Exhibit
4.8  AMENDED
AND RESTATED  SECURITY
AGREEMENT  AMENDED AND
RESTATED SECURITY AGREEMENT (as the same may be amended, supplemented or
otherwise modified from time to time, this Agreement), dated as of
November 5, 2001, by and among META GROUP, INC., a Delaware corporation (the Borrower),
such other Persons which from time to time may become party hereto
(collectively with the Borrower, the Grantors), and THE BANK OF NEW
YORK (the Bank).  RECITALS  A.            Reference is made to the Amended and
Restated Credit Agreement, dated as of November 5, 2001, by and between the
Borrower and the Bank, (as the same may be amended, supplemented or otherwise
modified from time to time, the Credit Agreement). The Credit
Agreement amends and restates that certain Credit Agreement, dated as of
September 18, 2000, between the Borrower and the Bank (as amended, the Prior
Credit Agreement).  B.            As a condition precedent to the
Banks acceptance and execution of the Prior Credit Agreement and the making of
the Loans, the issuance of the Letters of Credit and all other extensions of
credit under the Prior Credit Agreement, the Borrower executed and delivered to
the Bank a Security Agreement, dated as of September 18, 2000 (as amended the Original
Security Agreement).  C.            Pursuant to the Credit Agreement,
and as a condition the Banks making of the Loans, issuing Letters of Credit
and making any other extensions of credit under the Credit Agreement, the
Borrower is required to enter into this Agreement.  This Agreement shall amend and restate the terms of, and
supercede in its entirety, the Original Security Agreement.  Therefore, in
consideration of the Recitals, the terms and conditions herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Grantors and the Bank hereby agree as follows:  Section 1.               Defined
Terms  (a)           Capitalized terms used herein which
are not otherwise defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement.  
   (b)           When used in this Agreement, the
following capitalized terms shall have the respective meanings ascribed thereto
as follows:  Additional Grantor: each Grantor which becomes a party hereto
pursuant to Section 10 hereof.  Collateral: as defined in Section 2.  Equity Interest: (i) with respect to a corporation, the
capital stock thereof, (ii) with respect to a partnership, a partnership
interest therein, all rights of a partner in such partnership, whether arising
under the partnership agreement of such partnership or otherwise; (iii) with
respect to a limited liability company, a membership interest therein, all
rights of a member of such limited liability company, whether arising under the
limited liability company agreement of such limited liability company or
otherwise; (iv) with respect to any other firm, association, trust, business
enterprise or other entity which is similar to any other Person listed in
clauses (i), (ii) and (iii), and this clause (iv), of this definition, any equity
interest therein, any interest therein which entitles the holder thereof to
share in the revenue, income, earnings or losses thereof or to vote or
otherwise participate in any election of one or more members of the board of
directors or other governing body or Person thereof, and (v) all warrants and
options in respect of any of the foregoing and all other securities which are
convertible or exchangeable therefor.  Event of Default: as defined in Section 6.  Financing Statements: any UCC financing statements executed by
the Grantors in connection with this Agreement or the Original Security
Agreement.  Obligations: all of the obligations and liabilities of each
Grantor under the Loan Documents, in each case whether fixed, contingent, now
existing or hereafter arising, created, assumed, incurred or acquired, as such
obligations and liabilities may be amended, increased, modified, renewed,
refinanced by the Bank, refunded or extended from time to time.  Office Location: as defined in Section 3(a).  Supplement: a Supplement to this Agreement, duly completed, in the form of Annex
A hereto.  UCC: with respect to any jurisdiction, Articles 1, 8 and 9 of
the Uniform Commercial Code as in effect in such jurisdiction on the date of
this Agreement, as the same may be amended from time to time.  2 
   (c)           When used in this Agreement, the
following capitalized terms shall have the respective meanings ascribed thereto
in the UCC, as such definitions may be amended from time to time: Account,
Certificated Security, Deposit Account, Instrument,
Issuer, Proceeds, Secured Party, Security,
and Supporting Obligation.  Section 2.               Grant
of Security Interest  To secure the
prompt and complete payment, observance and performance of the Obligations,
each Grantor hereby grants to the Bank a security interest in and to all of
such Grantors right, title and interest in and to all of the following
property now owned or hereafter acquired (collectively, the Collateral):  (i) all Accounts of the Borrower, all Instruments evidencing
Intercompany Indebtedness owed to the Borrower and all Supporting Obligations
in respect of any thereof;  (ii) the safekeeping account in the
name of the Borrower maintained at the Bank and designated as account number 241033
and any demand Deposit Accounts established in connection with such account
(together with any successor accounts, the Collateral Account) and all
property from time to time held in or credited to the Collateral Account,
whether now held or hereafter acquired and transferred into or credited to the
Collateral Account, including, without limitation, all monies, bills, bonds,
notes, obligations, securities, commercial paper, instruments or other
investment property and financial assets of any nature held in or credited to
the Collateral Account, in each case, together with all payments and
distributions now or hereafter made thereon (whether constituting principal,
interest or dividends and whether payable in cash or in property); all sums now
or hereafter deposited in, and all sums due or to become due on (whether as
interest, dividends or otherwise), the Collateral Account; all rights
(contractual or otherwise) now or hereafter arising under, connected with or in
any way related to the foregoing items of Collateral in this sub-paragraph
(ii), including all securities entitlements with respect thereto; all claims
(including the right to sue or otherwise recover such claims) against third
parties now or hereafter arising under, connected with or in any way related to
the foregoing items of Collateral in this sub-paragraph (ii); and all additions
thereto and all substitutions, exchanges and replacements therefor;  (iii) all Equity Interests in each Person which now is or may hereafter
become a Subsidiary of such Grantor, whether or not evidenced by a Security; provided,
however, that with respect to any Foreign Subsidiary which does not
become a Subsidiary Guarantor pursuant to the terms of Section 8.8 of the
Credit Agreement, the Equity Interests in such Foreign Subsidiary pledged
hereunder shall be equal to 60% of the outstanding Capital Stock of such
Foreign Subsidiary; and  3 
   (iv) all Proceeds of all of the foregoing.  Section 3.               Representations
and Warranties  The Borrower
hereby represents and warrants to the Bank as follows:  (a)           Location. The
Borrower is duly incorporated in the State of                       (the State of Incorporation).  As of the date hereof, the Borrowers chief
executive office, is, and has been continuously for the immediately preceding
five-month period, located at the address set forth in Section 10.2 of the
Credit Agreement (the Office Location). The exact name of the Borrower
is as set forth in the first paragraph of this Agreement.  (b)           Borrowers Name.  The Borrower has not changed its legal name
during the six-year period immediately preceding the date hereof.  (c)           Security Interest.
This Agreement, together with the delivery to the Bank of the Certificated
Securities constituting Collateral and the continuous possession thereof by the
Bank creates a continuing enforceable security interest in the Collateral in
favor of the Bank.  Upon (i) the
presentation for filing of the Financing Statements at the respective offices
listed thereon together with the appropriate filing fee therefor, and (ii) the
delivery to the Bank of any Instruments constituting the Collateral, such
security interest shall be perfected. 
The Bank shall be considered a Protected purchaser within the meaning of
Article 8 of the UCC, with respect to the Collateral consisting of Securities.  (d)           Accounts. As
of the date hereof, (i) all records concerning any Accounts constituting the
Collateral, other than such Accounts that are not material to the conduct of
the Borrowers business, are located at the Office Location, and (ii) no such
Account that is covered by the representation in clause (i) of this paragraph
is evidenced by a promissory note or other instrument.  (e)           Instruments.
The Borrower does not currently own any Instruments evidencing Intercompany
Indebtedness, other than such as are not material to the conduct of the
Borrowers business.  Section 4.               Covenants
of the Grantors  Each Grantor
hereby covenants with the Bank as follows:  (a)           Location and
Chief Executive Office. The Borrower shall maintain its existence in good
standing under the laws of its State of Incorporation.  The Borrower shall maintain its place of
business at its Office Location or at such other location in respect of which
(A) such Grantor shall have  4 
   provided the Bank
with prior written notice thereof, and (B) if the Bank deems necessary, UCC
financing statements (or amendments thereto), in form and substance reasonably
satisfactory to the Bank, shall have been filed within two months of such
change.  (b)           Further
Assurances. Such Grantor shall, at its own expense, promptly execute and
deliver all certificates, documents, instruments, financing and continuation
statements and amendments thereto, notices and other agreements, and take all
further action, that the Bank may reasonably request from time to time, in
order to perfect and protect the security interest granted hereby or to enable
the Bank to exercise and enforce its rights and remedies hereunder with respect
to the Collateral.  Such Grantor hereby
irrevocably appoints the Bank as such Grantors true and lawful attorneyin-fact,
in the name, place and stead of such Grantor, to perform on behalf of such
Grantor any and all obligations of such Grantor under this Agreement, and such
Grantor agrees that the power of attorney herein granted constitutes a power
coupled with an interest, provided, however, that the Bank shall have no obligation
to perform any such obligation and such performance shall be at the sole cost
and expense of such Grantor.  If such
Grantor fails to comply with any of its obligations hereunder, the Bank may do
so in such Grantors name or in the Banks name, but at such Grantors expense,
and such Grantor hereby agrees to reimburse the Bank in full for all reasonable
expenses, including reasonable attorneys fees, incurred by the Bank in
connection therewith.  Without limiting
the foregoing, when permitted by applicable law, the Grantor authorizes the
Bank to file financing statements describing the Collateral without the
signature of the Grantor.  (c)           Information.
Such Grantor at its own expense shall furnish to the Bank such information,
reports, statements and schedules with respect to the Collateral as the Bank
may reasonably request from time to time.  (d)           Defense of
Collateral. Such Grantor at its own expense shall defend the Collateral
against all material claims of any kind or nature of all Persons at any time
claiming the same or any interest therein adverse to the interests of the Bank,
and such Grantor shall not cause, permit or suffer to exist any Lien upon the
Collateral except as permitted pursuant to the Credit Agreement.  (e)           Delivery of
Pledged Collateral. Each Certificated Security representing an Equity
Interest in a Person which is or shall become a Subsidiary of such Grantor
shall be promptly (but not later than 30 days from the date hereof) delivered
to the Bank (subject to the limitation contained in Section 2(iii)), to be held
by the Bank pursuant hereto, in suitable form for transfer by delivery or
accompanied by duly executed documents of transfer or assignment in blank, all
in form and substance satisfactory to the Bank.  Such Grantor agrees that until so delivered, each such
Certificated Security shall be held by such Grantor in trust  5 
   for the benefit of
the Bank and be segregated from the other Property of such Grantor.  (f)            Accounts.
Except as otherwise provided in this Section 4(f), the Borrower shall continue
to collect in accordance with its customary practices, at its own expense, all
amounts due or to become due to the Borrower in respect of its Accounts and,
prior to the occurrence of an Event of Default, the Borrower shall have the
right to adjust, settle or compromise the amount or payment of any such
Account, all in accordance with its customary practices.  In connection with such collections, the
Borrower may take and, at the direction of the Bank at any time that an Event
of Default shall have occurred and be continuing shall take, such action as the
Borrower or the Bank may reasonably deem necessary or advisable to enforce
collection of such Accounts.  Upon the
occurrence and during the continuance of an Event of Default, the Bank shall
have the right to enforce the Borrowers rights against the Obligors with
respect to the Accounts.  (g)           Collateral
Account and Deposit Accounts.  The
Collateral Account and each Deposit Account shall be subject to the control of
the Bank.  (h)           Instruments.
All of the Instruments now or hereafter owned by or in the possession of the
Borrower which constitute the Collateral (other than checks received in the
ordinary course of collection) shall be promptly delivered to the Bank, to be
held by the Bank pursuant hereto, in suitable form for transfer by delivery or
accompanied by duly executed documents of transfer or assignment in blank, all
in form and substance reasonably satisfactory to the Bank.  The Borrower agrees that, with respect to
all items of the Collateral which it is or shall hereafter be obligated to
deliver to the Bank, until so delivered such items shall be held by the
Borrower in trust for the benefit of the Bank and be segregated from the other
Property of the Borrower.  Section 5.               Other
Agreements of the Grantors  (a)           No Duty to Preserve. Except as
otherwise required by law, each Grantor agrees that, with respect to the
Collateral, the Bank has no obligation to preserve rights against prior or
third parties.  (b)           Banks Duty With Respect to
Collateral. The Banks only duty with respect to the Collateral delivered
to it shall be to use reasonable care in the custody and preservation of the
Collateral, and each Grantor agrees that if the Bank accords the Collateral
substantially the same kind of care as it accords its own Property, such care
shall conclusively be deemed reasonable. 
In the event that all or any part of the Certificated Securities or Instruments
constituting the Collateral are lost, destroyed or wrongfully taken while such
Certificated Securities or Instruments are in the possession of the Bank, each
Grantor agrees that it will use its best efforts to cause the delivery of new
Certificated Securities or Instruments in place of the lost, destroyed or
wrongfully  6 
   taken Certificated
Securities or Instruments upon request therefor by the Bank, without the
necessity of any indemnity bond or other security, other than the Banks agreement
of indemnity upon usual and customary terms therefor.  Anything herein to the contrary notwithstanding, the Bank shall
not be under any duty to send notices, perform services, exercise any rights of
collection, enforcement, conversion or exchange, vote, pay for insurance, taxes
or other charges or take any action of any kind in connection with the
management of the Collateral.  Section 6.               Events
of Default  Each of the
following shall constitute an Event of Default:  (a)           If any Grantor shall
fail to observe or perform any term, covenant or agreement contained in this
Agreement; or (b)           The occurrence and
continuance of any other Event of Default under, and as such term is defined
in, the Credit Agreement.  Section 7.               Remedies  (a)           Upon the occurrence of an Event of
Default or at any time thereafter during the continuance thereof, the Bank may:  (i)            exercise any and
all rights and remedies granted to a Secured Party by the UCC or otherwise
allowed at law, and otherwise provided by this Agreement, and  (ii)           dispose of the
Collateral as it may choose, so long as every aspect of the disposition
including the method, manner, time, place and terms are commercially
reasonable, and each Grantor agrees that, without limitation, the following are
each commercially reasonable: the Bank shall not in any event be required to
give more than 14 days prior written notice to any Grantor of any such
disposition, any place within the City of New York or the County of Fairfield,
Connecticut may be designated by the Bank for disposition, and the Bank may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.  (b)           Each Grantor acknowledges and agrees
that the Bank may elect, with respect to the offer or sale of any or all of the
Equity Interests constituting the Collateral, to conduct such offer and sale in
such a manner as to avoid the need for registration or qualification of such
Equity Interests or the offer and sale thereof under any Federal or state
securities laws, and that the Bank is authorized to comply with any limitation
or restriction in connection with such sale as counsel may advise the Bank is
reasonably necessary in order to avoid any violation of applicable law,
compliance with such procedures as may restrict the number of prospective
bidders and purchasers,  7 
   require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to Persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such Equity Interests,
or in order to obtain any required approval of the sale or of the purchaser by
any Governmental Authority.  Each
Grantor further acknowledges and agrees that any such transaction may be at
prices and on terms less favorable than those which may be obtained through a
public sale and not subject to such restrictions and agrees that,
notwithstanding the foregoing, the Bank is under no obligation to conduct any
such public sale and may elect to impose any or all of the foregoing
restrictions, or any other restrictions which may be reasonably necessary in
order to avoid any such registration or qualification, at its sole discretion,
and that any such offer and sale so conducted shall be deemed to have been made
in a commercially reasonable manner. (c)           To the extent permitted by law, each
Grantor hereby expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, redemption or similar laws, now or at any time
hereafter in force, which might delay, prevent or otherwise impede the
performance or enforcement of this Agreement.  Section 8.               Voting  Notwithstanding
anything to the contrary contained in this Agreement, each Grantor shall have
the right to vote all Securities constituting the Collateral and receive and
retain all dividends and distributions thereon until such time, if any, as an
Event of Default shall have occurred and be continuing and the Bank shall have
notified the Grantors that the Bank shall have elected to terminate the rights
of the Grantors under this Section, at which time the Bank shall then be vested
with the right to vote all Securities constituting the Collateral and receive
and retain all dividends and distributions thereon, until such time as such
Event of Default is cured or waived.  Section 9.               Notices  All notices and
other communications provided for or otherwise required hereunder or in
connection herewith shall be given in the manner and, with respect to the
Borrower and the Bank, to the addresses set forth in Section 10.2 of the Credit
Agreement.  The address for notices to
each other Grantor executing this Agreement shall be its respective Office
Location.  Section 10.          Additional
Grantors  Section 8.8 of the Credit Agreement requires, upon the terms and
conditions setforththerein, that
each Subsidiary of the Borrower that was not in existence on the Effective Date
which owns any Capital Stock of any other Subsidiary of the Borrower, shall
enter into this Agreement as an additional Grantor.  Upon execution and delivery by the Bank and any such Subsidiary
of a Supplement, together with certificates evidencing the  8 
   Equity Interests being pledged (subject to the limitation contained in
Section 2(iii)) and such UCC Financing Statements and other documents as the
Bank shall require in order to perfect the Banks security interest granted
thereby, such Subsidiary shall become a Grantor hereunder with the same force
and effect as if originally named as a Grantor herein.  The execution and delivery of such Supplement
shall not require the consent of any other Grantor hereunder.  The rights and obligations of each Grantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Grantor as a party to this Agreement.  Section 11.             Termination  On any date upon
which (i) the Bank shall no longer have any obligation to make any Revolving
Credit Loans or issue any Letters of Credit, and (ii) the Obligations shall
have been indefeasibly paid in full in cash, the Liens granted hereby shall cease
and the Bank shall, at the Grantors expense, execute and deliver all UCC
Termination Statements which the Grantors shall have reasonably requested, and
return to the Grantors all Collateral which shall remain in the possession of
the Bank at such time.  Section 12.             Relationship
to Credit Agreement  This Agreement is
the Security
Agreementunder, and as such term is defined in, the Credit
Agreement, and is subject to, and should be construed in accordance with, the
provisions thereof.  Each of the Bank
and the Grantors acknowledges that certain provisions of the Credit Agreement,
Sections 1.2 (Principles of Construction), 3.9 (Taxes), 10.1 (Amendments and
Waivers), 10.3 (No Waiver; Cumulative Remedies), 10.4 (Survival of
Representations and Warranties and Certain Obligations), 10.7 (Counterparts),
10.9 (Construction), 10.10 (Governing Law), 10.11 (Headings Descriptive), 10.12
(Severability), 10.13 (Integration), 10.14 (Consent to Jurisdiction), 10.15
(Service of Process), 10.16 (No Limitation on Service or Suit) and 10.17
(WAIVER OF TRIAL BY JURY) thereof, are made applicable to this Agreement and
all such provisions are incorporated by reference herein as if fully set forth
herein.  Section 13.             Amended
and Restated Agreement  This Agreement is
an amendment and restatement of the Original Security Agreement.  All Obligations as defined in the Original
Security Agreement shall be Obligations under and as defined in this Agreement
and shall be secured by the Collateral as defined in this Agreement.  [THE REMAINDER OF THIS
PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]  9 
   IN EVIDENCE of the
agreement by the parties hereto to the terms and conditions herein contained,
each such party has caused this Amended and Restated Security Agreement to be
duly executed on its behalf.  META GROUP, INC.By:
  /s/ John A. PiontkowskiName:
  John A. PiontkowskiTitle:
  Senior Vice President
  and Chief Financial Officer  Accepted by:THE BANK OF NEW YORKBy:
  /s/ Mark J. SicinskiMark J. Sicinski,Vice President  10 
   ANNEX A  FORM OF SUPPLEMENT TO SECURITY
AGREEMENT  SUPPLEMENT, dated as of              
, made by                , a                 corporation (the New
Grantor) to the Amended and Restated Security Agreement (the Security
Agreement),dated as of November 5, 2001, by and between META
GROUP, INC., a Delaware corporation (the Borrower and, collectively
with each Subsidiary which has previously become a party to the Security
Agreement pursuant to Section 10 thereof, the Grantors), and THE BANK
OF NEW YORK (the Bank).  1.             Reference is made
to the Amended and Restated Credit Agreement, dated as of November 5, 2001, by
and between the Borrower and the Bank  (as
the same may be amended, modified or supplemented from time to time, the Credit
Agreement).  2.             Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Security Agreement or the Credit Agreement, as the case
may be.  3.             The Grantors have
entered into the Security Agreement in order to induce the Bank to enter into
the Credit Agreement and make the Loans and issue Letters of Credit.  Section 8.8 of the Credit Agreement
requires, upon the terms and conditions set forth therein, that each Subsidiary
of the Borrower that was not in existence on the Effective Date which owns any
Capital Stock of any other Subsidiary of the Borrower, enter into the Security
Agreement as an additional Grantor. 
Section 10 of the Security Agreement provides that such Subsidiary shall
become a Grantor under the Security Agreement by the execution and delivery of
an instrument in the form of this Supplement. 
The New Grantor is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Grantor under the Security
Agreement in order to induce the Bank to make additional Loans and issue
additional Letters of Credit, and as consideration for Loans previously made.  Accordingly, the Bank and the New Grantor agree as follows:  (a)           In accordance with Section 10 of the
Security Agreement, by signing this Supplement, the New Grantor (a) shall be,
and shall be deemed to be, a Grantor under, and as such term is defined in,
the Security Agreement with the same force and effect as if originally named
therein as a Grantor, (b) shall have made, and shall be deemed to have made,
the representations and warranties contained in Section 3 of the Security
Agreement on and as of the date hereof, and (c) shall have made, and shall be
deemed to have made, all of the covenants and agreements of a Grantor set forth
in the Security Agreement.  (b)           Representations
and Warranties  
   The New Grantor represents and warrants to the
Bank as follows:  (i)            This Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligations, enforceable against it in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws affecting
creditors rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or an
action at law).  (ii)           The New Grantor is
duly organized and validly existing under the laws of the State of                               (its State
of Incorporation).  The New
Grantors place of business or, if the New Grantor has more than one place of
business, its chief executive office, is, and has been continuously for the
immediately preceding five-month period, located at:                                                                                    
(its Office Location).  (iii)          The New Grantor has
not changed its legal name during the six-year period immediately preceding the
date of this Supplement, except as the Bank shall have been advised of prior to
such Grantor becoming a party to this Agreement.  (iv)          The New Grantor
shall maintain its existence in good standing under the laws of its State of
Incorporation.  The New Grantor shall
maintain its place of business, or if such Grantor has more than one place of
business, its chief executive office, at its Office Location or at such other
location in respect of which (A) such Grantor shall have provided the Bank with
prior written notice thereof, and (B) if the Bank deems necessary, UCC
financing statements (or amendments thereto), in form and substance reasonably
satisfactory to the Bank, shall have been filed within two months of such
change.  (v)           The
exact legal name of the New Grantor is as set forth in the first paragraph of
this Supplement.  (c)           Except as expressly
supplemented hereby, the Security Agreement shall remain in full force and
effect.  (d)           This Supplement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to conflicts of laws rules.  (e)           Every provision of
this Supplement is intended to be severable, and if any term or provision
hereof shall be invalid, illegal or unenforceable for any reason, the validity,
legality and enforceability of the remaining provisions hereof or thereof shall
not be affected or impaired thereby, and any invalidity, illegality or
unenforceability in any jurisdiction shall not  ii 
   affect the validity, legality or enforceability of any such term or
provision in any other jurisdiction.  (f)            The New Grantor
agrees to reimburse the Bank for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel to the Bank.  (g)           This Supplement may
be executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
instrument.  This Supplement shall
become effective when the Bank shall have received counterparts of this
Supplement duly executed by the New Grantor.  iii 
   The New Grantor and the Bank have duly executed this Supplement to the
Amended and Restated Security Agreement as of the day and year first above
written.  [NAME
  OF NEW GRANTOR]By:Name:Title:THE
  BANK OF NEW YORKBy:Name:Title:  iv