  its  interest  in the
Collateral  and shall not impose any duty upon it to exercise  any such  powers.
Except  for  the  safe  custody  of any  Collateral  in its  possession  and the
accounting  for moneys  actually  received by it hereunder,  the  Administrative
Agent  shall have no duty as to any  Collateral,  as to  ascertaining  or taking
action with respect to calls,  conversions,  exchanges,  maturities,  tenders or
other  matters  relative  to  any  Security  Collateral,   whether  or  not  the
Administrative  Agent or any Secured Party has or is deemed to have knowledge of
such  matters,  or as to the taking of any  necessary  steps to preserve  rights
against  any  parties or any other  rights  pertaining  to any  Collateral.  The
Administrative   Agent  shall  exercise  reasonable  care  in  the  custody  and
preservation  of  any  Collateral  in  its  possession  and  shall  accord  such
Collateral treatment equal to that which Fleet accords other similar property in
its possession.

     Section 20.  Remedies.  If any Event of Default  shall have occurred and be
continuing:

          (a)  The   Administrative   Agent  may  exercise  in  respect  of  the
     Collateral, in addition to other rights and remedies provided for herein or
     otherwise  available to it, all the rights and remedies of a secured  party
     upon default  under the Uniform  Commercial  Code in effect in the State of
     New York at such time (the "N.Y.  Uniform Commercial Code") (whether or not
     the N.Y.  Uniform  Commercial Code applies to the affected  Collateral) and
     also may (i) require any or all of the Grantors to, and each Grantor hereby
     agrees that it will at its expense and upon  request of the  Administrative
     Agent forthwith,  assemble all or part of the Collateral as directed by the
     Administrative Agent and make it available to the Administrative Agent at a
     place to be  designated  by the  Administrative  Agent  that is  reasonably
     convenient  to both  parties and (ii)  without  notice  except as specified
     below and as required by law,  sell the  Collateral  or any part thereof in
     one or more parcels at public or private sale, at any of the Administrative
     Agent's offices or elsewhere,  for cash, on credit or for future  delivery,
     and upon such other terms as the Administrative Agent may deem commercially
     reasonable. Each Grantor agrees that, to the extent notice of sale shall be
     required by law, at least ten (10) days' notice to such Grantor 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.  The Administrative Agent
     shall not be obligated to make any sale of Collateral  regardless of notice
     of sale having been given. The Administrative  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  except as
     required  by  law,  be  made at the  time  and  place  to  which  it was so
     adjourned.

          (b) Any  cash  held by or on  behalf  of the  Administrative  Agent as
     Collateral and all cash proceeds  received by the  Administrative  Agent in
     respect of any sale of,  collection from, or other  realization upon all or
     any part of the  Collateral  may, in the  discretion of the  Administrative
     Agent, be held by the  Administrative  Agent as Collateral for, and/or then
     or at any time thereafter  applied (after payment of any amounts payable to
     the Administrative Agent pursuant to Section 22)



                                       18
<PAGE>



     in whole or in part by the Administrative  Agent for the ratable benefit of
     the Secured Parties against,  all or any part of the Secured Obligations in
     such order as is  specified  by the  Credit  Agreement  and,  if the Credit
     Agreement  does  not  so  specify  an  order  of  application  against  the
     Obligations,  in  such  order  as the  Administrative  Agent  shall  elect,
     provided,  however,  that  this  Section  20(b)  shall  be  subject  to the
     provisions of Section 11(a). Any surplus of such cash or cash proceeds held
     by the Administrative  Agent and remaining after payment in full of all the
     Secured  Obligations  shall be paid over to the  applicable  Grantors or to
     whomsoever may be lawfully entitled to receive such surplus.

          (c) The  Administrative  Agent may  exercise  any and all  rights  and
     remedies of any of the Grantors  under or in  connection  with the Assigned
     Agreements or otherwise in respect of the  Collateral,  including,  without
     limitation,  any and all  rights of any  Grantor  to  demand  or  otherwise
     require  payment of any amount under,  or  performance of any provision of,
     any Assigned Agreement.

          (d) All payments  received by any Grantor under or in connection  with
     any Assigned  Agreement or otherwise in respect of the Collateral  shall be
     received in trust for the  benefit of the  Administrative  Agent,  shall be
     segregated  from other funds of such  Grantor and shall be  forthwith  paid
     over to the Administrative  Agent in the same form as so received (with any
     necessary endorsement or assignment).

          (e) The Administrative Agent may, with reasonable notice to any of the
     Grantors and at any time or from time to time, charge, set-off or otherwise
     apply  all or any  part of the  Secured  Obligations  against  the L/C Cash
     Collateral Account or any part thereof; provided, however, that the failure
     to give notice  shall not affect the  validity of such  charge,  set-off or
     application.

          (f) Each Grantor will furnish to the Administrative  Agent correct and
     complete customer lists and updates thereof as the Administrative Agent may
     reasonably request, all in reasonable detail.

     Section 21.  Registration  Rights;  Private Sale. (a) If the Administrative
Agent shall  determine  to exercise its right to sell all or any of the Security
Collateral  pursuant  to  Section 20  pursuant  to a public  offering  (it being
understood by each of the Grantors that the Administrative  Agent shall be under
no obligation to do so and may, in its sole discretion,  dispose of the Security
Collateral  in any manner  permitted  by law that the  Administrative  Agent may
select),  each Grantor agrees that,  upon request of the  Administrative  Agent,
such Grantor will, at its own expense:

               (i) execute and  deliver,  and cause each issuer of the  Security
          Collateral  contemplated  to be sold and the  directors  and  officers
          thereof to execute and deliver all such instruments and documents, and
          do or  cause  to be done all such  other  acts  and  things  as may be
          necessary  or, in the sole  discretion  of the  Administrative  Agent,
          desirable to register its Security  Collateral under the provisions of
          the  Securities  Act of 1933, as amended (the  "Securities  Act"),  to
          cause a registration  statement  relating  thereto to become effective
          and to remain  effective for such period as prospectuses  are required
          by law to be furnished,  and to make all  amendments  and  supplements
          thereto and to the related  prospectus that, in the sole discretion of
          the  Administrative



                                       19
<PAGE>



          Agent,  are  necessary  or  desirable,  all  in  conformity  with  the
          requirements  of the Securities  Act and the rules and  regulations of
          the Securities and Exchange Commission applicable thereto;

               (ii) use its best  efforts to  qualify  its  Security  Collateral
          under  the state  securities  or "Blue  Sky"  laws and to  obtain  all
          necessary   governmental  approvals  for  the  sale  of  the  Security
          Collateral,  as  requested  by the  Administrative  Agent  in its sole
          discretion;

               (iii) cause each such issuer to make  available  to its  security
          holders,  as soon as  practicable,  an  earnings  statement  that will
          satisfy the provisions of Section 10(a) of the Securities Act;

               (iv) provide the Administrative Agent with such other information
          and  projections as may be necessary or, in the sole discretion of the
          Administrative Agent,  desirable to enable the Administrative Agent to
          effect the sale of its Security Collateral; and

               (v) do or cause to be done all such  other acts and things as may
          be necessary to make such sale of its Security  Collateral or any part
          thereof valid and binding and in compliance with applicable law.

The  Administrative  Agent is  authorized,  in  connection  with any sale of the
Security  Collateral pursuant to Section 20, to deliver or otherwise disclose to
any  prospective  purchaser  of the  Security  Collateral  (A) any  registration
statement or prospectus,  and all supplements and amendments  thereto,  prepared
pursuant to clause (i) above, (B) any information and projections provided to it
pursuant to clause (iv) above and (C) any other  information  in its  possession
relating to the Security Collateral.

     (b) The  Grantors  recognize  that,  upon the  occurrence  and  during  the
continuance of an Event of Default,  the  Administrative  Agent may be unable to
effect a public  sale of all or a part of the  Security  Collateral,  and may be
compelled  to  resort  to one or more  private  sales to a  restricted  group of
purchasers who will be obligated to agree,  among other things,  to acquire such
securities  for their own  account,  for  investment  and not with a view to the
distribution or resale thereof.  The Grantors  acknowledge that any such private
sales may be at places and on terms less  favorable  to the sellers than if sold
at public sales and agrees that such private  sales shall be deemed to have been
made in a commercially  reasonable manner, and that the Administrative Agent has
no  obligation to delay the sale of any such  securities  for the period of time
necessary to permit any such securities to be registered for public sale.

     Section 22. Indemnity and Expenses.

          (a) Each of the Grantors  hereby  agrees,  jointly and  severally,  to
     indemnify  the  Administrative  Agent from and  against any and all claims,
     losses and  liabilities  arising out of or  resulting  from this  Agreement
     (including,  without  limitation,  enforcement of this  Agreement),  except
     claims,  losses or liabilities  resulting from the  Administrative  Agent's
     gross negligence or willful misconduct as determined by a final judgment of
     a court of competent jurisdiction.




                                       20
<PAGE>



          (b) The Borrower will upon demand pay to the Administrative  Agent the
     amount of any and all reasonable  expenses,  including the reasonable  fees
     and  expenses  of its  counsel  and of any  experts  and  agents,  that the
     Administrative Agent may incur in connection with (i) the administration of
     this Agreement, (ii) the custody, preservation, use or operation of, or the
     sale of,  collection from or other realization upon, any of the Collateral,
     (iii)  the   exercise  or   enforcement   of  any  of  the  rights  of  the
     Administrative  Agent or the Secured Parties  hereunder or (iv) the failure
     by the  Borrower  or any other  Grantor to  perform  or observe  any of the
     provisions hereof.

     Section 23.  Security  Interest  Absolute.  The obligations of each Grantor
under this Agreement are independent of the Secured Obligations,  and a separate
action or actions may be brought and prosecuted  against each Grantor to enforce
this  Agreement,  irrespective  of whether  any action is  brought  against  the
Borrower or any other  Grantor or whether the  Borrower or any other  Grantor is
joined in any such action or actions. All rights of the Administrative Agent and
the pledge,  assignment and security interest hereunder,  and all obligations of
each Grantor hereunder, shall be absolute and unconditional, irrespective of:

          (a) any lack of validity or enforceability of any Loan Document or any
     other agreement or instrument relating thereto;

          (b) any change in the time,  manner or place of payment  of, or in any
     other term of, all or any of the Secured Obligations or any other amendment
     or  waiver  of or any  consent  to any  departure  from any Loan  Document,
     including,  without  limitation,  any  increase in the Secured  Obligations
     resulting  from the extension of  additional  credit to the Borrower or any
     Guarantor or any of their subsidiaries or otherwise;

          (c) any  taking,  exchange,  release  or  non-perfection  of any other
     collateral,  or any taking, release or amendment or waiver of or consent to
     departure from any guaranty, for all or any of the Secured Obligations;

          (d) any manner of application of collateral,  or proceeds thereof,  to
     all or any of the  Secured  Obligations,  or any  manner  of sale or  other
     disposition of any collateral for all or any of the Secured  Obligations or
     any  other  assets  of the  Borrower  or  any  Guarantor  or  any of  their
     subsidiaries;

          (e)  any  change,   restructuring  or  termination  of  the  corporate
     structure or  existence  of the  Borrower or any  Guarantor or any of their
     subsidiaries; or

          (f) any other  circumstance that might otherwise  constitute a defense
     available  to, or a discharge of, any Grantor or a third party grantor of a
     security interest.

     Section 24. Amendments; Waivers; Etc.

          (a) No amendment or waiver of any provision of this Agreement,  and no
     consent to any  departure  by any Grantor  herefrom,  shall in any event be
     effective   unless  the  same  shall  be



                                       21
<PAGE>



     in writing and signed by the Administrative  Agent, and then such waiver or
     consent  shall  be  effective  only in the  specific  instance  and for the
     specific purpose for which given.

          (b) No failure on the part of the  Administrative  Agent to  exercise,
     and no delay in exercising,  any right  hereunder shall operate as a waiver
     thereof;  nor  shall any  single  or  partial  exercise  of any such  right
     preclude any other or further exercise thereof or the exercise of any other
     right.

          (c) Upon the  execution  and delivery by any Person of a supplement to
     this Agreement,  in each case in substantially the form of Exhibit D hereto
     (each a "Security Agreement Supplement"), (i) such Person shall be referred
     to as an "Additional  Grantor" and shall be and become a Grantor,  and each
     reference in this Agreement to an "Additional Grantor" or a "Grantor" shall
     also mean and be a reference to such Additional  Grantor and each reference
     in any other Loan Document to a "Grantor" or a "Loan Party" shall also mean
     and be a reference to such  Additional  Grantor,  and (ii) the  supplements
     attached to each Security  Agreement  Supplement shall be incorporated into
     and become a part of and  supplement  the Schedules to this  Agreement,  as
     appropriate,  and the  Administrative  Agent may attach such supplements to
     such  Schedules,  and each reference to such Schedules  shall mean and be a
     reference to such Schedules, as supplemented pursuant hereto.

     Section 25.  Addresses  for Notices.  All notices and other  communications
provided for hereunder shall be in writing (including  telegraphic,  telecopy or
telex communication) and mailed, telegraphed,  telecopied,  telexed or delivered
if to any Grantor addressed to it at the address set forth below its name on the
signature  pages hereof;  if to any Additional  Grantor,  addressed to it at the
address  set  forth  below  its  name on the  signature  pages  to the  Security
Agreement  Supplement  executed and delivered by such Additional  Grantor; if to
the  Administrative  Agent,  addressed to it at its address set forth in Section
11.2 of the Credit  Agreement or, as to each other party,  at such other address
as shall be designated by such party in a written notice to the Grantors and the
Administrative  Agent. All such notices and communications shall, when mailed by
certified mail, return receipt requested, telegraphed, telecopied or telexed, be
effective three (3) Business Days after mailing,  or two (2) Business Days after
being deposited with a recognized  overnight  delivery  service with all changes
prepaid or billed to the  account of the  sender,  or upon  transmission  to the
telegraph  company,  upon delivery by telecopier or upon  confirmation  by telex
answerback,  respectively,  addressed as aforesaid.  Any party hereto may change
the  Person,  address or  telecopier  number to whom or which  notices are to be
given hereunder,  by notice duly given hereunder;  provided,  however,  that any
such  notice  shall be deemed to have been given  hereunder  only when  actually
received by the party to which it is addressed.

     Section 26.  Continuing  Security  Interest;  Assignments  under the Credit
Agreement.  This Agreement  shall create a continuing  security  interest in the
Collateral  and shall (a) remain in full force and effect until the later of (i)
the indefeasible payment in full in cash of the Secured Obligations and (ii) the
Termination  Date, (b) be binding upon each Grantor,  its successors and assigns
and (c) inure, together with the rights and remedies of the Administrative Agent
hereunder,  to the benefit of the  Administrative  Agent, the Lender Parties and
their  respective  successors,  transferees  and assigns.  Without  limiting the
generality  of the  foregoing  clause  (c),  any



                                       22
<PAGE>



Lender may assign or  otherwise  transfer  all or any  portion of its rights and
obligations under the Credit Agreement  (including,  without limitation,  all or
any portion of its  Commitment,  the Advances  owing to it and the Note or Notes
held by it) 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,  in each case as  provided in Section  11.7 of the Credit  Agreement.
Notwithstanding  the  foregoing,  no  Grantor  may  assign  any of its rights or
obligations  under  this  Agreement  without  the prior  written  consent of the
Administrative Agent, which consent may be withheld for any reason.

     Section 27. Release and Termination.

          (a) Upon any sale, lease, transfer or other disposition of any item of
     Collateral in accordance with the express terms of the Loan Documents,  the
     Administrative Agent will, at the Grantors' expense, execute and deliver to
     each Grantor such  documents as such Grantor  shall  reasonably  request to
     evidence the release of such item of  Collateral  from the  assignment  and
     security interest granted hereby;  provided,  however, that (i) at the time
     of such  request and such  release no Default  shall have  occurred  and be
     continuing, (ii) such Grantor shall deliver to the Administrative Agent, at
     least ten (10) days prior to the date of the  proposed  release,  a written
     request for release  describing the item of Collateral and the terms of the
     sale, lease, transfer or other disposition in reasonable detail,  including
     the price thereof and any expenses in connection therewith, together with a
     form  of  release  for  execution  by  the   Administrative   Agent  and  a
     certification  by such  Grantor to the effect  that the  transaction  is in
     compliance  with the Loan  Documents  and as to such  other  matters as the
     Administrative  Agent may request, and (iii) the proceeds of any such sale,
     lease,  transfer or other disposition  required to be applied in accordance
     with Section 2.6 or any other  provision of the Credit  Agreement  shall be
     applied as required by the terms of the Credit Agreement.

          (b) Upon the latest of (i) the indefeasible payment in full in cash of
     the Secured Obligations,  (ii) the expiration,  termination or cancellation
     of all of the Letters of Credit and (iii) the Termination Date, the pledge,
     assignment  and security  interest  granted by each of the Grantors  hereby
     shall  terminate  and all  rights  to the  Collateral  shall  revert to the
     appropriate  Grantor.  Upon any such termination,  the Administrative Agent
     will,  at the  Grantors'  expense,  execute and deliver to the  appropriate
     Grantor such documents as such Grantor shall reasonably request to evidence
     such termination.

          (c) To the extent any one or more  provisions of this Agreement  shall
     conflict  with  one  or  more  provisions  in  the  Credit  Agreement,  the
     provisions  of the Credit  Agreement  shall  control and supersede any such
     conflicting provision(s) of this Agreement.

     Section 28.  Governing Law; Terms.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS  HEREUNDER,  OR
REMEDIES HEREUNDER,  IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A  JURISDICTION  OTHER  THAN THE  STATE OF NEW  YORK.  Unless  otherwise
defined herein



                                       23
<PAGE>



or in the  Credit  Agreement,  terms  used  in  Article  9 of the  N.Y.  Uniform
Commercial Code are used herein as therein defined.

     Section 29. JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY  SUBMITS,  FOR  ITSELF  AND ITS  PROPERTY,  TO THE  NONEXCLUSIVE
JURISDICTION  OF ANY NEW YORK STATE COURT OR FEDERAL  COURT OF THE UNITED STATES
OF AMERICA  SITTING IN NEW YORK CITY, NEW YORK AND ANY APPELLATE  COURT FROM ANY
THEREOF,  IN ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS
AGREEMENT  OR ANY OF THE OTHER  LOAN  DOCUMENTS  TO WHICH IT IS A PARTY,  OR FOR
RECOGNITION  OR  ENFORCEMENT  OF ANY  JUDGMENT,  AND EACH OF THE PARTIES  HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY  AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE EXTENT  PERMITTED  BY LAW, IN SUCH FEDERAL  COURT.  EACH OF THE
PARTIES  HERETO  AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR  PROCEEDING
SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY LENDER PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING  RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE
COURTS OF ANY JURISDICTION.

     EACH OF THE PARTIES HERETO IRREVOCABLY AND  UNCONDITIONALLY  WAIVES, TO THE
FULLEST  EXTENT IT MAY LEGALLY AND  EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER  HAVE TO THE LAYING OF VENUE OF ANY SUIT,  ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
TO  WHICH IT IS A PARTY IN ANY NEW YORK  STATE  OR  FEDERAL  COURT.  EACH OF THE
PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY
LAW, THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

     Section 30. WAIVER OF JURY TRIAL.  EACH OF THE BORROWER,  THE LOAN PARTIES,
THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES VOLUNTARILY,  INTENTIONALLY AND
IRREVOCABLY  WAIVES  ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM  (WHETHER BASED ON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN  DOCUMENTS,  THE ADVANCES OR
THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY IN THE NEGOTIATION,
ADMINISTRATION,  PERFORMANCE OR ENFORCEMENT  THEREOF.  THIS WAIVER CONSTITUTES A
MATERIAL  INDUCEMENT  FOR THE SECURED  PARTIES AND THE  ADMINISTRATIVE  AGENT TO
ENTER INTO THIS AGREEMENT AND TO MAKE ADVANCES PURSUANT TO THE LOAN DOCUMENTS.

     Section 31.  Counterparts.  This Agreement may be executed in any number of
several  counterparts,  each of which  shall be deemed an  original,  but all of
which  together  shall  constitute  one



                                       24
<PAGE>



and the same instrument.  Delivery by telecopier of an executed counterpart of a
signature page to this Agreement shall be as effective as delivery of a manually
executed counterpart to this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


























                                       25
<PAGE>



     IN WITNESS  WHEREOF,  each of the Grantors has caused this  Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                       AUDIO BOOK CLUB, INC.


                                       By: /s/ Norton Herrick
                                          -------------------------------------
                                       Title: CO-CEO
                                             ----------------------------------
                                       Address: 2295 Corporate Boulevard, N.W.
                                                Suite 222
                                                Boca Raton, Florida 33431


                                       ABC INTERNET SERVICES, INC.


                                       By: /s/ Norton Herrick
                                          -------------------------------------
                                       Title: CO-CEO
                                             ----------------------------------
                                       Address: 2295 Corporate Boulevard, N.W.
                                                Suite 222
                                                Boca Raton, Florida 33431


                                       CLASSIC RADIO HOLDING CORP.


                                       By: /s/ Norton Herrick
                                          -------------------------------------
                                       Title: CO-CEO
                                             ----------------------------------
                                       Address: 2295 Corporate Boulevard, N.W.
                                                Suite 222
                                                Boca Raton, Florida 33431



                                       CLASSIC RADIO ACQUISITION CORP.


                                       By: /s/ Norton Herrick
                                          -------------------------------------
                                       Title: CO-CEO
                                             ----------------------------------
                                       Address: 2295 Corporate Boulevard, N.W.
                                                Suite 222
                                                Boca Raton, Florida 33431



<PAGE>



                                       ABC INVESTMENT CORP.

                                       By: /s/ John Levy
                                          -------------------------------------
                                       Title: EVP
                                             ----------------------------------
                                       Address: 103 Springer Building
                                                3411 Silver Side Road
                                                Wilmington, DE 19810

                                       CH ACQUISITIONS CORP.

                                       By: /s/ Norton Herrick
                                          -------------------------------------
                                       Title: CEO
                                             ----------------------------------
                                       Address: 2295 Corporate Boulevard, N.W.
                                                Suite 222
                                                Boca Raton, Florida 33431





<PAGE>



ACCEPTED:


FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT



By: /s/ Alex Sade
   -----------------------------------------
Title: President
      --------------------------------------





<PAGE>



                                  EXHIBIT A TO
                               SECURITY AGREEMENT


                           [Grantor Name and Address]


                                                           _____________, ____


[Name of Depository Account Bank]
[Address]



Ladies and Gentlemen:

     Reference is made to deposit account  no.[_________]  (the "Cash Collateral
Account")  maintained with you by [GRANTOR NAME], a [_____________]  corporation
(the "Grantor").  Pursuant to the Security  Agreement,  dated November ___, 1998
(as amended,  supplemented,  renewed,  restated,  extended or otherwise modified
from time to time,  the  "Security  Agreement";  terms  defined  therein  unless
otherwise defined herein being used herein as therein defined),  the Grantor has
granted to Fleet  National  Bank, as  administrative  agent  (together  with any
successor   appointed  pursuant  to  Article  X  of  the  Credit  Agreement  (as
hereinafter  defined),  the  "Administrative  Agent")  for the  Secured  Parties
referred  to in the  Credit  Agreement,  dated  as of  ________,  ____  (as such
agreement may be amended, supplemented,  renewed, extended or otherwise modified
from time to time, the "Credit Agreement"),  by and among Audio Book Club, Inc.,
(the  "Borrower"),  the Lender Parties party thereto,  the Secured Parties named
therein and Fleet  National Bank, as Swing Line Bank, as Issuing Bank and as the
Administrative  Agent, a security interest in certain property and assets of the
Grantor,   including,   among  other  things,   the   following   (the  "Account
Collateral"):  (a) the Cash Collateral  Account,  all funds held therein and all
certificates  and  instruments,  if  any,  from  time to  time  representing  or
evidencing  the Cash  Collateral  Account;  (b) all interest,  dividends,  cash,
instruments and other property and assets from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the then
existing  Account  Collateral;  and  (c)  all  proceeds  of any  and  all of the
foregoing Account Collateral and, to the extent not otherwise included,  all (i)
payments under insurance  (whether or not the  Administrative  Agent is the loss
payee thereof) or any indemnity,  warranty or guaranty payable by reason of loss
or  damage  to or  otherwise  with  respect  to  any of  the  foregoing  Account
Collateral, and (ii) cash. It is a condition to the continued maintenance of the
Cash Collateral Account with you that you agree to this letter agreement.

     By signing this letter  agreement,  you acknowledge  notice of the Security
Agreement and the terms and conditions thereof related to the Account Collateral
and confirm to the Administrative  Agent that (a) the Cash Collateral Account is
maintained  with you at your offices at the address set forth above, is entitled
as set forth in subparagraph (i) below and the account



                               Exhibit A - Page 1

<PAGE>



number therefor is as set forth in the first paragraph of this letter  agreement
and (b) you have received no notice of any other pledge or assignment of, or any
lien on or security  interest  in, the Cash  Collateral  Account.  Further,  you
hereby agree with the Administrative Agent that:

          (i) The Cash  Collateral  Account shall be  maintained  solely for the
     benefit  of the  Administrative  Agent,  on behalf of itself  and the other
     Secured  Parties,  shall be entitled  "[NAME OF GRANTOR],  cash  collateral
     account for the benefit of Fleet  National Bank, as  Administrative  Agent"
     and shall be subject to  written  instructions  only from an officer of the
     Administrative  Agent  or,  so long as you have not  been  notified  by the
     Administrative  Agent or the  Grantor  that a Default has  occurred  and is
     continuing  and  solely to the  extent  set forth in  subparagraph  (iv)(B)
     below,  an officer of the  Grantor,  as agent for, and with the consent of,
     the Administrative Agent.

          (ii) The Cash Collateral  Account is and shall be subject to the terms
     and  conditions of the Security  Agreement,  and such  applicable  laws and
     regulations of the Board of Governors of the Federal  Reserve System and of
     any other appropriate banking or governmental  authority,  as are in effect
     from time to time,  and to the extent any term or  condition of this letter
     agreement is  inconsistent  with the terms and  conditions  of the Security
     Agreement, the terms and conditions of the Security Agreement shall govern.

          (iii) You shall maintain a record of all deposits  received in and all
     disbursements  made from the Cash  Collateral  Account  and, in addition to
     providing the Grantor with records and other documents of such deposits and
     disbursements  on a daily  basis in  accordance  with the  arrangements  in
     effect  between  you and the  Grantor  on the date  hereof,  furnish to the
     Administrative  Agent a monthly statement of the Cash Collateral Account to
     be mailed to the Administrative  Agent in accordance with the provisions of
     this letter agreement.

          (iv) (A) Upon the instructions of the Administrative  Agent, you shall
     transfer,  in immediately  available  funds, on each of your business days,
     all  amounts  to be  applied  by the  Administrative  Agent  on such day to
     obligations  then due and payable under the Credit  Agreement and the other
     Loan  Documents  to the  following  account  (the  "Administrative  Agent's
     Account"),  which amounts  shall be specified to you by the  Administrative
     Agent:

                      Fleet Bank, as Administrative Agent
                      Account No. ___________________
                      One Federal Street
                      Boston, Massachusetts 02110
                      Attention: Loan Administration
                      Ref: __________________________

     Any funds  remaining in the Cash  Collateral  Account  after  effecting the
     release of funds set forth in the immediately  preceding  sentence shall be
     released to the Grantor in accordance with subparagraph (iv)(B) below.



                               Exhibit A - Page 2
<PAGE>



               (B) After transferring to the Administrative  Agent all available
          amounts on deposit in the Cash  Collateral  Account in accordance with
          subparagraph  (iv)(A) above, and so long as neither the Administrative
          Agent nor the  Grantor has  notified  you that an Event of Default has
          occurred and is continuing, you shall transfer, in accordance with the
          instructions  from the  Grantor,  acting  as agent  for,  and with the
          consent  of,  the  Administrative  Agent,  all  or a  portion  of  the
          available  remaining amounts on deposit in the Cash Collateral Account
          that are  required  for the conduct of the business of the Grantor and
          its  subsidiaries in the ordinary  course,  which  instructions  shall
          specify  the person or entity or the  account  therefor  to which such
          amounts shall be transferred.

               (C) After complying with the provisions of subparagraphs  (iv)(A)
          and (iv)(B)  above,  you shall hold any remaining  amounts in the Cash
          Collateral Account as Collateral for the Secured Obligations.

     Except as provided in  subparagraph  (iv)(B)  above,  in no event shall you
     release  any  amounts  on  deposit  in the Cash  Collateral  Account at the
     request of any Person or entity other than the  Administrative  Agent. Each
     such transfer of funds shall neither comprise only part of a remittance nor
     reflect the rounding off of any funds so transferred.

          (v) All  transfers  from the Cash  Collateral  Account  referred to in
     subparagraph  (iv) above shall be made by you  irrespective of, and without
     deduction for, any counterclaim,  defense,  recoupment or set off and shall
     be final,  and you will not seek to recover from the  Administrative  Agent
     for any reason any such payment once made.

          (vi) All service  charges and fees with respect to the Cash Collateral
     Account  shall be  payable  by the  Grantor,  but may be charged to another
     account  maintained by the Grantor with you (other than the Cash Collateral
     Account or any Lock Box Account  maintained with you). In the event you are
     unable to obtain  sufficient  funds from such charges to cover such service
     charges and fees, the Grantor shall indemnify you therefor.

          (vii) The  Administrative  Agent shall be entitled to exercise any and
     all rights of the  Grantor in  respect  of the Cash  Collateral  Account in
     accordance with the terms of the Security  Agreement,  and you shall comply
     in  all  respects  with  such  exercise.   You  hereby   acknowledge   that
     notwithstanding  any other provision of this letter agreement,  upon notice
     from the Grantor or the  Administrative  Agent of an Event of Default under
     the Credit Agreement,  you will only accept  instructions in respect of the
     Cash  Collateral   Account  and  the  other  Account  Collateral  from  the
     Administrative Agent.

          (viii) The security interest of the Administrative Agent, on behalf of
     the Secured Parties,  in the Cash Collateral  Account and the other Account
     Collateral  shall  not be  terminated  until  you  receive  notice  of such
     termination from the Administrative Agent.

     This letter  agreement  shall be binding upon you and your  successors  and
assigns  and  shall  inure  to the  benefit  of,  and  be  enforceable  by,  the
Administrative  Agent  and  the  other  Secured  Parties  and  their  respective
successors, transferees and assigns. You may terminate this letter



                               Exhibit A - Page 3

<PAGE>



agreement  upon thirty (30) days'  prior  written  notice to the Grantor and the
Administrative  Agent. Upon any such  termination,  you (a) shall close the Cash
Collateral  Account and  transfer  all  available  funds in the Cash  Collateral
Account in accordance with the instructions of the Administrative  Agent and (b)
shall nonetheless  remain obligated to transfer  promptly to the  Administrative
Agent, at the account designated by the  Administrative  Agent at such time, all
funds and other property received in respect of the Cash Collateral Account.

     You shall  exercise  reasonable  care in  maintaining  the Cash  Collateral
Account and any Account Collateral received in respect thereof and in fulfilling
your obligations under or in respect of this letter agreement.  You shall not be
held liable for any claims,  damages, losses or expenses incurred by the Grantor
or the Administrative  Agent in connection  therewith other than for (a) claims,
damages,  losses or  expenses  resulting  from your gross  negligence  or wilful
misconduct  or (b) failure to maintain the Cash  Collateral  Account or any such
Account  Collateral or to fulfill your  obligations  under or in respect of this
letter  agreement with reasonable care as required by the first sentence of this
paragraph. Any liability incurred by you pursuant to the terms of this paragraph
shall be limited to damages  directly  caused by you or  resulting  from,  or in
connection  with,  your  actions or  omissions  to act, and shall not be for any
incidental, indirect, punitive or consequential damages.

     All  notices  and  other  communications  provided  for under  this  letter
agreement  shall be by (a)  telephone  promptly  confirmed  in writing or (b) in
writing (including  telegraphic,  telecopy or telex communication) and delivered
by hand or overnight courier, telegraphed,  telecopied or telexed, to each party
at the address set forth below the name of such party on the signature  pages of
this  letter  agreement  or to such other  address as such party may  specify in
writing to each other party. All such notices and communications  shall (i) when
made by telephone,  be effective when promptly confirmed in writing or (ii) when
delivered by hand or overnight courier,  telegraphed,  telecopied or telexed, be
effective  upon  delivery  by hand,  one (1) day after  delivery  to the courier
company, when delivered to the telegraph company, when transmitted by telecopier
or when confirmed by telex answerback, respectively, addressed as aforesaid.

     This letter  agreement may be executed in any number of counterparts and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute  one and the same  agreement.  Delivery by  telecopier of an executed
counterpart of a signature page to this letter  agreement  shall be as effective
as delivery of a manually executed counterpart of this letter agreement.



                               Exhibit A - Page 4

<PAGE>



     This letter  agreement  shall be governed by, and  construed in  accordance
with,  the laws of the State of New York (without  giving effect to its conflict
of laws principles).

                                        Very truly yours,

                                        FLEET NATIONAL BANK,
                                        as Administrative Agent


                                        By________________________________
                                          Name:
                                          Title:

                                        Person and Address for Notices:

                                        Fleet National Bank
                                        One Federal Street
                                        Boston, Massachusetts 02110
                                        Attention: __________________________
                                        Telephone: _________________________
                                        Facsimile No.: _______________________


                                        [NAME OF GRANTOR, as Grantor]


                                        By________________________________
                                          Name:
                                          Title:

                                        Person and Address for Notices:

                                        [Name]
                                        [Address]
                                        [Address]
                                        [Address]


Acknowledged and agreed to as
of the date first above written:


                               Exhibit A - Page 5


<PAGE>




[NAME OF DEPOSITORY ACCOUNT BANK]


By__________________________________
  Name:
  Title:

Person and Address for Notices:

[Name]
[Address]
[Address]
[Address]



                               Exhibit A - Page 6


<PAGE>



                                  EXHIBIT B TO
                               SECURITY AGREEMENT


                          FORM OF CONSENT AND AGREEMENT


     The undersigned  hereby  acknowledges  notice of, and consents to the terms
and provisions of, the Security  Agreement,  dated as of November ___, 1998 (the
"Security  Agreement";  the terms  defined  therein being used herein as therein
defined),  from [Name of Grantor],  (the  "Grantor") to Fleet  National Bank, as
administrative  agent  (the  "Administrative  Agent")  for the  Secured  Parties
referred to therein, and hereby agrees with the Administrative Agent that:

          (a) The  undersigned  will make all payments to be made by it under or
     in  connection  with the ________  Agreement,  dated  _________,  19__ (the
     "Assigned  Agreement"),  between the  undersigned and Grantor in accordance
     with the instructions of the Administrative Agent.

          (b) All payments  referred to in paragraph  (a) above shall be made by
     the   undersigned   irrespective   of,  and  without   deduction  for,  any
     counterclaim,  defense,  recoupment or set-off and shall be final,  and the
     undersigned will not seek to recover from the  Administrative  Agent or any
     Lender Party for any reason any such payment once made.

          (c) The Administrative Agent shall be entitled to exercise any and all
     rights and  remedies of the Grantor  under the Assigned  Agreement  and the
     undersigned shall comply in all respects with any such exercise.

          (d) The  undersigned  shall not,  without the prior written consent of
     the Administrative Agent, (i) cancel or terminate the Assigned Agreement or
     consent to or accept any cancellation or termination  thereof,  (ii) amend,
     restate or  otherwise  modify the  Assigned  Agreement  or (iii)  except as
     expressly  provided  therein,  make any prepayment of amounts to become due
     under or in connection with the Assigned Agreement.

     This Consent and Agreement  shall be binding upon the  undersigned  and its
successors and assigns,  and shall inure,  together with the rights and remedies
of the  Administrative  Agent  hereunder,  to the benefit of the  Administrative
Agent,  the Lender  Parties and their  respective  successors,  transferees  and
assigns.  THIS  CONSENT AND  AGREEMENT  SHALL BE GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS
CONFLICTS OF LAWS PROVISIONS).



                               Exhibit B - Page 1
<PAGE>



     IN WITNESS  WHEREOF,  the  undersigned  has duly  executed this Consent and
Agreement as of the date set forth below.


Dated: ________, 1998                   [NAME OF OBLIGOR]



                                        By:___________________________________

                                        Title:________________________________





                               Exhibit B - Page 2
<PAGE>



                                  EXHIBIT C TO
                               SECURITY AGREEMENT



                      FORM OF SECURITY AGREEMENT SUPPLEMENT



                                                           ____________, ___



Fleet Bank, as Administrative Agent
One Federal Street
Boston, MA 02110
Attention: Corporate Banking Group


                  Security Agreement, dated as of November ___,
                       1998, made by Audio Book Club, Inc.
          and the other Grantors party thereto, to Fleet National Bank,
                 as Administrative Agent for the Secured Parties

Ladies and Gentlemen:

     Reference is made to the above-captioned  Security Agreement (such Security
Agreement,  as in effect on the date hereof and as it may  hereafter be amended,
supplemented,  restated,  or otherwise modified from time to time, the "Security
Agreement").  Capitalized  terms used and not otherwise  defined herein have the
meanings ascribed to them in the Security Agreement.

     The  undersigned  hereby  agrees,  as of the date first above  written,  to
become a Grantor  under the Security  Agreement as if it were an original  party
thereto and agrees that each  reference in the  Security  Agreement to "Grantor"
shall also mean and be a reference to the undersigned.

     The undersigned hereby assigns and pledges to the Administrative Agent, for
the benefit of the Administrative  Agent and the ratable benefit of the Lenders,
the  Swing  Line  Bank  and  the  Issuing   Bank,   and  hereby  grants  to  the
Administrative  Agent,  for the  benefit  of the  Administrative  Agent  and the
ratable benefit of the Secured Parties, as security for the Secured Obligations,
a lien on, and security interest in, all of the right, title and interest of the
undersigned,  whether now owned or hereafter acquired,  in and to the Collateral
owned by the undersigned,  including, but not limited to, the property listed on
the attached  supplements  to Schedules I through IV to the Security  Agreement.
The undersigned hereby certifies that such supplements have been



                               Exhibit C - Page 1
<PAGE>



prepared by the undersigned in substantially  the form of such Schedules and are
true, accurate and complete as of the date hereof.

     The undersigned hereby makes each  representation and warranty set forth in
Section 8 of the Security Agreement (as modified by the attached  supplements to
the  Schedules  to the  Security  Agreement)  to the same  extent as each  other
Grantor  and  hereby  agrees  to be bound as a  Grantor  by all of the terms and
provisions of the Security Agreement to the same extent as each other Grantor.

     THIS LETTER SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF NEW YORK  (WITHOUT  GIVING  EFFECT TO ITS CONFLICTS OF LAWS
PROVISIONS).

     EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY  SUBMITS,
FOR ITSELF AND ITS PROPERTY,  TO THE  NONEXCLUSIVE  JURISDICTION OF ANY NEW YORK
STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK
CITY,  NEW YORK AND ANY  APPELLATE  COURT  FROM ANY  THEREOF,  IN ANY  ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS  TO WHICH IT IS A PARTY,  OR FOR  RECOGNITION  OR  ENFORCEMENT  OF ANY
JUDGMENT,  AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING  MAY BE HEARD
AND  DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE EXTENT  PERMITTED BY
LAW,  IN SUCH  FEDERAL  COURT.  EACH OF THE PARTIES  HERETO  AGREES THAT A FINAL
JUDGMENT  IN ANY  SUCH  ACTION  OR  PROCEEDING  SHALL BE  CONCLUSIVE  AND MAY BE
ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED  BY LAW.  NOTHING  IN THIS  AGREEMENT  SHALL  AFFECT ANY RIGHT THAT ANY
LENDER PARTY MAY OTHERWISE  HAVE TO BRING ANY ACTION OR  PROCEEDING  RELATING TO
THIS  AGREEMENT  OR  ANY OF THE  OTHER  LOAN  DOCUMENTS  IN  THE  COURTS  OF ANY
JURISDICTION.

     EACH OF THE PARTIES HERETO IRREVOCABLY AND  UNCONDITIONALLY  WAIVES, TO THE
FULLEST  EXTENT IT MAY LEGALLY AND  EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER  HAVE TO THE LAYING OF VENUE OF ANY SUIT,  ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
TO  WHICH IT IS A PARTY IN ANY NEW YORK  STATE  OR  FEDERAL  COURT.  EACH OF THE
PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY
LAW, THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

     THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION,   PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON  CONTRACT,  TORT  OR
OTHERWISE) ARISING OUT OF THE LOAN



                               Exhibit C - Page 2
<PAGE>



DOCUMENTS (AS DEFINED IN THE CREDIT  AGREEMENT),  THE TRANSACTIONS  CONTEMPLATED
THEREBY OR THE ACTIONS OF THE  ADMINISTRATIVE  AGENT,  ANY LENDER OR THE ISSUING
BANK IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

                                           Very truly yours,

                                           [NAME OF ADDITIONAL GRANTOR]
                                           [Address of chief executive office]
                                           [Address of chief executive office]


                                           By: ________________________________

                                           Title:______________________________