Exhibit
10.55(d)


TRADEMARK SECURITY
AGREEMENT


This TRADEMARK SECURITY AGREEMENT (this “Agreement”),
dated as of July 8, 2003, is made between EINSTEIN AND NOAH CORP., a Delaware
corporation (the “Grantor”), and THE BANK OF NEW YORK, in its capacity
as trustee, as Collateral Agent (together with its successor(s) thereto, in
such capacity the “Collateral Agent”) for each of the Secured Parties;


W I T N E S S E T H :


WHEREAS, the Issuer, the other Grantors and the
Collateral Agent, as trustee, have entered into an Indenture, dated as of July
8, 2003 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Indenture”), and in connection therewith, the
Issuer has issued (the “Notes Issuance”) its Senior Secured Notes due
2008 (and, if applicable, its Senior Secured Notes due 2008, Series B issued in
exchange therefor) (collectively, the “Notes”);


WHEREAS, the Grantors have entered into that certain
Loan and Security Agreement, dated as of July 8, 2003 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Loan Agreement”) among the financial institutions named therein (the “Senior
Lenders”) as lenders, Amsouth Bank, as the agent (the “Agent”), and
Amsouth Capital Corp., as the administrative agent, pursuant to which such
lenders have agreed to make certain loans and other financial accommodations to
the Grantors from time to time, which Loan Agreement is referenced as the
Senior Credit Facility under the Indenture, and the other Grantors hereto have
each entered into various agreements granting Liens to the Agent for the
benefit of the Senior Lenders as well;


WHEREAS, in connection with the Indenture, the Grantor
has executed and delivered a Pledge and Security Agreement, dated as of July 8,
2003 (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “Pledge and Security Agreement”);


WHEREAS, as a condition precedent to the Notes
Issuance, the Grantor is required to execute and deliver this Agreement and to
grant to the Collateral Agent a continuing security interest in all of the
Trademark Collateral (as defined below) to secure all Secured Obligations;


WHEREAS, the Grantor has duly authorized the
execution, delivery and performance of this Agreement; and


WHEREAS, it is in the best interests of each Grantor
to execute this Agreement inasmuch as such Grantor will derive substantial
direct and indirect benefits from proceeds of the Notes issued by the Issuer;


NOW, THEREFORE,
for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to induce the Holders to acquire the Notes and
maintain the Indebtedness evidenced thereby, the Grantor agrees, for the
benefit of each Secured Party, as follows:


 

















 


SECTION 1.  Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided (or incorporated by
reference) in the Pledge and Security Agreement.


SECTION 2.  Grant of Security Interest.  For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, to secure all of
the Secured Obligations, the Grantor does hereby mortgage, pledge and
hypothecate to the Collateral Agent, and grant to the Collateral Agent a
security interest in, for its benefit and the benefit of each Secured Party,
all of the following property (the “Trademark Collateral”), whether now
owned or hereafter acquired or existing by it:


(a)  all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, certification marks, collective marks, logos, other source of
business identifiers, prints and labels on which any of the foregoing have
appeared or appear, designs and general intangibles of a like nature (all of
the foregoing items in this clause (a) being collectively called a
“Trademark”), now existing anywhere in the world or hereafter adopted or
acquired, whether currently in use or not, all registrations and recordings
thereof and all applications in connection therewith, whether pending or in
preparation for filing, including registrations, recordings and applications in
the United States Patent and Trademark Office or in any office or agency of the
United States of America or any State thereof or any foreign country, including
those referred to in Item A of Schedule IV attached
hereto;


(b)  all Trademark licenses, including each
Trademark license referred to in Item B of Schedule IV
attached hereto;


(c)  all reissues, extensions or renewals of any
of the items described in clause (a) and (b);


(d)  all of the goodwill of the business
connected with the use of, and symbolized by the items described in, clauses
(a) and (b); and


(e)  all proceeds of, and rights associated with,
the foregoing, including any claim by the Grantor against third parties for
past, present or future infringement or dilution of any Trademark, Trademark
registration or Trademark license, including any Trademark, Trademark
registration or Trademark license referred to in Item A and Item B
of Schedule IV attached hereto, or for any injury to the goodwill
associated with the use of any such Trademark or for breach or enforcement of
any Trademark license.


SECTION 3.  Pledge
and Security Agreement.  This
Agreement has been executed and delivered by the Grantor for the purpose
of registering the security interest of the Collateral Agent in the Trademark
Collateral with the United States Patent and Trademark Office and corresponding
offices in other countries of the world. 
The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Collateral Agent for its benefit and the benefit of each Secured Party under
the Pledge and Security Agreement.  The
Pledge and Security Agreement (and all rights and remedies of the Collateral
Agent and each Secured Party thereunder) shall remain in full force and effect
in accordance with its terms.


 

















 


SECTION 4.  Release of Security Interest.  Upon payment in full in cash of all Secured
Obligations, the Collateral Agent shall, at the Grantor’s expense, execute and
deliver to the Grantor all instruments and other documents as may be necessary
or proper to release the lien on and security interest in the Trademark
Collateral which has been granted hereunder.


SECTION 5.  Acknowledgment.  The Grantor does hereby
further acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Trademark
Collateral granted hereby are more fully set forth in the Pledge and Security
Agreement, the terms and provisions of which (including the remedies provided
for therein) are incorporated by reference herein as if fully set forth herein.


SECTION 6.  Related Document, etc.  This Agreement is a Related Document
executed pursuant to the Indenture and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Indenture.


SECTION 7.  Counterparts.  This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 

















 


[Signature page to
Trademark Security Agreement]


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their respective  officers thereunto duly authorized as of the
day and year first above written.


	
   

  	
  EINSTEIN AND NOAH CORP., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: