EXHIBIT 10.3

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AMENDED AND RESTATED SECURITY AGREEMENT

By

D 56, INC., LENOX RETAIL, INC.,

and

LENOX, INCORPORATED,

as Borrowers,

LENOX GROUP INC.,

and

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors

and

UBS AG, STAMFORD BRANCH,

as Administrative Agent



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Dated as of April 20, 2007

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TABLE OF CONTENTS

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|------------------------------------------------------------------------------------- | ----------- | ------------------------------------------------------------------------------------ |  | ----
|                                                                                      |             |                                                                                      |  | Page
|                                                                                      |             |                                                                                      |  |     
|                                                                                     
|PREAMBLE                                                                              |             | 1                                                                                   
|                                                                                      |             |                                                                                     
|R E C I T A
  L S:                                                                    |             | 1                                                                                   
|                                                                                      |             |                                                                                     
|A G R E E M
  E N T:                                                                  |             | 2                                                                                   
|                                                                                      |             |                                                                                      |  |     
|ARTICLE I.
  DEFINITIONS AND INTERPRETATION                                           |             | 2                                                                                   
|                                                                                      |             |                                                                                     
|                                                                                      | Section 1.1 | Definitions                                                                          |  | 2   
|                                                                                      | Section 1.2 | Interpretation                                                                       |  | 10  
|                                                                                      | Section 1.3 | Resolution
  of Drafting Ambiguities                                                 |  | 10  
|                                                                                      | Section 1.4 | Perfection
  Certificate                                                             |  | 10  
|                                                                                      |             |                                                                                      |  |     
|ARTICLE II.
  GRANT OF SECURITY AND SECURED OBLIGATIONS                               |             | 10                                                                                  
|                                                                                      |             |                                                                                      |  |     
|                                                                                      | Section 2.1 | Pledge                                                                               |  | 10  
|                                                                                      | Section 2.2 | Secured
  Obligations                                                                |  | 12  
|                                                                                      | Section 2.3 | Security Interest                                                                    |  | 12  
|                                                                                      |             |                                                                                      |  |     
|ARTICLE III.
  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL |             | 12                                                                                  
|                                                                                      |             |                                                                                      |  |     
|                                                                                      | Section 3.1 | Delivery of
  Certificated Securities Collateral                                     |  | 12  
|                                                                                      | Section 3.2 | Perfection
  of Uncertificated Securities Collateral                                 |  | 13  
|                                                                                      | Section 3.3 | Financing
  Statements and Other Filings; Maintenance of Perfected Security Interest |  | 13  
|                                                                                      | Section 3.4 | Other
  Actions                                                                      |  | 14  
|                                                                                      | Section 3.5 | Joinder of
  Additional Pledgors                                                     |  | 18  
|                                                                                      | Section 3.6 | Supplements;
  Further Assurances                                                    |  | 18  
|                                                                                      |             |                                                                                      |  |     
|ARTICLE IV.
  REPRESENTATIONS, WARRANTIES AND COVENANTS                               |             | 19                                                                                  
|                                                                                      |             |                                                                                      |  |     
|                                                                                      | Section 4.1 | Title                                                                                |  | 19  
|                                                                                      | Section 4.2 | Limitation
  on Liens; Defense of Claims; Transferability of Pledged Collateral      |  | 19  
|                                                                                      | Section 4.3 | Chief
  Executive Office; Change of Name; Jurisdiction of Organization               |  | 19  
|                                                                                      | Section 4.4 | Location of
  Collateral                                                             |  | 20  
|                                                                                      | Section 4.5 | Condition
  and Maintenance of Equipment                                             |  | 20  
|                                                                                      | Section 4.6 | Corporate
  Names; Prior Transactions                                                |  | 20  
|                                                                                      | Section 4.7 | Due
  Authorization and Issuance                                                     |  | 20  
|                                                                                      | Section 4.8 | No Claims                                                                            |  | 21  
|                                                                                      | Section 4.9 | No Conflicts,
  Consents, etc.                                                       |  | 21  

i

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|                                                                             |              |                                                                             |  |   
|---------------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------- |  | --
|                                                                             | Section 4.10 | Pledged
  Collateral                                                        |  | 21
|                                                                             | Section 4.11 | Insurance                                                                   |  | 21
|                                                                             | Section 4.12 | Payment of
  Taxes; Compliance with Laws; Contested Liens; Claims           |  | 21
|                                                                             | Section 4.13 | Access to
  Pledged Collateral, Books and Records; Other Information        |  | 22
|                                                                             | Section 4.14 | Third Party
  Consents Relating to Intellectual Property Collateral         |  | 22
|                                                                             |              |                                                                             |  |   
|ARTICLE V.
  CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL             |              | 22                                                                         
|                                                                             |              |                                                                             |  |   
|                                                                             | Section 5.1  | Pledge of
  Additional Securities Collateral                                |  | 22
|                                                                             | Section 5.2  | Voting
  Rights; Distributions; etc.                                        |  | 23
|                                                                             | Section 5.3  | Operative
  Agreements                                                      |  | 24
|                                                                             | Section 5.4  | Defaults,
  etc.                                                            |  | 24
|                                                                             | Section 5.5  | Certain
  Agreements of Pledgors As Issuers and Holders of Equity Interests |  | 24
|                                                                             |              |                                                                             |  |   
|ARTICLE VI.
  CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL |              | 25                                                                         
|                                                                             |              |                                                                             |  |   
|                                                                             | Section 6.1  | Grant of
  License                                                          |  | 25
|                                                                             | Section 6.2  | Registrations                                                               |  | 25
|                                                                             | Section 6.3  | No
  Violations or Proceedings                                              |  | 25
|                                                                             | Section 6.4  | Protection
  of Administrative Agents Security                             |  | 25
|                                                                             | Section 6.5  | After-Acquired
  Property                                                   |  | 26
|                                                                             | Section 6.6  | Modifications                                                               |  | 27
|                                                                             | Section 6.7  | Litigation                                                                  |  | 27
|                                                                             | Section 6.8  | U.S.
  Intent-to-Use Trademark Applications                                 |  | 27
|                                                                             |              |                                                                             |  |   
|ARTICLE VII.
  CERTAIN PROVISIONS CONCERNING ACCOUNTS                        |              | 28                                                                         
|                                                                             |              |                                                                             |  |   
|                                                                             | Section 7.1  | Special
  Representations and Warranties                                    |  | 28
|                                                                             | Section 7.2  | Maintenance
  of Records                                                    |  | 28
|                                                                             | Section 7.3  | Legend                                                                      |  | 28
|                                                                             | Section 7.4  | Modification
  of Terms, etc.                                               |  | 28
|                                                                             | Section 7.5  | Collection                                                                  |  | 29
|                                                                             |              |                                                                             |  |   
|ARTICLE
  VIII. TRANSFERS AND OTHER LIENS                                    |              | 29                                                                         
|                                                                             |              |                                                                             |  |   
|                                                                             | Section 8.1  | Transfers of
  and other Liens on Pledged Collateral                        |  | 29
|                                                                             |              |                                                                             |  |   
|ARTICLE IX.
  REMEDIES                                                       |              | 29                                                                         
|                                                                             |              |                                                                             |  |   
|                                                                             | Section 9.1  | Remedies                                                                    |  | 29
|                                                                             | Section 9.2  | Notice of
  Sale                                                            |  | 31
|                                                                             | Section 9.3  | Waiver of
  Notice and Claims                                               |  | 31
|                                                                             | Section 9.4  | Certain
  Sales of Pledged Collateral                                       |  | 32

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|                                                                                                                |                 |                                                                                     |  |   
|--------------------------------------------------------------------------------------------------------------- | --------------- | ----------------------------------------------------------------------------------- |  | --
|                                                                                                                | Section 9.5     | No Waiver;
  Cumulative Remedies                                                    |  | 33
|                                                                                                                | Section 9.6     | Certain
  Additional Actions Regarding Intellectual Property                        |  | 33
|                                                                                                                |                 |                                                                                     |  |   
|ARTICLE X.
  PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS/APPLICATION OF           
        PROCEEDS |                 | 34                                                                                 
|                                                                                                                |                 |                                                                                     |  |   
|                                                                                                                | Section 10.1    | Proceeds of
  Casualty Events and Collateral Dispositions                           |  | 34
|                                                                                                                | Section 10.2    | Application
  of Proceeds                                                           |  | 34
|                                                                                                                |                 |                                                                                     |  |   
|ARTICLE XI.
  MISCELLANEOUS                                                                                     |                 | 34                                                                                 
|                                                                                                                |                 |                                                                                     |  |   
|                                                                                                                | Section 11.1    | Concerning
  Administrative Agent                                                   |  | 34
|                                                                                                                | Section 11.2    | Administrative
  Agent May Perform; Administrative Agent Appointed Attorney-in-Fact |  | 35
|                                                                                                                | Section 11.3    | Expenses                                                                            |  | 35
|                                                                                                                | Section 11.4    | Continuing
  Security Interest; Assignment                                          |  | 37
|                                                                                                                | Section 11.5    | Termination;
  Release                                                              |  | 37
|                                                                                                                | Section 11.6    | Modification
  in Writing                                                           |  | 37
|                                                                                                                | Section 11.7    | Notices                                                                             |  | 37
|                                                                                                                | Section 11.8    | GOVERNING
  LAW                                                                     |  | 38
|                                                                                                                | Section 11.9    | CONSENT TO
  JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL              |  | 38
|                                                                                                                | Section
  11.10 | Severability
  of Provisions                                                        |  | 38
|                                                                                                                | Section
  11.11 | Execution in
  Counterparts                                                         |  | 38
|                                                                                                                | Section
  11.12 | Business
  Days                                                                     |  | 38
|                                                                                                                | Section
  11.13 | No Credit
  for Payment of Taxes or Imposition                                      |  | 39
|                                                                                                                | Section
  11.14 | No Claims
  Against Administrative Agent                                            |  | 39
|                                                                                                                | Section
  11.15 | No Release                                                                          |  | 39
|                                                                                                                | Section
  11.16 | Obligations
  Absolute                                                              |  | 39
|                                                                                                                | Section
  11.17 | Amendment
  and Restatement                                                         |  | 40

|            |                                                                 
|----------- | ----------------------------------------------------------------
|EXHIBIT 1   | Form of
  Issuers Acknowledgment                                
|EXHIBIT 2   | Form of
  Securities Pledge Amendment                           
|EXHIBIT 3   | Form of
  Joinder Agreement                                     
|EXHIBIT 4   | Form of
  Securities Account Control Agreement                  
|EXHIBIT 5-A | Form of
  Deposit Account Control Agreement - Springing Dominion
|EXHIBIT 5-B | Form of
  Deposit Account Control Agreement - Full Dominion     

iii

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AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED
AND RESTATED SECURITY AGREEMENT dated as of April 20, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time in
accordance with the provisions hereof, the Agreement) made among D 56,
INC., a Minnesota corporation (D 56), LENOX RETAIL, INC., a Minnesota
corporation (Lenox Retail), LENOX, INCORPORATED, a New Jersey
corporation (Lenox and, together with D 56 and Lenox Retail, Borrowers
and each individually, a Borrower), LENOX GROUP INC., a Delaware
corporation (Holdings), THE SUBSIDIARY GUARANTORS PARTY TO THE CREDIT
AGREEMENT (and together with Holdings, the Guarantors) ANY ADDITIONAL
BORROWERS OR GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER
AGREEMENT (the Additional Pledgors,), as pledgors, assignors and
debtors (the Borrowers, together with the Guarantors and the Additional
Pledgors, in such capacities and together with any successors in such
capacities, the Pledgors, and each, a Pledgor), in favor of
UBS AG, STAMFORD BRANCH, having an office at 677 Washington Boulevard,
Stamford, Connecticut  06901, in its capacity
as administrative agent pursuant to the Credit Agreement (as hereinafter
defined), as pledgee, assignee and secured party (in such capacities and
together with any successors in such capacities, the Administrative Agent).

R E C I T A L S:

A.
The Pledgors, the Administrative Agent, Wells Fargo Foothill, LLC, as
documentation agent, JPMorgan Chase Bank, N.A. as collateral agent,
co-syndication agent and Issuing Bank, UBS Securities LLC, as co-syndication
agent and arranger, UBS AG, Stamford Branch, as Issuing Bank, UBS Loan Finance
LLC, as Swingline Lender and the lending institutions listed therein (the Lenders)
have, in connection with the execution and delivery of this Agreement, entered
into that certain Amended and Restated Revolving Credit Agreement, dated as of
even date herewith (as amended, amended and restated, supplemented or otherwise
modified from time to time, the Credit Agreement).

B.
Each Guarantor has, pursuant to the Credit Agreement, among other things,
unconditionally guaranteed the obligations of the Borrowers under the Credit
Agreement and the other Loan Documents (as hereinafter defined).

C.
The Borrowers and each Guarantor will receive substantial benefits from the
execution, delivery and performance of the obligations under the Credit
Agreement and the other Loan Documents and each is, therefore, willing to enter
into this Agreement.

D.
It is contemplated that one or more of the Pledgors may enter (or may have
entered) into one or more Lender Hedging Agreements with one or more of the
Lenders or their respective Affiliates.

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E.
Each Pledgor is or, as to Pledged Collateral (as hereinafter defined) acquired
by such Pledgor after the date hereof will be, the legal and/or beneficial
owner of the Pledged Collateral pledged by it hereunder.

F.
This Agreement is given by each Pledgor in favor of the Administrative Agent
for the benefit of the Secured Parties to secure the payment and performance of
all of the Obligations.

G.
It is a condition to the obligations of the Lenders to make the Loans under the
Credit Agreement and a condition to any Lender issuing Letters of Credit under
the Credit Agreement or entering into any Lender Hedging Agreement that each Pledgor
execute and deliver the applicable Loan Documents, including this Agreement
amending and restating that certain Security Agreement executed in connection
with the execution and delivery of the Existing Credit Agreement and dated as
of September 1, 2005 (as such agreement may be further amended, modified or
supplemented from time to time, the Existing Security Agreement).

A G R E E M E N T:

NOW
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Administrative Agent hereby agree as
follows:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section
1.1 Definitions.

| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Unless otherwise defined herein, terms used herein that are defined in the
  UCC shall have the meanings assigned to them in the UCC.                              
| |                                                                                                                                                                          
| | (b)
  Capitalized terms used but not otherwise defined herein that are defined in
  the Credit Agreement shall have the meanings given to them in the Credit
  Agreement.
| |                                                                                                                                                                          
| | (c)
  The following terms shall have the following meanings:                                                                                                             

Acquisition
Document Rights shall mean, with respect to each Pledgor, collectively, all
of such Pledgors rights, title and interest in, to and under the Acquisition
Documents including, without limitation (i) all rights and remedies relating to
monetary damages, including indemnification rights and remedies, and claims for
damages or other relief pursuant to or in respect of the Acquisition Documents,
(ii) all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for monetary damages under or
in respect of the agreements, documents and instruments referred to in the

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Acquisition
Documents or related thereto and (iii) all proceeds, collections, recoveries
and rights of subrogation with respect to the foregoing.

Acquisition
Agreement shall mean the stock purchase agreement, dated as of July 21,
2005 by and between Holdings and Brown-Forman Corporation (as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions thereof and of the Credit Agreement).

Acquisition
Documents shall mean the collective reference to the Acquisition Agreement
together with any and all documents, agreements and other instruments then or
at any time thereafter executed and/or delivered in connection therewith or
related thereto, in each case, as amended, amended and restated, supplemented,
extended, renewed, replaced or otherwise modified from time to time.

Additional
Pledged Interests shall mean, collectively, with respect to each Pledgor,
(i) all options, warrants, rights, agreements, additional membership,
partnership or other equity interests of whatever class of any issuer of
Initial Pledged Interests or any interest in any such issuer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each issuer or under the Operative Agreement of any such issuer,
and the certificates, instruments and agreements representing such membership,
partnership or other interests and any and all interest of such Pledgor in the
entries on the books of any financial intermediary pertaining to such
membership, partnership or other equity interests from time to time acquired by
such Pledgor in any manner and (ii) to the extent required to be pledged by the
terms of the Credit Agreement, all membership, partnership or other equity interests,
as applicable, of each limited liability company, partnership or other entity
(other than a corporation) hereafter acquired or formed by such Pledgor and all
options, warrants, rights, agreements, additional membership, partnership or
other equity interests of whatever class of such limited liability company,
partnership or other entity together with all rights, privileges, authority and
powers of such Pledgor relating to such interests or under the Operative
Agreement of any such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other equity interests and any and
all interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests,
from time to time acquired by such Pledgor in any manner.

Additional
Pledged Shares shall mean, collectively, with respect to each Pledgor,
(i) all options, warrants, rights, agreements, additional shares of
capital stock of whatever class of any issuer of the Initial Pledged Shares or
any other equity interest in any such issuer, together with all rights,
privileges, authority and powers of such Pledgor relating to such interests
issued by any such issuer under the Operative Agreement of any such issuer, and
the certificates, instruments and agreements representing such interests and
any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such interests, from time to time acquired
by such Pledgor in any manner and (ii) to the extent required to be pledged by
the terms of the Credit Agreement, all the issued and outstanding shares of
capital stock of each corporation hereafter acquired or formed by such Pledgor
and all options, warrants, rights, agreements or additional shares of capital
stock of whatever class of such corporation together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or
under the Operative Agreement of such corporation and the certificates,

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instruments
and agreements representing such shares and any and all interest of such
Pledgor in the entries on the books of any financial intermediary pertaining to
such shares, from time to time acquired by such Pledgor in any manner.

Additional
Pledgors shall have the meaning assigned to such term in the Preamble
hereof.

Administrative
Agent shall have the meaning assigned to such term in the Preamble hereof.

Agreement
shall have the meaning assigned to such in the Preamble hereof.

Borrower
and Borrowers each shall have the meaning assigned to such term in the
Preamble hereof.

Claims
shall mean any and all property taxes and other taxes, assessments and special
assessments, levies, fees and all governmental charges imposed upon or assessed
against, and all claims (including, without limitation, landlords, carriers,
mechanics, workmens, repairmens, laborers, materialmens, suppliers and
warehousemens Liens and other claims arising by operation of law) against, all
or any portion of the Pledged Collateral.

Collateral
Account shall mean a collateral account or sub-account established and
maintained by the Administrative Agent (or a Lender that agrees to be an
administrative sub-agent for the Administrative Agent) in its name as
Administrative Agent for the Secured Parties, including, without limitation,
the LC Collateral Account maintained in accordance with the provisions of Section
9.01 of the Credit Agreement, and all funds from time to time on deposit in
the Collateral Account including, without limitation, all Cash Equivalents and
all certificates and instruments from time to time representing or evidencing
such investments; all notes, certificates of deposit, checks and other
instruments from time to time hereafter delivered to or otherwise possessed by
the Administrative Agent for or on behalf of any Pledgor in substitution for,
or in addition to, any or all of the Pledged Collateral; and 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 items constituting Pledged Collateral.

Contracts
shall mean, collectively, with respect to each Pledgor, all sale, service, performance,
equipment or property lease contracts, agreements and grants and all other
contracts, agreements or grants (in each case, whether written or oral, or
third party or intercompany), between such Pledgor and third parties, and all
assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof.

Control
shall mean (i) in the case of each Deposit Account, control, as such
term is defined in Section 9-104 of the UCC, (ii) in the case of any
Security Entitlement, control, as such term is defined in Section 8-106 of
the UCC and (iii) in the case of any Commodity Contract, control, as
such term is defined in Section 9-106 of the UCC.

Control
Agreements shall mean, collectively, the Deposit Account Control
Agreements and the Securities Account Control Agreements.

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Copyrights
shall mean, collectively, with respect to each Pledgor, all copyrights (whether
statutory or common law, whether established or registered in the United States
or any other country or any political subdivision thereof whether registered or
unregistered and whether published or unpublished) and all copyright registrations
and applications made by such Pledgor, in each case, whether now owned or
hereafter created or acquired by or assigned to such Pledgor, including,
without limitation, the copyrights, registrations and applications listed in Schedule
13(b) annexed to the Perfection Certificate, together with any and all
(i) rights and privileges arising under applicable law with respect to
such Pledgors use of such copyrights, (ii) reissues, renewals,
continuations and extensions thereof, (iii) income, fees, royalties, damages,
claims and payments now or hereafter due and/or payable with respect thereto,
including, without limitation, damages and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the
world and (v) rights to sue for past, present or future infringements thereof.

Credit
Agreement shall have the meaning assigned to such term in Recital A
hereof.

Deposit
Account Control Agreement shall mean an agreement substantially in the
form annexed hereto as Exhibit 5-A or Exhibit 5-B.

Deposit
Accounts shall mean, collectively, with respect to each Pledgor, (i) all
deposit accounts as such term is defined in the UCC and in any event shall
include, without limitation, all accounts and sub-accounts relating to any of
the foregoing accounts and (ii) all cash, funds, checks, notes and instruments
from time to time on deposit in any of the accounts or sub-accounts described
in clause (i) of this definition.

Distributions
shall mean, collectively, with respect to each Pledgor, all dividends, cash,
options, warrants, rights, instruments, distributions, returns of capital or
principal, income, interest, profits and other property, interests (debt or
equity) or proceeds, including as a result of a split, revision,
reclassification or other like change of the Pledged Securities, from time to
time received, receivable or otherwise distributed to such Pledgor in respect
of or in exchange for any or all of the Pledged Securities or Pledged Notes.

Existing
Security Agreement shall have the meaning shall have the meaning assigned
to such term in the Recitals hereto.

General
Intangibles shall mean, collectively, with respect to each Pledgor, all
general intangibles, as such term is defined in the UCC, of such Pledgor and,
in any event, shall include, without limitation, (i) all of such Pledgors
rights, title and interest in, to and under all insurance policies and
Contracts, (ii) all know-how and warranties relating to any of the Pledged
Collateral or the Mortgaged Property, (iii) any and all other rights,
claims, choses-in-action and causes of action of such Pledgor against any other
Person and the benefits of any and all collateral or other security given by
any other Person in connection therewith, (iv) all guarantees, endorsements
and indemnifications on, or of, any of the Pledged Collateral or any of the
Mortgaged Property, (v) all lists, books, records, correspondence,
ledgers, print-outs, files (whether in printed form or stored electronically),
tapes and other papers or materials containing information relating to any of
the Pledged Collateral or any of the Mortgaged Property,

5

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including,
without limitation, all customer or tenant lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, appraisals,
recorded knowledge, surveys, studies, engineering reports, test reports,
manuals, standards, processing standards, performance standards, catalogs,
research data, computer and automatic machinery software and programs and the
like, field repair data, accounting information pertaining to such Pledgors
operations or any of the Pledged Collateral or any of the Mortgaged Property
and all media in which or on which any of the information or knowledge or data
or records may be recorded or stored and all computer programs used for the
compilation or printout of such information, knowledge, records or data,
(vi) all licenses, consents, permits, variances, certifications,
authorizations and approvals, however characterized, of any Governmental
Authority (or any Person acting on behalf of a Governmental Authority) now or
hereafter acquired or held by such Pledgor pertaining to operations now or
hereafter conducted by such Pledgor or any of the Pledged Collateral or any of
the Mortgaged Property including, without limitation, building permits,
certificates of occupancy, environmental certificates, industrial permits or
licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims to the extent
the foregoing relate to any Pledged Collateral or Mortgaged Property and claims
for tax or other refunds against any Governmental Authority relating to any
Pledged Collateral or any of the Mortgaged Property.

Goodwill
shall mean, collectively, with respect to each Pledgor, the goodwill connected
with such Pledgors business including, without limitation, (i) all
goodwill connected with the use of and symbolized by any of the Intellectual
Property Collateral in which such Pledgor has any interest, (ii) all
know-how, trade secrets, customer and supplier lists, proprietary information,
inventions, methods, procedures, formulae, descriptions, compositions,
technical data, drawings, specifications, name plates, catalogs, confidential
information and the right to limit the use or disclosure thereof by any Person,
pricing and cost information, business and marketing plans and proposals,
consulting agreements, engineering contracts and such other assets which relate
to such goodwill and (iii) all product lines of such Pledgors business.

Guarantors
shall have the meaning assigned to such term in the Preamble hereof.

Indemnitees
shall have the meaning assigned to such term in Section 11.3(a) hereof.

Initial
Pledged Interests shall mean, with respect to each Pledgor, all membership,
partnership or other equity interests (other than in a corporation), as
applicable, of each issuer owned by such Pledgor as described in Schedule 10
annexed to the Perfection Certificate, together with all rights, privileges,
authority and powers of such Pledgor in and to each such issuer or under the
Operative Agreement of each such issuer, and the certificates, instruments and
agreements representing such membership, partnership or other interests and any
and all interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests.

Initial
Pledged Shares shall mean, collectively, with respect to each Pledgor, the
issued and outstanding shares of capital stock of each issuer owned by such
Pledgor as described in Schedule 10 annexed to the Perfection
Certificate together with all rights, privileges, authority

6

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and powers of
such Pledgor relating to such interests in each such issuer or under the
Operative Agreement of each such issuer, and the certificates, instruments and
agreements representing such shares of capital stock and any and all interest
of such Pledgor in the entries on the books of any financial intermediary
pertaining to the Initial Pledged Shares.

Instruments
shall mean, collectively, with respect to each Pledgor, all instruments, as
such term is defined in Article 9 of the UCC and shall include, without
limitation, all promissory notes, drafts, bills of exchange or acceptances.

Intellectual
Property Collateral shall mean, collectively, the Patents, Trademarks,
Copyrights, Licenses and Goodwill.

Intercompany
Notes shall mean, with respect to each Pledgor, all intercompany notes
described in Schedule 11 annexed to the Perfection Certificate and
each intercompany note hereafter acquired by such Pledgor and all certificates,
instruments or agreements evidencing such intercompany notes, and all
assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

Investment
Property shall mean a security, whether certificated or uncertificated,
security entitlement, securities account, commodity contract or commodity
account, excluding, however, the Securities Collateral.

Joinder
Agreement shall mean an agreement substantially in the form annexed hereto
as Exhibit 3.

Lenders
shall have the meaning assigned to such term in Recital A hereof.

Licenses
shall mean, collectively, with respect to each Pledgor, all license and
distribution agreements with, and covenants not to sue, any other party with
respect to any Patent, Trademark or Copyright or any other patent, trademark or
copyright, whether such Pledgor is a licensor or licensee, distributor or distributee
under any such license or distribution agreement, including, without
limitation, the license and distribution agreements listed in Schedule 13(a)
and 13(b) annexed to the Perfection Certificate, together with any and
all (i) renewals, extensions, supplements and continuations thereof,
(ii) income, fees, royalties, damages, claims and payments now and
hereafter due and/or payable thereunder and with respect thereto including,
without limitation, damages and payments for past, present or future infringements
or violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

Mortgaged
Property shall have the meaning assigned to such term in the Mortgages.

Operative
Agreement shall mean (i) in the case of any limited liability company or
partnership or other non-corporate entity, any membership or partnership
agreement or other organizational agreement or document thereof and (ii) in the
case of any corporation, any charter or certificate of incorporation and
by-laws thereof.

7

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Patents
shall mean, collectively, with respect to each Pledgor, all patents issued or
assigned to and all patent applications and registrations made by such Pledgor
(whether established or registered or recorded in the United States or any
other country or any political subdivision thereof), including, without
limitation, those listed in Schedule 13(a) annexed to the Perfection
Certificate, together with any and all (i) rights and privileges arising
under applicable law with respect to such Pledgors use of any patents, (ii)
inventions and improvements described and claimed therein, (iii) reissues,
divisions, continuations, renewals, extensions and continuations-in-part
thereof, (iv) income, fees, royalties, damages, claims and payments now or
hereafter due and/or payable thereunder and with respect thereto including,
without limitation, damages and payments for past, present or future
infringements thereof, (v) rights corresponding thereto throughout the
world and (vi) rights to sue for past, present or future infringements thereof.

Perfection
Certificate shall mean that certain perfection certificate dated as of the
date hereof, executed and delivered by Borrowers or Guarantors, as applicable,
on behalf of each Pledgor in favor of the Administrative Agent for the benefit
of the Secured Parties, and each other Perfection Certificate (which shall be
in form and substance reasonably acceptable to the Administrative Agent)
executed and delivered by any Additional Pledgor in favor of the Administrative
Agent for the benefit of the Secured Parties contemporaneously with the
execution and delivery of each Joinder Agreement executed in accordance with Section
3.5 hereof, in each case, as the same may be supplemented by each
Perfection Certificate Supplement delivered in accordance with the Credit
Agreement.

Pledge
Amendment shall have the meaning assigned to such term in Section 5.1
hereof.

Pledged
Collateral shall have the meaning assigned to such term in Section 2.1
hereof.

Pledged
Notes shall mean, collectively, the Intercompany Notes and each additional
note or Instrument hereafter acquired by any Pledgor that is required to be
pledged hereunder and all certificates or agreements evidencing such notes or
Instruments, and all assignments, amendments, restatements, supplements,
extensions, renewals, replacements or modifications thereof to the extent
permitted pursuant to the terms hereof.

Pledged
Interests shall mean, collectively, the Initial Pledged Interests and the
Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest possessing
more than 66% of the voting power or control of all classes of interests entitled
to vote of any foreign Subsidiary which is a first-tier controlled foreign
corporation (as defined in Section 957(a) of the Code) to the extent such
pledge would result in an adverse tax consequence to the Pledgor and, in any
event, shall not include the interests of any Subsidiary otherwise required to
be pledged pursuant to this Agreement to the extent that such pledge would
constitute an investment of earnings in United States property under Section
956 (or a successor provision) of the Code, to the extent such pledge would trigger
a material  increase in the gross income
of a United States shareholder of such Subsidiary pursuant to Section 951 (or a
successor provision) of the Code.

8

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Pledged
Securities shall mean, collectively, the Pledged Interests, the Pledged
Shares and the Successor Interests.

Pledged
Shares shall mean, collectively, the Initial Pledged Shares and the Additional
Pledged Shares; provided, however, that Pledged Shares shall not
include shares possessing more than 66% of the voting power of all classes of
capital stock entitled to vote of any Subsidiary which is a first tier
controlled foreign corporation (as defined in Section 957(a) of the Code) to
the extent such pledge would result in an adverse tax consequence to the
Pledgor and, in any event, shall not include the shares of stock of any foreign
Subsidiary otherwise required to be pledged pursuant to this Agreement to the
extent that such pledge would constitute an investment of earnings in United
States property under Section 956 (or a successor provision) of the Code, to
the extent such pledge would trigger a material increase in the gross income of
a United States shareholder of such Subsidiary pursuant to Section 951 (or a
successor provision) of the Code.

Pledgor
shall have the meaning assigned to such term in the Preamble hereof.

Securities
Account Control Agreement shall mean an agreement substantially in the
form annexed hereto as Exhibit 4.

Securities
Collateral shall mean, collectively, the Pledged Securities, the Pledged
Notes and the Distributions.

Successor
Interests shall mean, collectively, with respect to each Pledgor, all
shares of each class of the capital stock of the successor corporation or
interests or certificates of the successor limited liability company,
partnership or other entity owned by such Pledgor (unless such successor is
such Pledgor itself) formed by or resulting from any consolidation or merger in
which any issuer of Pledged Interests or Pledged Shares is not the surviving
entity; provided, however, that Successor Interest shall not
include shares or interests possessing more than 66% of the voting power or
control of all classes of capital stock or interests entitled to vote of any
Subsidiary which is a first-tier controlled foreign corporation (as defined in
Section 957(a) of the Code) to the extent such pledge would result in an
adverse tax consequence to the Pledgor and, in any event, shall not include
shares of stock or interests of any foreign Subsidiary otherwise required to be
pledged pursuant to this Agreement to the extent that such pledge would
constitute an investment of earnings in United States property under Section
956 (or a successor provision) of the Code, to the extent such pledge would
trigger a material increase in the gross income of a United States shareholder
of such Pledgor pursuant to Section 951 (or a successor provision) of the Code.

Term
Loan Administrative Agent shall mean the Administrative Agent under the
Term Loan Agreement.

Trademarks
shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, certification marks, trade dress,
uniform resource locations (URLs), domain names, corporate names and trade
names, whether registered or unregistered, owned by or assigned to such Pledgor
and all registrations and applications for the foregoing (whether statutory or
common law and whether established or registered in the

9

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United States
or any other country or any political subdivision thereof), including, without
limitation, the registrations and applications listed in Schedule 13(a)
annexed to the Perfection Certificate, together with any and all
(i) rights and privileges arising under applicable law with respect to
such Pledgors use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof, (iii) income, fees, royalties, damages
and payments now and hereafter due and/or payable thereunder and with respect
thereto, including, without limitation, damages, claims and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present and future infringements
thereof.

UCC
shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Administrative Agents and the Secured Parties security
interest in any item or portion of the Pledged Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the term UCC shall mean the Uniform Commercial Code as in effect on
the date hereof in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of
definitions relating to such provisions.

Section
1.2 Interpretation. The rules of interpretation specified in the Credit
Agreement shall be applicable to this Agreement.  If any conflict or inconsistency exists between this Agreement
and the Credit Agreement, the Credit Agreement shall govern.

Section
1.3 Resolution of Drafting Ambiguities. Each Pledgor acknowledges and
agrees that it was represented by counsel in connection with the execution and
delivery hereof, that it and its counsel reviewed and participated in the
preparation and negotiation hereof and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party (i.e.,
the Administrative Agent) shall not be employed in the interpretation hereof.

Section
1.4 Perfection Certificate. The Administrative Agent and each Secured
Party agree that the Perfection Certificate and all descriptions of Pledged
Collateral, schedules, amendments and supplements thereto are and shall at all
times remain a part of this Agreement.

ARTICLE II.

GRANT OF SECURITY AND SECURED OBLIGATIONS

Section
2.1 Pledge. As collateral security for the payment and performance in
full of all the Obligations, each Pledgor hereby pledges and grants to the
Administrative Agent for its benefit and for the benefit of the Secured
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under all personal property and interests
in personal property, wherever located, whether now existing or hereafter
arising or acquired from time to time (collectively, the Pledged Collateral),
including, without limitation:

(i)
all Accounts;

(ii)
all Equipment, Goods, Inventory and Fixtures;

10

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| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)  | all Documents, Instruments and Chattel Paper;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)   | all Letters of Credit and Letter-of-Credit Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)    | all Securities Collateral;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vi)   | all Collateral Accounts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vii)  | all Investment Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (viii) | all Intellectual Property Collateral;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ix)   | the Commercial Tort Claims described on Schedule 14 to the Perfection Certificate;                                                                                                                                                                                                                                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (x)    | all General Intangibles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xi)   | all Deposit Accounts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xii)  | all Acquisition Documents and Acquisition Document Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xiii) | all Supporting Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xiv)  | all books and records relating to the Pledged  Collateral; and                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xv)   | to the extent not covered by clauses (i) through (xiv) of this sentence, all
  other personal property of such Pledgor, whether tangible or intangible and
  all Proceeds and products of each of the foregoing and all accessions to,
  substitutions and replacements for, and rents, profits and products of, each
  of the foregoing, any and all proceeds of any insurance, indemnity, warranty
  or guaranty payable to such Pledgor from time to time with respect to any of
  the foregoing.

Notwithstanding
anything to the contrary contained in clauses (i) through (xv) above, the
security interest created by this Agreement shall not extend to, and the term
Pledged Collateral shall not include, (A) any License to which any Pledgor is
a party to the extent, and solely to the extent, and for so long as, and solely
for so long as, the terms of such License or any Requirement of Law applicable
thereto validly prohibit the creation by such Pledgor of a security interest in
such License in favor of the Administrative Agent, after giving effect to Sections 9-406(d),
9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions)
or any other applicable law or principles of equity; provided, however,
that Proceeds of any License described in this sentence shall not be excluded
from Pledged Collateral; and (B) certain Inventory to the extent, and solely
to the extent, that such Inventory bears a trademark subject to a license
agreement listed on Annex A hereto that prohibits the granting of a Lien on any
Inventory bearing such trademark unless the licensor under the applicable license
agreement shall have consented in writing to the granting of a Lien on such
Inventory hereunder.

11

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Section
2.2 Secured Obligations.This Agreement secures, and the Pledged
Collateral is collateral security for, the payment and performance in full when
due of the Obligations.

Section
2.3 Security Interest. (a)  Each Pledgor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to
authenticate and file in any relevant jurisdiction any initial financing
statements (including fixture filings) and amendments thereto that contain the
information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment
relating to the Pledged Collateral, including, without limitation, (i) whether
such Pledgor is an organization, the type of organization and any organizational
identification number issued to such Pledgor, (ii) any financing or
continuation statements or other documents without the signature of such
Pledgor where permitted by law, including, without limitation, the filing of a
financing statement describing the Pledged Collateral as all assets or all
assets in which the Pledgor now owns or hereafter acquires rights or words to
that effect and (iii) in the case of a financing statement filed as a fixture
filing or covering Pledged Collateral constituting minerals or the like to be
extracted or timber to be cut, a sufficient description of the real property to
which such Pledged Collateral relates.
Each Pledgor agrees to provide all information described in the
immediately preceding sentence to the Administrative Agent promptly upon request.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Each Pledgor hereby ratifies its authorization for the Administrative Agent
  to file in any relevant jurisdiction any initial financing statements or
  amendments thereto relating to the Pledged Collateral if filed prior to the
  date hereof.                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)
  Each Pledgor hereby further authorizes the Administrative Agent to file
  filings with the United States Patent and Trademark Office and United States
  Copyright Office (or any successor office or any similar office in any other
  country) or other documents for the purpose of perfecting, confirming,
  continuing, enforcing or protecting the security interest granted by such
  Pledgor hereunder, without the signature of such Pledgor, and naming such
  Pledgor, as debtor, and the Administrative Agent, as secured party.

ARTICLE III.

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

Section
3.1 Delivery of Certificated Securities Collateral. Each Pledgor
represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been or contemporaneously herewith will be delivered to the
Administrative Agent in suitable form for transfer by delivery or accompanied
by duly executed instruments of transfer or assignment in blank and that the
Administrative Agent has or contemporaneously herewith shall have a perfected
first priority security interest therein.
Each Pledgor hereby agrees that all certificates, agreements or
instruments representing or evidencing Securities Collateral acquired by such
Pledgor after the date hereof, shall, within the time periods required by the
Credit Agreement, be delivered to and held by or on behalf of the
Administrative Agent pursuant hereto.
All

12

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certificated
Securities Collateral 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 reasonably satisfactory to the Administrative
Agent.  The Administrative Agent shall
have the right, at any time upon the occurrence and during the continuance of
any Event of Default, to endorse, assign or otherwise transfer to or to
register in the name of the Administrative Agent or any of its nominees or
endorse for negotiation any or all of the Securities Collateral, without any
indication that such Securities Collateral is subject to the security interest
hereunder.  In addition, the
Administrative Agent shall have the right at any time to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or
larger denominations.

Section
3.2 Perfection of Uncertificated Securities Collateral. Each Pledgor represents
and warrants that the Administrative Agent has a perfected first priority
security interest in all uncertificated Pledged Securities pledged by it
hereunder that are in existence on the date hereof and that the applicable
partnership agreement, operating agreement or other organizational documents do
not require the consent of the other shareholders, members, partners or other
Person to permit the Administrative Agent or its designee to be substituted for
the applicable Pledgor as a shareholder, member, partner or other equity owner,
as applicable, thereto.  Each Pledgor
hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law, cause such pledge to be recorded on the
equityholder register or the books of the issuer, cause the issuer to execute
and deliver to the Administrative Agent an acknowledgment of the pledge of such
Pledged Securities substantially in the form of Exhibit 1 annexed
hereto, execute customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Administrative Agent the right to transfer
such Pledged Securities under the terms hereof and provide to the
Administrative Agent an opinion of counsel, in form and substance satisfactory
to the Administrative Agent, confirming such pledge and perfection thereof.

Section
3.3 Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that the only filings,
registrations and recordings necessary and appropriate to create, preserve,
protect, publish notice of and perfect the security interest granted by each
Pledgor to the Administrative Agent (for the benefit of the Secured Parties)
pursuant to this Agreement in respect of the Pledged Collateral are listed in Schedule
5 annexed to the Perfection Certificate.
Each Pledgor represents and warrants that all such filings,
registrations and recordings have been delivered to the Administrative Agent in
completed and, to the extent necessary or appropriate, duly executed form for
filing in each governmental, municipal or other office specified in Schedule
6 annexed to the Perfection Certificate and either have been filed prior to
the date hereof or shall be filed, registered and recorded immediately after
the date thereof.  Each Pledgor agrees
that at the sole cost and expense of the Pledgors, (i) such Pledgor will
maintain the security interest created by this Agreement in the Pledged
Collateral as a perfected first priority security interest and shall defend
such security interest against the claims and demands of all Persons, provided,
however, that, prior to the payment in full of the Term Loan
Indebtedness and the termination of the Term Loan Documents, the security
interest created by this Agreement in that portion of the Pledged Collateral
constituting Term Loan Priority Collateral shall be maintained as a perfected
second priority security interest junior to the security interest of the Term
Loan Administrative Agent,

13

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(ii) such
Pledgor shall furnish to the Administrative Agent from time to time statements
and schedules further identifying and describing the Pledged Collateral and
such other reports in connection with the Pledged Collateral as the
Administrative Agent may deem reasonably necessary, all in reasonable detail
and (iii) at any time and from time to time, upon the written request of
the Administrative Agent, such Pledgor shall promptly and duly execute and
deliver, and file and have recorded, such further instruments and documents and
take such further action as the Administrative Agent may deem reasonably
necessary for the purpose of obtaining or preserving the full benefits of this
Agreement and the rights and powers herein granted, including the filing of any
financing statements, continuation statements and other documents (including
the Agreement) under the Uniform Commercial Code (or other similar laws) in
effect in any jurisdiction with respect to the security interest created hereby
and the execution and delivery of Control Agreements, all in form reasonably
satisfactory to the Administrative Agent and in such offices (including,
without limitation, the United States Patent and Trademark Office) wherever
required by law to perfect, continue and maintain a valid, enforceable, first
priority security interest in the Pledged Collateral, as provided herein, and
to preserve the other rights and interests granted to the Administrative Agent
hereunder, as against third parties, with respect to the Pledged Collateral; provided,
however, that, prior to the payment in full of the Term Loan
Indebtedness and the termination of the Term Loan Documents, the security
interest created by this Agreement in that portion of the Pledged Collateral
constituting Term Loan Priority Collateral shall be maintained as a perfected
second priority security interest junior to the security interest of the Term
Loan Administrative Agent.  Each Pledgor
hereby authorizes the Administrative Agent to file any such financing or
continuation statement or other document without the signature of such Pledgor
where permitted by law, including, without limitation, the filing of a
financing statement describing the Pledged Collateral as all assets or all
assets in which the Pledgor now owns or hereafter acquires rights or words to
that effect.

Section
3.4 Other Actions. In order to further insure the attachment, perfection
and priority of, and the ability of the Administrative Agent to enforce, the
Administrative Agents security interest in the Pledged Collateral, each
Pledgor represents, warrants and agrees, in each case at such Pledgors own
expense, with respect to the following Pledged Collateral that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Instruments and Tangible Chattel Paper.  As of the date hereof (i) no amount individually or in the
  aggregate in excess of $100,000 payable under or in connection with any of
  the Pledged Collateral is evidenced by any Instrument or Tangible Chattel
  Paper other than such Instruments and Tangible Chattel Paper listed in Schedule
  11 annexed to the Perfection Certificate and (ii) each Instrument
  and each item of Tangible Chattel Paper listed in Schedule 11 annexed
  to the Perfection Certificate has been properly endorsed, assigned and
  delivered to the Administrative Agent, accompanied by instruments of transfer
  or assignment duly executed in blank.
  If any amount individually or in the aggregate in excess of $100,000
  payable under or in connection with any of the Pledged Collateral shall be
  evidenced by any Instrument or Tangible Chattel Paper, the Pledgor acquiring
  such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and
  deliver the same to the Administrative Agent, accompanied by such instruments
  of transfer or assignment duly executed in blank as the Administrative Agent
  may from time to time specify.

14

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)
  Deposit Accounts.  As of the
  date hereof (i) it does not maintain any Deposit Accounts other than the
  accounts listed in Schedule 15 annexed to the Perfection Certificate
  and (ii) to the extent required by the Credit Agreement, the
  Administrative Agent, upon execution and delivery of a Deposit Account
  Control Agreement by the Pledgor of the Deposit Account and the financial
  institution holding such Deposit Account, will have a perfected first
  priority security interest in each Deposit Account listed in Schedule 15
  annexed to the Perfection Certificate by Control.  No Pledgor shall hereafter establish and maintain any Deposit
  Account unless (1) the applicable Pledgor shall have given the
  Administrative Agent 30 days prior written notice of its intention to
  establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably
  acceptable to the Administrative Agent and (3) to the extent required by the
  Credit Agreement, such Bank and such Pledgor shall have duly executed and
  delivered to the Administrative Agent a Deposit Account Control Agreement
  with respect to such Deposit Account substantially in the form of Exhibit 5-A
  or Exhibit 5-B annexed hereto or such other form acceptable to
  the Administrative Agent.  No Pledgor
  shall grant Control of any Deposit Account to any Person other than the
  Administrative Agent.  With respect to
  any Deposit Account for which the applicable Deposit Account Control
  Agreement provides that the depository institution may accept instructions
  from the applicable Pledgor unless and until the Administrative Agent
  otherwise notifies the depository institution, the Administrative Agent
  agrees that it shall deliver such notice only if a Default or Event of
  Default has occurred and is continuing and that it shall not give any
  instructions directing the disposition of funds from time to time credited to
  any such Deposit Account unless a Default or Event of Default has occurred
  and is continuing.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c)
  Investment Property.  (i)  As of the date hereof
  (1) it has no Securities Accounts or Commodity Accounts other than those
  listed in Schedule 15 annexed to the Perfection Certificate and the
  Administrative Agent has a perfected first priority security interest in such
  Securities Accounts and Commodity Accounts by Control, (2) it does not
  hold, own or have any interest in any certificated securities or
  uncertificated securities other than those constituting Pledged Securities and
  those maintained in Securities Accounts or Commodity Accounts listed in Schedule
  15 annexed to the Perfection Certificate and (3) it has entered into a
  duly authorized, executed and delivered Securities Account Control Agreement,
  substantially in the form of Exhibit 4 annexed hereto with respect
  to each Securities Account listed in Schedule 15 annexed to the
  Perfection Certificate, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (i)
  If any Pledgor shall at any time hold or acquire any certificated securities
  constituting Investment Property, other than any securities of Foreign
  Subsidiaries not required to be pledged hereunder, such Pledgor shall (a)
  within the time periods required by the Credit Agreement, endorse, assign and
  deliver the same to the Administrative Agent, accompanied by such instruments
  of transfer or assignment duly executed in blank, all in form and substance
  reasonably satisfactory to the Administrative Agent or (b) deliver such
  securities into a Securities Account with respect to which a Securities
  Account Control Agreement is in effect in favor of the Administrative
  Agent.  If any securities now or
  hereafter acquired by any Pledgor constituting Investment Property, other
  than any securities of Foreign Subsidiaries not required to be pledged                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

15

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | hereunder,
  are uncertificated and are issued to such Pledgor or its nominee directly by
  the issuer thereof, such Pledgor shall, within the time periods required by
  the Credit Agreement, notify the Administrative Agent thereof and pursuant to
  an agreement in form and substance satisfactory to the Administrative Agent,
  either (a) cause the issuer to agree to comply with instructions from the
  Administrative Agent as to such securities, without further consent of any
  Pledgor or such nominee, (b) cause a Security Entitlement with respect to
  such uncertificated security to be held in a Securities Account with respect
  to which the Administrative Agent has Control or (c) arrange for the
  Administrative Agent to become the registered owner of the securities.  Pledgor shall not hereafter establish and
  maintain any Securities Account or Commodity Account with any Securities
  Intermediary or Commodity Intermediary unless (1) the applicable Pledgor
  shall have given the Administrative Agent 30 days prior written notice of
  its intention to establish such new Securities Account or Commodity Account
  with such Securities Intermediary or Commodity Intermediary, (2) such
  Securities Intermediary or Commodity Intermediary shall be reasonably
  acceptable to the Administrative Agent and (3) such Securities Intermediary
  or Commodity Intermediary, as the case may be, and such Pledgor shall have
  duly executed and delivered a Control Agreement with respect to such
  Securities Account or Commodity Account, as the case may be.  Each Pledgor shall accept any cash and
  Investment Property which are proceeds of the Pledged Interests in trust for
  the benefit of the Administrative Agent and, within the time periods required
  by the Credit Agreement, deposit any cash or Investment Property and any new
  securities, instruments, documents or other property by reason of ownership
  of the Investment Property received by it into an account in which the
  Administrative Agent has Control.  The
  Administrative Agent agrees with each Pledgor that the Administrative Agent
  shall not give any entitlement orders or instructions or directions to any
  issuer of uncertificated securities, Securities Intermediary or Commodity
  Intermediary, and shall not withhold its consent to the exercise of any
  withdrawal or dealing rights by such Pledgor, unless an Event of Default has
  occurred and is continuing, or, after giving effect to any such investment
  and withdrawal rights, would occur.
  The provisions of this Section 3.4(c) shall not apply to any
  Financial Assets credited to a Securities Account for which the
  Administrative Agent is the Securities Intermediary.  No Pledgor shall grant control over any
  Investment Property to any Person other than the Administrative Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)
  As between the Administrative Agent and the Pledgors, the Pledgors shall bear
  the investment risk with respect to the Investment Property and Pledged Securities,
  and the risk of loss of, damage to, or the destruction of the Investment
  Property and Pledged Securities, whether in the possession of, or maintained
  as a security entitlement or deposit by, or subject to the control of, the
  Administrative Agent, a Securities Intermediary, Commodity Intermediary, any
  Pledgor or any other Person; provided, however, that nothing
  contained in this Section 3.4(c) shall release or relieve any
  Securities Intermediary or Commodity Intermediary of its duties and
  obligations to the Pledgors or any other Person under any Control Agreement
  or under applicable law.  Subject to Section
  4.12, each Pledgor shall promptly pay all Claims and fees of whatever
  kind or nature with respect to the Investment Property and Pledged Securities
  pledged by it under this Agreement.
  In the event any Pledgor shall fail to make such payment contemplated
  in the immediately preceding sentence, the Administrative Agent may do so for
  the account of such Pledgor and the Pledgors shall promptly reimburse and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

16

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | indemnify
  the Administrative Agent for all costs and expenses incurred by the
  Administrative Agent under this Section 3.4(c) in accordance with
  Section 11.3 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d)
  Electronic Chattel Paper and Transferable Records.  As of the date hereof no amount
  individually or in the aggregate in excess of $100,000 payable under or in
  connection with any of the Pledged Collateral is evidenced by any Electronic
  Chattel Paper or any transferable record, as that term is defined in
  Section 201 of the Federal Electronic Signatures in Global and National
  Commerce Act, or in Section 16 of the Uniform Electronic Transactions
  Act as in effect in any relevant jurisdiction other than such Electronic
  Chattel Paper and transferable records listed in Schedule 11 annexed to the
  Perfection Certificate.  If any amount
  individually or in the aggregate in excess of $100,000 payable under or in
  connection with any of the Pledged Collateral shall be evidenced by any
  Electronic Chattel Paper or any transferable record, the Pledgor acquiring
  such Electronic Chattel Paper or transferable record shall promptly notify
  the Administrative Agent thereof and shall take such action as the
  Administrative Agent may reasonably request to vest in the Administrative
  Agent control under UCC Section 9-105 of such Electronic Chattel Paper
  or control under Section 201 of the Federal Electronic Signatures in Global
  and National Commerce Act or, as the case may be, Section 16 of the
  Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of
  such transferable record.  The
  Administrative Agent agrees with such Pledgor that the Administrative Agent
  will arrange, pursuant to procedures satisfactory to the Administrative Agent
  and so long as such procedures will not result in the Administrative Agents
  loss of control, for the Pledgor to make alterations to the Electronic Chattel
  Paper or transferable record permitted under UCC Section 9-105 or, as
  the case may be, Section 201 of the Federal Electronic Signatures in Global
  and National Commerce Act of Section 16 of the Uniform Electronic
  Transactions Act for a party in control to allow without loss of control,
  unless an Event of Default has occurred and is continuing or would occur
  after taking into account any action by such Pledgor with respect to such
  Electronic Chattel Paper or transferable record.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)
  Letter-of-Credit Rights.  If
  such Pledgor is at any time a beneficiary under a Letter of Credit now or
  hereafter issued in favor of such Pledgor, other than a Letter of Credit
  issued pursuant to the Credit Agreement, in an amount individually or in the
  aggregate in excess of $100,000, such Pledgor shall promptly notify the
  Administrative Agent thereof and such Pledgor shall, pursuant to an agreement
  in form and substance satisfactory to the Administrative Agent, either (i)
  arrange for the issuer and any confirmer of such Letter of Credit to consent
  to an assignment to the Administrative Agent of the proceeds of any drawing
  under the Letter of Credit or (ii) arrange for the Administrative Agent to
  become the transferee beneficiary of such Letter of Credit, with the
  Administrative Agent agreeing, in each case, that the proceeds of any drawing
  under the Letter of Credit are to be applied as provided in the Credit
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)
  Commercial Tort Claims.  As of
  the date hereof it holds no Commercial Tort Claims other than those listed in
  Schedule 14 annexed to the Perfection Certificate.  If any Pledgor shall at any time hold or
  acquire a Commercial Tort Claim having a value individually or in the aggregate
  in excess of $100,000, such Pledgor shall immediately notify the
  Administrative Agent in writing signed by such Pledgor of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

17

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | brief
  details thereof and grant to the Administrative Agent in such writing a
  security interest therein and in the Proceeds thereof, all upon the terms of
  this Agreement, with such writing to be in form and substance satisfactory to
  the Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g)
  Landlord Lien Waivers/Bailee Letters/Processor Agreements.  To the extent required under the Credit
  Agreement, such Pledgor shall obtain a waiver of bailees, landlords or
  other applicable possessory lien and obtain a bailee letter, landlord lien
  waiver or processor agreement, as applicable and in form and substance
  reasonably satisfactory to the Administrative Agent, from each bailee,
  landlord and third party processor who from time to time has possession of
  Pledged Collateral or who leases or sub-leases premises to such Pledgor at
  which Pledged Collateral is located; provided, that, to the extent
  that any waivers, bailee letters, landlord lien waivers and processor
  agreements required to be obtained under this Section 3.4(g) have not
  been obtained, the Administrative Agent shall have the right to establish an
  appropriate Reserve as determined in its discretion.

Section
3.5 Joinder of Additional Pledgors. The Pledgors shall cause each Subsidiary
of the Borrowers which, from time to time, after the date hereof shall be
required to pledge any assets to the Administrative Agent for the benefit of
the Secured Parties pursuant to the provisions of the Credit Agreement, to
execute and deliver to the Administrative Agent (i) a Joinder Agreement
substantially in the form of Exhibit 3 annexed hereto within five
(5) Business Days on which it was acquired or created and (ii) a Perfection
Certificate, in each case, within five (5) Business Days of the date on which
it was acquired or created and, upon such execution and delivery, such
Subsidiary shall constitute a Borrower or Guarantor, as applicable, and a
Pledgor for all purposes hereunder with the same force and effect as if
originally named as a Borrower or Guarantor, as applicable, and Pledgor
herein.  The execution and delivery of
such Joinder Agreement shall not require the consent of any Pledgor hereunder.  The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Borrower, Guarantor and Pledgor as a party to this Agreement.

Section
3.6 Supplements; Further Assurances. Each Pledgor shall take such further
actions, and execute and deliver to the Administrative Agent such additional
assignments, agreements, supplements, powers and instruments, as the
Administrative Agent may in its reasonable judgment deem necessary or
appropriate, wherever required by law, in order to perfect, preserve and
protect the security interest in the Pledged Collateral as provided herein and
the rights and interests granted to the Administrative Agent hereunder, to
carry into effect the purposes hereof or better to assure and confirm unto the
Administrative Agent or permit the Administrative Agent to exercise and enforce
its rights, powers and remedies hereunder with respect to any Pledged Collateral.  Without limiting the generality of the
foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or
refile and/or deliver to the Administrative Agent from time to time upon
reasonable request such lists, descriptions and designations of the Pledged
Collateral, copies of warehouse receipts, receipts in the nature of warehouse
receipts, bills of lading, documents of title, vouchers, invoices, schedules,
confirmatory assignments, supplements, additional security agreements,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or instruments.  If an Event of Default has occurred and is
continuing, the Administrative Agent may institute and maintain, in its own
name or in the name of any Pledgor, such suits and proceedings as the

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Administrative
Agent may be advised by counsel shall be necessary or expedient to prevent any
impairment of the security interest in or the perfection thereof in the Pledged
Collateral.  All of the foregoing shall
be at the sole cost and expense of the Pledgors.  The Pledgors and the Administrative Agent acknowledge that this
Agreement is intended to grant to the Administrative Agent for the benefit of
the Secured Parties a security interest in and Lien upon the Pledged Collateral
and shall not constitute or create a present assignment of any of the Pledged
Collateral.

ARTICLE IV.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each
Pledgor represents, warrants and covenants as follows:

Section
4.1 Title. No financing statement or other public notice with respect to
all or any part of the Pledged Collateral is on file or of record in any public
office, except such as have been filed in favor of the Administrative Agent
pursuant to this Agreement or as are permitted by the Credit Agreement.  No Person other than the Administrative
Agent has control or possession of all or any part of the Pledged Collateral,
except as permitted by the Credit Agreement.

Section
4.2 Limitation on Liens; Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor is as of the date hereof, and, as to Pledged
Collateral acquired by it from time to time after the date hereof, such Pledgor
will be, the sole direct and beneficial owner of all Pledged Collateral pledged
by it hereunder free from any Lien or other right, title or interest of any
Person other than the Permitted Liens.
Each Pledgor shall, at its own cost and expense, defend title to the
Pledged Collateral pledged by it hereunder and the security interest therein
and Lien thereon granted to the Administrative Agent and the priority thereof
against all claims and demands of all Persons, at its own cost and expense, at
any time claiming any interest therein adverse to the Administrative Agent or
any other Secured Party other than Permitted Liens.  There is no agreement, and no Pledgor shall enter into any
agreement or take any other action, that would restrict the transferability of
any of the Pledged Collateral or otherwise impair or conflict with such
Pledgors obligations or the rights of the Administrative Agent hereunder.

Section
4.3 Chief Executive Office; Change of Name; Jurisdiction of Organization. (a)  The
exact legal name, type of organization, jurisdiction of organization, Federal
Taxpayer Identification Number, organizational identification number (if any)
and chief executive office of such Pledgor is indicated set forth in Schedules
1(a) and 2(a) annexed to the Perfection Certificate.  Such Pledgor shall not change (i) its
corporate name, (ii) the location of its chief executive office, its principal
place of business, any office in which it maintains books or records relating
to Pledged Collateral owned by it or any office or facility at which Pledged
Collateral owned by it is located (including the establishment of any such new
office or facility), (iii) its identity or type of organization or corporate
structure, (iv) its Federal Taxpayer Identification Number or
organizational identification number or (v) its jurisdiction of organization
(in each case, including, without limitation, by merging with or into any other
entity, reorganizing, dissolving, liquidating, reincorporating or incorporating
in any other jurisdiction), except in accordance with Section 5.13 of the Credit
Agreement.  Each Pledgor

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agrees to
promptly provide the Administrative Agent with certified organizational
documents reflecting any of the changes described in the preceding sentence.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  To the extent that UCC financing statements of the Pledgors need to be
  amended as a result of any of the changes described in Section 4.3(a),
  if any Pledgor fails to provide information to the Administrative Agent about
  such changes on a timely basis, the Administrative Agent shall not be liable
  or responsible to any party for any failure to maintain a perfected security
  interest in such Pledgors property constituting Pledged Collateral, for
  which the Administrative Agent needed to have information relating to such
  changes.  The Administrative Agent
  shall have no duty to inquire about such changes if any Pledgor does not
  inform the Administrative Agent of such changes, the parties acknowledging
  and agreeing that it would not be feasible or practical for the
  Administrative Agent to search for information on such changes if such information
  is not provided by any Pledgor.

Section
4.4 Location of Collateral. All Collateral of such Pledgor is located at
the locations listed in Schedules 2(a) through 2(e) annexed to
the Perfection Certificate.  Except as
expressly permitted herein or in the Credit Agreement, such Pledgor shall not
move any Collateral to any location other than one within the continental
United States that is listed in such Schedules of the Perfection Certificate
unless and until (i) it shall have given the Administrative Agent not less than
30 days prior written notice (in the form of an officers certificate) of its
intention so to do, clearly describing such new location within the continental
United States and providing such other information in connection therewith as
the Administrative Agent may request and (ii) with respect to such new
location, such Pledgor shall have taken all action reasonably satisfactory to
the Administrative Agent to maintain the perfection and priority of the
security interest of the Administrative Agent for the benefit of the Secured
Parties in the Pledged Collateral intended to be granted hereby, including,
without limitation, complying with the provisions of Section 3.4(g) to
obtain a waiver of any bailees, landlords or other applicable possessory lien
and obtain a bailee letter, landlord lien waiver or processor agreement, as
applicable.

Section
4.5 Condition and Maintenance of Equipment. The Equipment of such Pledgor
is in good repair, working order and condition, reasonable wear and tear
excepted.  Each Pledgor shall cause the
Equipment to be maintained and preserved in good repair, working order and
condition, reasonable wear and tear excepted, and shall as quickly as
commercially practicable make or cause to be made all repairs, replacements and
other improvements which are necessary or appropriate in the conduct of such
Pledgors business.

Section
4.6 Corporate Names; Prior Transactions. Such Pledgor has not, during the
past five years, been known by or used any other corporate or fictitious name
or been a party to any merger or consolidation, or acquired all or
substantially all of the assets of any Person, or acquired any of its property
or assets out of the ordinary course of business, except as set forth in Schedules
1(b), 1(c) and 3 annexed to the Perfection Certificate.

Section
4.7 Due Authorization and Issuance. All of the Initial Pledged Shares
have been, and to the extent any Pledged Shares are hereafter issued, such
shares will be, upon such issuance, duly authorized, validly issued and fully
paid and non-assessable.  All of the

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Initial
Pledged Interests have been fully paid for, and there is no amount or other
obligation owing by any Pledgor to any issuer of the Initial Pledged Interests
in exchange for or in connection with the issuance of the Initial Pledged Interests
or any Pledgors status as a partner or a member of any issuer of the Initial
Pledged Interests.

Section
4.8 No Claims. Such Pledgor owns or has rights to use all of the Pledged
Collateral pledged by it hereunder and all rights with respect to any of the
foregoing used in, necessary for or material to such Pledgors business as
currently conducted.  The use by such
Pledgor of such Pledged Collateral and all such rights with respect to the
foregoing do not infringe on the rights of any Person other than such
infringement which would not, individually or in the aggregate, result in a
Material Adverse Effect.  No claim has
been made and remains outstanding that such Pledgors use of any Pledged
Collateral does or may violate the rights of any third Person that would individually,
or in the aggregate, have a Material Adverse Effect.

Section
4.9 No Conflicts, Consents, etc. Other than the filing, registrations and
recordings described in Section 3.3, no consent of any party (including,
without limitation, equity holders or creditors of such Pledgor) and no consent,
authorization, approval, license or other action by, and no notice to or filing
with, any Governmental Authority or regulatory body or other Person is required
(A) for the pledge by such Pledgor of the Pledged Collateral pledged by it
pursuant to this Agreement or for the execution, delivery or performance hereof
by such Pledgor, (B) for the exercise by the Administrative Agent of the
voting or other rights provided for in this Agreement or (C) for the exercise
by the Administrative Agent of the remedies in respect of the Pledged
Collateral pursuant to this Agreement.
In the event that the Administrative Agent desires to exercise any remedies,
voting or consensual rights or attorney-in-fact powers set forth in this
Agreement and determines it necessary to obtain any approvals or consents of
any Governmental Authority or any other Person therefor, then, upon the
reasonable request of the Administrative Agent, such Pledgor agrees to use its
best efforts to assist and aid the Administrative Agent to obtain as soon as
practicable any necessary approvals or consents for the exercise of any such
remedies, rights and powers.

Section
4.10 Pledged Collateral. All information set forth herein and all
information contained in any documents, schedules and lists heretofore
delivered to any Secured Party in connection with this Agreement, in each case,
relating to the Pledged Collateral (including all information set forth on the
schedules annexed to the Perfection Certificate), is accurate and complete in
all material respects.  Pledgors shall
deliver to the Administrative Agent a Perfection Certificate Supplement on an
annual basis as required under the Credit Agreement.

Section
4.11 Insurance. In the event that the proceeds of any insurance claim are
paid after the Administrative Agent has exercised its right to foreclose after
an Event of Default such Net Cash Proceeds shall be paid to the Administrative
Agent to be applied in accordance with the provisions of Section 9.02 of the Credit
Agreement.  The Administrative Agent
shall retain its interest in the insurance policies required to be maintained
pursuant to the Credit Agreement during any redemption period.

Section
4.12 Payment of Taxes; Compliance with Laws; Contested Liens; Claims.
Each Pledgor represents and warrants that all Claims imposed upon or assessed
against

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the Pledged
Collateral have been paid and discharged except to the extent such Claims are
permitted to exist or be contested under the Credit Agreement.  Each Pledgor shall comply with all
Requirements of Law applicable to the Pledged Collateral the failure with which
to comply would, individually or in the aggregate, have a Material Adverse
Effect.  Each Pledgor may at its own
expense contest the validity, amount or applicability of any Claims so long as
the contest thereof shall be conducted in accordance with, and permitted
pursuant to the provisions of, the Credit Agreement.  Notwithstanding the foregoing provisions of this Section 4.12,
no contest of any such obligation may be pursued by such Pledgor if such
contest would expose the Administrative Agent or any other Secured Party to
(i) any possible criminal liability or (ii) any additional civil
liability for failure to comply with such obligations unless such Pledgor shall
have furnished a bond or other security therefor satisfactory to the
Administrative Agent, or such Secured Party, as the case may be.

Section
4.13 Access to Pledged Collateral, Books and Records; Other Information. Upon
reasonable prior notice to each Pledgor, the Administrative Agent, its agents,
accountants and attorneys shall have full and free access to visit and inspect,
as applicable, during normal business hours and such other reasonable times as
may be requested by the Administrative Agent, all of the Pledged Collateral and
Mortgaged Property including, without limitation, all of the books,
correspondence and records of such Pledgor relating thereto.  The Administrative Agent and its representatives
may examine the same, take extracts therefrom and make photocopies thereof, and
such Pledgor agrees to render to the Administrative Agent, at such Pledgors
cost and expense, such clerical and other assistance as may be reasonably
requested by the Administrative Agent with regard thereto.  Such Pledgor shall, at any and all times,
within a reasonable time after written request by the Administrative Agent,
furnish or cause to be furnished to the Administrative Agent, in such manner
and in such detail as may be reasonably requested by the Administrative Agent,
additional information with respect to the Pledged Collateral.

Section
4.14 Third Party Consents Relating to Intellectual Property Collateral. Each
Pledgor shall use reasonable commercial efforts to obtain the consent of third
parties to the extent such consent is necessary or desirable to create a valid,
perfected security interest in favor of the Administrative Agent in any Intellectual
Property Collateral, including, without limitation, intent-to-use trademark
applications.

ARTICLE V.

CERTAIN PROVISIONS CONCERNING SECURITIES
COLLATERAL

Section
5.1 Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any additional Securities Collateral, accept the same in trust for
the benefit of the Administrative Agent and forthwith deliver to the
Administrative Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 annexed hereto (each, a Pledge
Amendment), and the certificates and other documents required under Section
3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or under Section 3.4(a) in respect of additional Pledged
Notes which are to be pledged pursuant to this Agreement, and confirming the
attachment of the Lien hereby created on and in respect of such additional
Pledged Securities or Pledged Notes.
Each Pledgor hereby authorizes the Administrative Agent

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to attach each
Pledge Amendment to this Agreement and agrees that all Pledged Securities or
Pledged Notes listed on any Pledge Amendment delivered to the Administrative
Agent shall for all purposes hereunder be considered Pledged Collateral.

Section
5.2 Voting Rights; Distributions; etc.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  So long as no Event of Default shall have occurred and be continuing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (i)
  Each Pledgor shall be entitled to exercise any and all voting and other
  consensual rights pertaining to the Securities Collateral or any part thereof
  for any purpose not inconsistent with the terms or purposes hereof, the
  Credit Agreement or any other document evidencing the Obligations.                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)
  Each Pledgor shall be entitled to receive and retain any and all
  Distributions, but only if and to the extent made in accordance with the
  provisions of the Credit Agreement; provided, however, that any
  and all such Distributions consisting of rights or interests in the form of
  securities shall be forthwith delivered to the Administrative Agent to hold
  as Pledged Collateral and shall, if received by any Pledgor, be received in
  trust for the benefit of the Administrative Agent, be segregated from the
  other property or funds of such Pledgor and be forthwith delivered to the
  Administrative Agent as Pledged Collateral in the same form as so received
  (with any necessary endorsement).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)
  The Administrative Agent shall be deemed without further action or formality
  to have granted to each Pledgor all necessary consents relating to voting
  rights and shall, if necessary, upon written request of any Pledgor and
  at the sole cost and expense of the Pledgors, from time to time execute and
  deliver (or cause to be executed and delivered) to such Pledgor all such instruments
  as such Pledgor may reasonably request in order to permit such Pledgor to
  exercise the voting and other rights which it is entitled to exercise
  pursuant to Section 5.2(a)(i) hereof and to receive the Distributions
  which it is authorized to receive and retain pursuant to Section
  5.2(a)(ii) hereof.    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)
  Upon the occurrence and during the continuance of any Event of Default:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (i)
  All rights of each Pledgor to exercise the voting and other consensual rights
  it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i)
  hereof shall cease, and all such rights shall thereupon become vested in the
  Administrative Agent, which shall thereupon have the sole right to exercise
  such voting and other consensual rights.                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)
  All rights of each Pledgor to receive Distributions which it would otherwise
  be authorized to receive and retain pursuant to Section 5.2(a)(ii)
  hereof shall cease and all such rights shall thereupon become vested in the
  Administrative Agent, which shall thereupon have the sole right to receive
  and hold as Pledged Collateral such Distributions;                                                                                                                                                                                                                                                                                                                                                               

23

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | provided,
  that, upon a waiver or cure, if any, of such Event of Default, the rights of
  the Pledgor under such Sections 5.2(a)(i) and 5.2 (a)(ii) shall revert
  to such Pledgor.                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)
  Each Pledgor shall, at its sole cost and expense, from time to time execute
  and deliver to the Administrative Agent appropriate instruments as the
  Administrative Agent may reasonably request in order to permit the Administrative
  Agent to exercise the voting and other rights which it may be entitled to
  exercise pursuant to Section 5.2(b)(i) hereof and to receive all
  Distributions which it may be entitled to receive under Section 5.2(b)(ii)
  hereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d)
  All Distributions which are received by any Pledgor contrary to the provisions
  of Section 5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be
  received in trust for the benefit of the Administrative Agent, shall be segregated
  from other funds of such Pledgor and shall immediately be paid over to the
  Administrative Agent as Pledged Collateral in the same form as so received
  (with any necessary endorsement).                                               

Section
5.3 Operative Agreements. Each Pledgor has delivered to the
Administrative Agent true, correct and complete copies of the Operative
Agreements.  The Operative Agreements
are in full force and effect, have not as of the date hereof been amended or
modified except as disclosed to the Administrative Agent, and there is no existing
default by any party thereunder or any event which, with the giving of notice
or passage of time or both, would constitute a default by any party
thereunder.  Each Pledgor shall deliver
to the Administrative Agent a copy of any notice of default given or received
by it under any Operative Agreement within ten (10) days after such Pledgor
gives or receives such notice.  No
Pledgor will terminate or agree to terminate any Operative Agreement or make
any amendment or modification to any Operative Agreement except as expressly
permitted by the terms of the Credit Agreement.

Section
5.4 Defaults, etc. Such Pledgor is not in default in the payment of any
portion of any mandatory capital contribution, if any, required to be made
under any agreement to which such Pledgor is a party relating to the Pledged
Securities pledged by it, and such Pledgor is not in violation of any other
provisions of any such agreement to which such Pledgor is a party, or otherwise
in default or violation thereunder.  No
Securities Collateral pledged by such Pledgor is subject to any defense, offset
or counterclaim, nor have any of the foregoing been asserted or alleged against
such Pledgor by any Person with respect thereto, and as of the date hereof,
there are no certificates, instruments, documents or other writings (other than
the Operative Agreements and certificates, if any, delivered to the
Administrative Agent) which evidence any Pledged Securities of such Pledgor.

Section
5.5 Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  In the case of each Pledgor which is an issuer of Securities Collateral, such
  Pledgor agrees to be bound by the terms of this Agreement relating to the
  Securities Collateral issued by it and will comply with such terms insofar as
  such terms are applicable to it.

24

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
  In the case of each Pledgor which is a partner or member in a partnership,
  limited liability company or other entity, such Pledgor hereby consents to
  the extent required by the applicable Operative Agreement to the pledge by
  each other Pledgor, pursuant to the terms hereof, of the Pledged Interests in
  such partnership, limited liability company or other entity and, upon the
  occurrence and during the continuance of an Event of Default, to the transfer
  of such Pledged Interests to the Administrative Agent or its nominee and to
  the substitution of the Administrative Agent or its nominee as a substituted
  partner or member in such partnership, limited liability company or other
  entity with all the rights, powers and duties of a general partner or a
  limited partner or member, as the case may be.

ARTICLE VI.

CERTAIN PROVISIONS CONCERNING INTELLECTUAL 
PROPERTY COLLATERAL

Section
6.1 Grant of License. For the purpose of enabling the Administrative
Agent, during the continuance of an Event of Default, to exercise rights and
remedies under Article IX hereof at such time as the Administrative
Agent shall be lawfully entitled to exercise such rights and remedies, and for
no other purpose, each Pledgor hereby grants to the Administrative Agent, to
the extent assignable, an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to such Pledgor) to use,
assign, license or sublicense any of the Intellectual Property Collateral now
owned or hereafter acquired by such Pledgor, wherever the same may be located,
including in such license access to all media in which any of the licensed
items may be recorded or stored and to all computer programs used for the
compilation or printout hereof.

Section
6.2 Registrations. Except pursuant to Licenses that are listed in Schedules
13(a) and 13(b) annexed to the Perfection Certificate, and except as
permitted by the Credit Agreement, on and as of the date hereof (i) one Pledgor
owns or at least one Pledgor possesses the right to use any Copyright, Patent
or Trademark listed in Schedules 13(a) and 13(b) annexed to the
Perfection Certificate, (ii) no Pledgor has granted permission to enable any
other Person to use, any Copyright, Patent or Trademark listed in Schedules
13(a) and 13(b) annexed to the Perfection Certificate, and (iii) all
registrations listed in Schedules 13(a) and 13(b) annexed to the
Perfection Certificate are valid and in full force and effect.

Section
6.3 No Violations or Proceedings. To each Pledgors knowledge, on and as
of the date hereof, there is no material violation by others of any right of
such Pledgor with respect to any Copyright, Patent or Trademark listed in Schedules
13(a) and 13(b) annexed to the Perfection Certificate, respectively,
pledged by it under the name of such Pledgor.

Section
6.4 Protection of Administrative Agents Security. On a continuing basis,
each Pledgor shall, at its sole cost and expense, (a) promptly following its
becoming aware thereof, notify the Administrative Agent of (i) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (ii) the institution of any
proceeding or any adverse determination in any Federal, state or local court or
administrative

25

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body regarding
such Pledgors claim of ownership in or right to use any of the Intellectual
Property Collateral material to the use and operation of the Pledged Collateral
or Mortgaged Property, its right to register such Intellectual Property
Collateral or its right to keep and maintain such registration in full force
and effect, (b) maintain and protect the Intellectual Property Collateral
material to the use and operation of the Pledged Collateral or Mortgaged
Property as presently used and operated and as contemplated by the Credit
Agreement, (c) not permit to lapse or become abandoned any Intellectual
Property Collateral material to the use and operation of the Pledged Collateral
or Mortgaged Property as presently used and operated and as contemplated by the
Credit Agreement, and not settle or compromise any pending or future litigation
or administrative proceeding with respect to such Intellectual Property
Collateral, in each case except as shall be consistent with commercially
reasonable business judgment, (d) upon such Pledgor obtaining knowledge
thereof, promptly notify the Administrative Agent in writing of any event which
may be reasonably expected to materially and adversely affect the value or
utility of the Intellectual Property Collateral or any portion thereof material
to the use and operation of the Pledged Collateral or Mortgaged Property, the
ability of such Pledgor or the Administrative Agent to dispose of the
Intellectual Property Collateral or any portion thereof or the rights and
remedies of the Administrative Agent in relation thereto including, without
limitation, a levy or threat of levy or any legal process against the
Intellectual Property Collateral or any portion thereof, (e) not license
the Intellectual Property Collateral other than licenses entered into by such
Pledgor in, or incidental to, the ordinary course of business or in connection
with the sale of the Gorham silver business as contemplated by the Credit
Agreement, or amend or permit the amendment of any of the licenses in a manner
that materially and adversely affects the right to receive payments thereunder,
or in any manner that would materially impair the value of the Intellectual
Property Collateral or the Lien on and security interest in the Intellectual
Property Collateral intended to be granted to the Administrative Agent for the
benefit of the Secured Parties, without the consent of the Administrative
Agent, (f) until the Administrative Agent exercises its rights to make
collection, diligently keep adequate records respecting the Intellectual
Property Collateral and (g) furnish to the Administrative Agent from time
to time upon the Administrative Agents reasonable request therefor detailed
statements and amended schedules further identifying and describing the
Intellectual Property Collateral and such other materials evidencing or reports
pertaining to the Intellectual Property Collateral as the Administrative Agent
may from time to time reasonably request.
Notwithstanding the foregoing nothing herein shall prevent any Pledgor
from selling, disposing of or otherwise using any Intellectual Property
Collateral as permitted under the Credit Agreement.

Section
6.5 After-Acquired Property. If any Pledgor shall, at any time before the
Obligations have been paid in full in cash, (a) obtain any rights to any
additional Intellectual Property Collateral or (b) become entitled to the
benefit of any additional Intellectual Property Collateral or any renewal or
extension thereof, including any reissue, division, continuation, or
continuation-in-part of any Intellectual Property Collateral, or any
improvement on any Intellectual Property Collateral, the provisions hereof
shall automatically apply thereto and any such item enumerated in clause (a) or
(b) of this Section 6.5 with respect to such Pledgor shall automatically
constitute Intellectual Property Collateral if such would have constituted
Intellectual Property Collateral at the time of execution hereof and be subject
to the Lien and security interest created by this Agreement without further action
by any party.  Each Pledgor shall
promptly (i) provide to the Administrative Agent written notice of any of
the foregoing and (ii) confirm the attachment of the Lien and security
interest created by this Agreement to any

26

---



rights
described in clauses (i) and (ii) of the immediately preceding sentence of this
Section 6.5 by execution of an instrument in form reasonably acceptable
to the Administrative Agent.

Section
6.6 Modifications. Each Pledgor authorizes the Administrative Agent to
modify this Agreement by amending Schedules 13(a) and13(b)
annexed to the Perfection Certificate to include any Intellectual Property
Collateral acquired or arising after the date hereof of such Pledgor including,
without limitation, any of the items listed in Section 6.5 hereof.

Section
6.7 Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own
name, as the party in interest, for its own benefit and at the sole cost and
expense of the Pledgors, such applications for protection of the Intellectual
Property Collateral and suits, proceedings or other actions to prevent the infringement,
counterfeiting, unfair competition, dilution, diminution in value or other
damage as are necessary to protect the Intellectual Property Collateral.  Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent shall have the
right but shall in no way be obligated to file applications for protection of
the Intellectual Property Collateral in the name of the appropriate Pledgor and/or
bring suit in the name of any Pledgor, the Administrative Agent or the Secured
Parties to enforce the Intellectual Property Collateral and any license thereunder.  In the event of such suit, each Pledgor
shall, at the reasonable request of the Administrative Agent, do any and all
lawful acts and execute any and all documents reasonably requested by the
Administrative Agent in aid of such enforcement and the Pledgors shall promptly
reimburse and indemnify the Administrative Agent, as the case may be, for all
costs and expenses reasonably incurred by the Administrative Agent in the
exercise of its rights under this Section 6.7 in accordance with Section 11.3
hereof.  In the event that the
Administrative Agent shall elect not to bring suit to enforce the Intellectual
Property Collateral, each Pledgor agrees, at the reasonable request of the
Administrative Agent, to take all commercially reasonable actions necessary,
whether by suit, proceeding or other action, to prevent the infringement,
counterfeiting, unfair competition, dilution, diminution in value of or other
damage to any of the Intellectual Property Collateral by others and for that
purpose agrees to diligently maintain any suit, proceeding or other action
against any Person so infringing necessary to prevent such infringement.

Section
6.8 U.S. Intent-to-Use Trademark Applications. Notwithstanding the
provisions of Section 2.1, Article VI and Section 9.6, the
Administrative Agent acquires no security interest or other rights in the
United States for any Trademark that is the subject of an intent-to-use
application before the U.S. Patent and Trademark Office until such time as a
verified amendment to allege use or verified statement of use is filed with the
U.S. Patent and Trademark Office for such application or the Administrative
Agent arranges for an assignment of such Trademarks from the Administrative
Agent to a purchaser that would satisfy the requirements of Section 10 of the
Lanham Act, 15 U.S.C. Section 1060.  At
the time the Administrative Agent seeks to transfer all other Trademarks
pursuant to Section 6.1, it may also transfer any U.S. intent-to-use
applications provided that such applications satisfy the conditions of the
preceding sentence.  In Schedule
13(a) and 13(b) annexed to the Perfection Certificate and in any
reports produced under this Article VI, each Pledgor shall clearly
identify each U.S. intent-to-use trademark application for which a verified
amendment to allege use or statement of use has not been filed.

27

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ARTICLE VII.

CERTAIN PROVISIONS CONCERNING ACCOUNTS

Section
7.1 Special Representations and Warranties. As of the time when each of
its Accounts arises, each Pledgor shall be deemed to have represented and
warranted that such Account and all records, papers and documents relating
thereto (a) are genuine and correct and in all material respects what they
purport to be, (b) represent the legal, valid and binding obligation of
the account debtor, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors rights generally or by equitable principles relating to
enforceability, evidencing indebtedness unpaid and owed by such account debtor,
arising out of the performance of labor or services or the sale, lease,
license, assignment or other disposition and delivery of the goods or other
property listed therein or out of an advance or a loan, (c) are in all
material respects in compliance and conform with all applicable Federal, state
and local laws and applicable laws of any relevant foreign jurisdiction.

Section
7.2 Maintenance of Records. Each Pledgor shall keep and maintain at its
own cost and expense complete records of each Account, in a manner consistent
with prudent business practice, including, without limitation, records of all
payments received, all credits granted thereon, all merchandise returned and
all other documentation relating thereto.
Each Pledgor shall, at such Pledgors sole cost and expense, upon the
Administrative Agents demand made at any time after the occurrence and during
the continuance of any Event of Default, deliver all tangible evidence of
Accounts, including, without limitation, all documents evidencing Accounts and
any books and records relating thereto to the Administrative Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor).  Upon the occurrence
and during the continuance of any Event of Default, the Administrative Agent
may transfer a full and complete copy of any Pledgors books, records, credit
information, reports, memoranda and all other writings relating to the Accounts
to and for the use by any person that has acquired or is contemplating
acquisition of an interest in the Accounts or the Administrative Agents
security interest therein without the consent of any Pledgor.

Section
7.3 Legend. Each Pledgor shall legend, at the request of the
Administrative Agent made at any time after the occurrence of any Event of
Default and in form and manner satisfactory to the Administrative Agent, the
Accounts and the other books, records and documents of such Pledgor evidencing
or pertaining to the Accounts with an appropriate reference to the fact that
the Accounts have been assigned to the Administrative Agent for the benefit of
the Secured Parties and that the Administrative Agent has a security interest
therein.

Section
7.4 Modification of Terms, etc. No Pledgor shall rescind or cancel any indebtedness
evidenced by any Account or modify any term thereof or make any adjustment with
respect thereto except in the ordinary course of business consistent with
prudent business practice, or extend or renew any such indebtedness except in
the ordinary course of business consistent with prudent business practice or
compromise or settle any dispute, claim, suit or legal proceeding relating
thereto or sell any Account or interest therein except in the ordinary course
of business consistent with prudent business practice without the prior written
consent of the

28

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Administrative
Agent.  Each Pledgor shall timely
fulfill all obligations on its part to be fulfilled under or in connection with
the Accounts.

Section
7.5 Collection. Each Pledgor shall cause to be collected from the account
debtor of each of the Accounts, as and when due in the ordinary course of
business consistent with prudent business practice (including, without
limitation, Accounts that are delinquent, such Accounts to be collected in
accordance with generally accepted commercial collection procedures), any and
all amounts owing under or on account of such Account, and apply forthwith upon
receipt thereof all such amounts as are so collected to the outstanding balance
of such Account, except that any Pledgor may, with respect to an Account, allow
in the ordinary course of business (i) a refund or credit due as a result of
returned or damaged or defective merchandise and (ii) such extensions of time
to pay amounts due in respect of Accounts and such other modifications of
payment terms or settlements in respect of Accounts as shall be commercially reasonable
in the circumstances, all in accordance with such Pledgors ordinary course of
business consistent with its collection practices as in effect from time to
time.  The costs and expenses
(including, without limitation, attorneys fees) of collection, in any case,
whether incurred by any Pledgor, the Administrative Agent or any Secured Party,
shall be paid by the Pledgors.

ARTICLE VIII.

TRANSFERS AND OTHER LIENS

Section
8.1 Transfers of and other Liens on Pledged Collateral. No Pledgor shall
(i) sell, convey, assign or otherwise dispose of, or grant any option with
respect to, or (ii) grant, convey or permit to exist any Lien on, any of the
Pledged Collateral pledged by it hereunder except, in each case, as permitted
by the Credit Agreement.

ARTICLE IX.
REMEDIES

Section
9.1 Remedies.(a)  Upon the occurrence and during the
continuance of any Event of Default the Administrative Agent may from time to
time exercise the following rights and remedies (alternatively, successively or
concurrently on any one or more occasions) in respect of the Pledged
Collateral, in addition to the other rights and remedies provided for herein or
otherwise available to it:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Personally, or by agents or attorneys, immediately take possession of the
  Pledged Collateral or any part thereof, from any Pledgor or any other Person
  who then has possession of any part thereof with or without notice or process
  of law, and for that purpose may enter upon any Pledgors premises where any
  of the Pledged Collateral is located, remove such Pledged Collateral, remain
  present at such premises to receive copies of all communications and
  remittances relating to the Pledged Collateral and use in connection with
  such removal and possession any and all services, supplies, aids and other facilities
  of any Pledgor;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
  Demand, sue for, collect or receive any money or property at any time payable
  or receivable in respect of the Pledged Collateral including, without
  limitation, instructing the obligor or obligors on any agreement, instrument
  or other obligation constituting part of the Pledged Collateral to make any
  payment required by the terms of such agreement, instrument or other
  obligation directly to the Administrative Agent, and in connection with any
  of the foregoing, compromise, settle, extend the time for payment and make
  other modifications with respect thereto; provided, however,
  that in the event that any such payments are made directly to any Pledgor,
  prior to receipt by any such obligor of such instruction, such Pledgor shall
  segregate all amounts received pursuant thereto in trust for the benefit of
  the Administrative Agent and shall promptly (but in no event later than one
  (1) Business Day after receipt thereof) pay such amounts to the
  Administrative Agent;                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii)
  Sell, assign, grant a license to use or otherwise liquidate, or direct any
  Pledgor to sell, assign, grant a license to use or otherwise liquidate, any
  and all investments made in whole or in part with the Pledged Collateral or
  any part thereof, and take possession of the proceeds of any such sale,
  assignment, license or liquidation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iv)
  Take possession of the Pledged Collateral or any part thereof, by directing
  any Pledgor in writing to deliver the same to the Administrative Agent at any
  place or places so designated by the Administrative Agent, in which event
  such Pledgor shall at its own expense:
  (A) forthwith cause the same to be moved to the place or places
  designated by the Administrative Agent and there delivered to the
  Administrative Agent, (B) store and keep any Pledged Collateral so delivered
  to the Administrative Agent at such place or places pending further action by
  the Administrative Agent and (C) while the Pledged Collateral shall be so
  stored and kept, provide such security and maintenance services as shall be
  necessary to protect the same and to preserve and maintain them in good
  condition.  Each Pledgors obligation
  to deliver the Pledged Collateral as contemplated in this Section 9.1(a)(iv)
  is of the essence hereof.  Upon
  application to a court of equity having jurisdiction, the Administrative
  Agent shall be entitled to a decree requiring specific performance by any
  Pledgor of such obligation;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (v)
  Withdraw all moneys, instruments, securities and other property in any bank,
  financial securities, deposit or other account of any Pledgor constituting
  Pledged Collateral for application to the Obligations as provided in Article
  X hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vi)
  Retain and apply the Distributions to the Obligations as provided in Article X
  hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (vii)
  Exercise any and all rights as beneficial and legal owner of the Pledged Collateral,
  including, without limitation, perfecting assignment of and exercising any
  and all voting, consensual and other rights and powers with respect to any
  Pledged Collateral; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (viii)
  Exercise all the rights and remedies of a secured party under the UCC, and
  the Administrative Agent may also in its sole discretion, without notice
  except as specified in Section 9.2 hereof, sell, assign or grant
  a license to use the Pledged                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Collateral
  or any part thereof in one or more parcels at public or private sale, at any
  exchange, brokers board or at any of the Administrative Agents offices or
  elsewhere, for cash, on credit or for future delivery, and at such price or
  prices and upon such other terms as the Administrative Agent may deem
  commercially reasonable.  The
  Administrative Agent or any other Secured Party or any of their respective
  Affiliates may be the purchaser, licensee, assignee or recipient of any or
  all of the Pledged Collateral at any such sale and shall be entitled, for the
  purpose of bidding and making settlement or payment of the purchase price for
  all or any portion of the Pledged Collateral sold, assigned or licensed at
  such sale, to use and apply any of the Obligations owed to such Person as a
  credit on account of the purchase price of any Pledged Collateral payable by
  such Person at such sale.  Each
  purchaser, assignee, licensee or recipient at any such sale shall acquire the
  property sold, assigned or licensed absolutely free from any claim or right
  on the part of any Pledgor, and each Pledgor hereby waives, to the fullest
  extent permitted by law, all rights of redemption, stay and/or appraisal
  which it now has or may at any time in the future have under any rule of law
  or statute now existing or hereafter enacted.  The Administrative Agent shall not be obligated to make any sale
  of Pledged 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, be made at
  the time and place to which it was so adjourned.  Each Pledgor hereby waives, to the fullest extent permitted by
  law, any claims against the Administrative Agent arising by reason of the
  fact that the price at which any Pledged Collateral may have been sold,
  assigned or licensed at such a private sale was less than the price which
  might have been obtained at a public sale, even if the Administrative Agent
  accepts the first offer received and does not offer such Pledged Collateral
  to more than one offeree.

Section
9.2 Notice of Sale. Each Pledgor acknowledges and agrees that, to the
extent notice of sale or other disposition of Pledged Collateral shall be
required by law, ten (10) days prior notice to such Pledgor of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters.  No
notification need be given to any Pledgor if it has signed, after the
occurrence of an Event of Default, a statement renouncing or modifying (as
permitted under law) any right to notification of sale or other intended disposition.

Section
9.3 Waiver of Notice and Claims. Each Pledgor hereby waives, to the
fullest extent permitted by applicable law, notice or judicial hearing in
connection with the Administrative Agents taking possession or the
Administrative Agents disposition of any of the Pledged Collateral, including,
without limitation, any and all prior notice and hearing for any prejudgment
remedy or remedies and any such right which such Pledgor would otherwise have
under law, and each Pledgor hereby further waives, to the fullest extent
permitted by applicable law:
(a) all damages occasioned by such taking of possession,
(b) all other requirements as to the time, place and terms of sale or
other requirements with respect to the enforcement of the Administrative
Agents rights hereunder and (c) all rights of redemption, appraisal, valuation,
stay, extension or moratorium now or hereafter in force under any applicable
law.  The Administrative Agent shall not
be liable for any incorrect or improper payment made pursuant to this Article IX
in the absence of gross negligence or willful misconduct.  Any sale of, or the grant of options to
purchase, or any other realization upon, any Pledged Collateral shall operate

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to divest all
right, title, interest, claim and demand, either at law or in equity, of the
applicable Pledgor therein and thereto, and shall be a perpetual bar both at
law and in equity against such Pledgor and against any and all Persons claiming
or attempting to claim the Pledged Collateral so sold, optioned or realized
upon, or any part thereof, from, through or under such Pledgor.

Section
9.4 Certain Sales of Pledged Collateral.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Each Pledgor recognizes that, by reason of certain prohibitions contained in
  law, rules, regulations or orders of any Governmental Authority, the
  Administrative Agent may be compelled, with respect to any sale of all or any
  part of the Pledged Collateral, to limit purchasers to those who meet the
  requirements of such Governmental Authority.
  Each Pledgor acknowledges that any such sales may be at prices and on
  terms less favorable to the Administrative Agent than those obtainable
  through a public sale without such restrictions, and, notwithstanding such
  circumstances, agrees that any such restricted sale shall be deemed to have
  been made in a commercially reasonable manner and that, except as may be
  required by applicable law, the Administrative Agent shall have no obligation
  to engage in public sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)
  Each Pledgor recognizes that, by reason of certain prohibitions contained in
  the Securities Act, and applicable state securities laws, the Administrative
  Agent may be compelled, with respect to any sale of all or any part of the
  Securities Collateral and Investment Property, to limit purchasers to Persons
  who will agree, among other things, to acquire such Securities Collateral or
  Investment Property for their own account, for investment and not with a view
  to the distribution or resale thereof.
  Each Pledgor acknowledges that any such private sales may be at prices
  and on terms less favorable to the Administrative Agent than those obtainable
  through a public sale without such restrictions (including, without
  limitation, a public offering made pursuant to a registration statement under
  the Securities Act), and, notwithstanding such circumstances, agrees that any
  such private sale shall be deemed to have been made in a commercially
  reasonable manner and that the Administrative Agent shall have no obligation
  to engage in public sales and no obligation to delay the sale of any Securities
  Collateral or Investment Property for the period of time necessary to permit
  the issuer thereof to register it for a form of public sale requiring
  registration under the Securities Act or under applicable state securities
  laws, even if such issuer would agree to do so.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iii)
  If the Administrative Agent determines to exercise its right to sell any or
  all of the Securities Collateral or Investment Property, upon written
  request, the applicable Pledgor shall from time to time furnish to the Administrative
  Agent all such information as the Administrative Agent may request in order
  to determine the number of securities included in the Securities Collateral
  or Investment Property which may be sold by the Administrative Agent as
  exempt transactions under the Securities Act and the rules of the Securities
  and Exchange Commission thereunder, as the same are from time to time in effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)
  Each Pledgor further agrees that a breach of any of the covenants contained
  in this Section 9.4 will cause irreparable injury to the
  Administrative Agent and other Secured Parties, that the Administrative Agent
  and the other Secured Parties have                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | no adequate
  remedy at law in respect of such breach and, as a consequence, that each and
  every covenant contained in this Section 9.4 shall be specifically
  enforceable against such Pledgor, and such Pledgor hereby waives and agrees
  not to assert any defenses against an action for specific performance of such
  covenants except for a defense that no Event of Default has occurred and is
  continuing.

Section
9.5 No Waiver; Cumulative Remedies.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  No failure on the part of the Administrative Agent to exercise, no course of
  dealing with respect to, and no delay on the part of the Administrative Agent
  in exercising, any right, power or remedy hereunder shall operate as a waiver
  thereof; nor shall any single or partial exercise of any such right, power or
  remedy hereunder preclude any other or further exercise thereof or the
  exercise of any other right, power or remedy; nor shall the Administrative
  Agent be required to look first to, enforce or exhaust any other security,
  collateral or guaranties.  The
  remedies herein provided are cumulative and are not exclusive of any remedies
  provided by law.                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii)
  In the event that the Administrative Agent shall have instituted any
  proceeding to enforce any right, power or remedy under this Agreement by
  foreclosure, sale, entry or otherwise, and such proceeding shall have been
  discontinued or abandoned for any reason or shall have been determined adversely
  to the Administrative Agent, then and in every such case, the Pledgors, the
  Administrative Agent and each other Secured Party shall be restored to their
  respective former positions and rights hereunder with respect to the Pledged
  Collateral, and all rights, remedies and powers of the Administrative Agent
  and the other Secured Parties shall continue as if no such proceeding had
  been instituted.

Section
9.6 Certain Additional Actions Regarding Intellectual Property. If any
Event of Default shall have occurred and be continuing, upon the written demand
of Administrative Agent, each Pledgor shall execute and deliver to
Administrative Agent an assignment or assignments of the registered Patents,
Trademarks and/or Copyrights and such other documents as are necessary or
appropriate to carry out the intent and purposes hereof.  Within five (5) Business Days of written
notice thereafter from Administrative Agent, each Pledgor shall make available
to Administrative Agent, to the extent within such Pledgors power and
authority, such personnel in such Pledgors employ on the date of the Event of
Default as Administrative Agent may reasonably designate to permit such Pledgor
to continue, directly or indirectly, to produce, advertise and sell the
products and services sold by such Pledgor under the registered Patents, Trademarks
and/or Copyrights, and such Persons shall be available to perform their prior
functions on Administrative Agents behalf.

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ARTICLE X.

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL
DISPOSITIONS/APPLICATION OF PROCEEDS

Section
10.1 Proceeds of Casualty Events and Collateral Dispositions. The
Pledgors shall take all actions required by the Credit Agreement with respect
to any Net Cash Proceeds of any Casualty Event or from the sale or disposition
of any Pledged Collateral.

Section
10.2 Application of Proceeds. The 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 pursuant to the exercise by the Administrative
Agent of its remedies shall be applied, together with any other sums then held
by the Administrative Agent pursuant to this Agreement, in accordance with and
as set forth in Section 9.02 of the Credit Agreement.

ARTICLE XI.

MISCELLANEOUS

Section
11.1 Concerning Administrative Agent.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Administrative Agent has been appointed as Administrative Agent pursuant
  to the Credit Agreement.  The actions
  of the Administrative Agent hereunder are subject to the provisions of the
  Credit Agreement.  The Administrative
  Agent shall have the right hereunder to make demands, to give notices, to
  exercise or refrain from exercising any rights, and to take or refrain from
  taking action (including, without limitation, the release or substitution of
  the Pledged Collateral), in accordance with this Agreement and the Credit
  Agreement.  The Administrative Agent
  may employ agents and attorneys-in-fact in connection herewith and shall not
  be liable for the negligence or misconduct of any such agents or attorneys-in-fact
  selected by it in good faith.  The
  Administrative Agent may resign and a successor Administrative Agent may be
  appointed in the manner provided in the Credit Agreement.  Upon the acceptance of any appointment as
  the Administrative Agent by a successor Administrative Agent, that successor
  Administrative Agent shall thereupon succeed to and become vested with all
  the rights, powers, privileges and duties of the retiring Administrative
  Agent under this Agreement, and the retiring Administrative Agent shall
  thereupon be discharged from its duties and obligations under this
  Agreement.  After any retiring
  Administrative Agents resignation, the provisions hereof shall inure to its
  benefit as to any actions taken or omitted to be taken by it under this
  Agreement while it was the Administrative Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)
  The Administrative Agent shall be deemed to have exercised reasonable care in
  the custody and preservation of the Pledged Collateral in its possession if
  such Pledged Collateral is accorded treatment substantially equivalent to
  that which the Administrative Agent, in its individual capacity, accords its
  own property consisting of similar instruments or interests, it being
  understood that neither the Administrative Agent nor any of the Secured
  Parties shall have responsibility for (i) ascertaining or taking action with
  respect to calls, conversions, exchanges, maturities, tenders or other
  matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | relating to
  any Securities Collateral, whether or not the Administrative Agent or any
  other Secured Party has or is deemed to have knowledge of such matters or
  (ii) taking any necessary steps to preserve rights against any Person with
  respect to any Pledged Collateral.                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)
  The Administrative Agent shall be entitled to rely upon any written notice,
  statement, certificate, order or other document or any telephone message
  believed by it to be genuine and correct and to have been signed, sent or
  made by the proper Person, and, with respect to all matters pertaining to
  this Agreement and its duties hereunder, upon advice of counsel selected by
  it.                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)
  If any item of Pledged Collateral also constitutes collateral granted to
  Administrative Agent under any other deed of trust, mortgage, security
  agreement, pledge or instrument of any type, in the event of any conflict
  between the provisions hereof and the provisions of such other deed of trust,
  mortgage, security agreement, pledge or instrument of any type in respect of
  such collateral, Administrative Agent, in its sole discretion, shall select
  which provision or provisions shall control.

Section
11.2 Administrative Agent May Perform; Administrative Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement or in the Credit Agreement (including, without
limitation, such Pledgors covenants to (a) pay the premiums in respect of all
required insurance policies hereunder, (b) pay Claims, (c) make repairs, (d)
discharge Liens or (e) pay or perform any obligations of such Pledgor under any
Pledged Collateral) or if any warranty on the part of any Pledgor contained
herein shall be breached, the Administrative Agent may (but shall not be
obligated to) do the same or cause it to be done or remedy any such breach, and
may expend funds for such purpose; provided, however, that
Administrative Agent shall in no event be bound to inquire into the validity of
any tax, lien, imposition or other obligation which such Pledgor fails to pay
or perform as and when required hereby and which such Pledgor does not contest
in accordance with the provisions of Section 4.12 hereof.  Any and all amounts so expended by the
Administrative Agent shall be paid by the Pledgors in accordance with the
provisions of Section 11.3 hereof.
Neither the provisions of this Section 11.2 nor any action taken
by Administrative Agent pursuant to the provisions of this Section 11.2
shall prevent any such failure to observe any covenant contained in this
Agreement nor any breach of warranty form constituting an Event of Default.  Each Pledgor hereby appoints the
Administrative Agent its attorney-in-fact, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor, or otherwise, from time
to time in the Administrative Agents discretion to take any action and to
execute any instrument consistent with the terms of the Credit Agreement and
the other Security Documents which the Administrative Agent may deem necessary
or advisable to accomplish the purposes hereof.  The foregoing grant of authority is a power of attorney coupled
with an interest and such appointment shall be irrevocable for the term
hereof.  Each Pledgor hereby ratifies
all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section
11.3 Expenses.

| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Each Pledgor will upon demand pay to the Administrative Agent the amount of
  any and all costs and expenses, including the reasonable fees and expenses

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | of its counsel
  and the reasonable fees and expenses of any experts and agents which the
  Administrative Agent may incur in connection with (i) any action, suit or
  other proceeding affecting the Pledged Collateral or any part thereof commenced,
  in which action, suit or proceeding the Administrative Agent is made a party
  or participates or in which the right to use the Pledged Collateral or any
  part thereof is threatened, or in which it becomes necessary in the judgment
  of the Administrative Agent to defend or uphold the Lien hereof (including,
  without limitation, any action, suit or proceeding to establish or uphold the
  compliance of the Pledged Collateral with any requirements of any
  Governmental Authority or law), (ii) the collection of the Obligations,
  (iii) the enforcement and administration hereof, (iv) the custody or
  preservation of, or the sale of, collection from, or other realization upon,
  any of the Pledged Collateral, (v) the exercise or enforcement of any of the
  rights of the Administrative Agent or any Secured Party hereunder or (vi) the
  failure by any Pledgor to perform or observe any of the provisions
  hereof.  All amounts expended by the
  Administrative Agent and payable by any Pledgor under this Section 11.3
  shall be due upon demand therefor (together with interest thereon accruing at
  the highest rate then in effect under the Credit Agreement during the period
  from and including the date on which such funds were so expended to the date
  of repayment) and shall be part of the Obligations.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)
  The Pledgors agree, jointly and severally, to indemnify the Administrative
  Agent, each Lender, the Issuing Bank, the Swingline Lender, each other
  Secured Party, each Affiliate of any of the foregoing Persons and each of their
  respective directors, officers, trustees, employees and agents (each such
  Person being called an Indemnitee), against, and to hold each
  Indemnitee harmless from, all reasonable out-of-pocket costs and any and all
  losses, claims, damages, liabilities and related expenses, including
  reasonable counsel fees, charges, expenses and disbursements, incurred by or
  asserted against any Indemnitee arising out of, in any way connected with, or
  as a result of this Agreement, the Credit Agreement, any other Loan Document
  or any other document evidencing the Obligations (including, without
  limitation, any misrepresentation by any Pledgor in this Agreement, the
  Credit Agreement, other Loan Document or any other document evidencing the
  Obligations); provided that such indemnity shall not, as to any Indemnitee,
  be available to the extent that such losses, claims, damages, liabilities or
  related expenses are determined by a court of competent jurisdiction by final
  and nonappealable judgment to have resulted from the gross negligence or
  willful misconduct or bad faith of such Indemnitee.                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c)
  The provisions of this Section 11.3 shall remain operative and in full force
  and effect regardless of the expiration of the term of this Agreement, the
  repayment of any of the Loans, the expiration of the Commitments, the
  expiration of any Letter of Credit, the invalidity or unenforceability of any
  term or provision of this Agreement or any other Loan Document, or any
  investigation made by or on behalf of the Agents, the Issuing Bank or any
  Lender.  All amounts due under this
  Section 11.3 shall be payable promptly (but in any event no more than 10 days
  following) upon written demand therefor accompanied by reasonable
  documentation with respect to any reimbursement, indemnification or other
  amount requested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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Section
11.4 Continuing Security Interest; Assignment. This Agreement shall
create a continuing security interest in the Pledged Collateral and shall
(a) be binding upon the Pledgors, their respective successors and assigns
and (b) inure, together with the rights and remedies of the Administrative
Agent hereunder, to the benefit of the Administrative Agent and the other
Secured Parties and each of their permitted respective successors, transferees
and assigns.  No other Persons
(including, without limitation, any other creditor of any Pledgor) shall have
any interest herein or any right or benefit with respect hereto.  Without limiting the generality of the foregoing
clause (b), any Secured Party may assign or otherwise transfer any indebtedness
held by it secured by this Agreement to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Secured Party, herein or otherwise, subject however, to the provisions
of the Credit Agreement and any Lender Hedging Agreement.

Section
11.5 Termination; Release. The Pledged Collateral shall be released from
the Lien of this Agreement in accordance with the provisions of the Credit
Agreement.  Upon termination hereof or
any release of Pledged Collateral in accordance with the provisions of the
Credit Agreement, the Administrative Agent shall, upon the request and at the
sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor,
against receipt and without recourse to or warranty by the Administrative Agent
except as to the fact that the Administrative Agent has not encumbered the
released assets, such of the Pledged Collateral to be released (in the case of
a release) as may be in possession of the Administrative Agent and as shall not
have been sold or otherwise applied pursuant to the terms hereof, and, with
respect to any other Pledged Collateral, proper documents and instruments
(including UCC-3 termination statements or releases) acknowledging the
termination hereof or the release of such Pledged Collateral, as the case may
be.

Section
11.6 Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any
departure by any Pledgor therefrom, shall be effective unless the same shall be
made in accordance with the terms of the Credit Agreement and unless in writing
and signed by the Administrative Agent and the Pledgors.  Any amendment, modification or supplement of
or to any provision hereof, any waiver of any provision hereof and any consent
to any departure by any Pledgor from the terms of any provision hereof shall be
effective only in the specific instance and for the specific purpose for which
made or given.  Except where notice is
specifically required by this Agreement or any other document evidencing the
Obligations, no notice to or demand on any Pledgor in any case shall entitle
any Pledgor to any other or further notice or demand in similar or other circumstances.

Section
11.7 Notices. Unless otherwise provided herein or in the Credit
Agreement, any notice or other communication herein required or permitted to be
given shall be given in the manner and become effective as set forth in the
Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrowers set forth in the Credit Agreement and as to the Administrative Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this Section 11.7.

37

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Section
11.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section
11.9 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR OR SECURED PARTY WITH
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE SUPREME COURT OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS OF ANY THEREOF, AND
BY EXECUTION AND DELIVERY HEREOF, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.  EACH PLEDGOR AGREES THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY
BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWERS AT ITS
ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO.  IF ANY AGENT APPOINTED BY ANY PLEDGOR
REFUSES TO ACCEPT SERVICE, SUCH PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT TO
BRING PROCEEDINGS AGAINST ANY PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION.  THE PLEDGORS HEREBY IRREVOCABLY WAIVE ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section
11.10 Severability of Provisions. Any provision hereof which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

Section
11.11 Execution in Counterparts. This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or by email in PDF format shall be
as effective as a delivery of a manually executed counterpart of this
Agreement.

Section
11.12 Business Days. In the event any time period or any date provided
in this Agreement ends or falls on a day other than a Business Day, then such
time period shall be deemed to end and such date shall be deemed to fall on the
next succeeding Business Day, and

38

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performance
herein may be made on such Business Day, with the same force and effect as if
made on such other day.

Section
11.13 No Credit for Payment of Taxes or Imposition. Such Pledgor shall
not be entitled to any credit against the principal, premium, if any, or
interest payable under the Credit Agreement, and such Pledgor shall not be
entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

Section
11.14 No Claims Against Administrative Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Administrative Agent,
express or implied, for the performance of any labor or services or the furnishing
of any materials or other property in respect of the Pledged Collateral or any
part thereof, nor as giving any Pledgor any right, power or authority to
contract for or permit the performance of any labor or services or the furnishing
of any materials or other property in such fashion as would permit the making
of any claim against the Administrative Agent in respect thereof or any claim
that any Lien based on the performance of such labor or services or the
furnishing of any such materials or other property is prior to the Lien hereof.

Section
11.15 No Release. Nothing set forth in this Agreement shall relieve any
Pledgor from the performance of any term, covenant, condition or agreement on
such Pledgors part to be performed or observed under or in respect of any of
the Pledged Collateral or from any liability to any Person under or in respect
of any of the Pledged Collateral or shall impose any obligation on the
Administrative Agent or any other Secured Party to perform or observe any such
term, covenant, condition or agreement on such Pledgors part to be so
performed or observed or shall impose any liability on the Administrative Agent
or any other Secured Party for any act or omission on the part of such Pledgor
relating thereto or for any breach of any representation or warranty on the
part of such Pledgor contained in this Agreement, the Credit Agreement or the
other Loan Documents, or under or in respect of the Pledged Collateral or made
in connection herewith or therewith.
The obligations of each Pledgor contained in this Section 11.15
shall survive the termination hereof and the discharge of such Pledgors other
obligations under this Agreement, the Credit Agreement and the other Loan
Documents.

Section
11.16 Obligations Absolute. All obligations of each Pledgor hereunder
shall be absolute and unconditional irrespective of:

| |                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
  liquidation or the like of any Pledgor;                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (ii)
  any lack of validity or enforceability of the Credit Agreement, any Lender
  Hedging Agreement or any other Loan Document, or any other agreement or
  instrument relating thereto;                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                             
| | (iii)
  any change in the time, manner or place of payment of, or in any other term
  of, all or any of the Obligations, or any other amendment or waiver of or any
  consent to any departure from the Credit Agreement, any Lender Hedging
  Agreement or any other Loan Document or any other agreement or instrument relating
  thereto;

39

---



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)
  any pledge, exchange, release or non-perfection of any other collateral, or
  any release or amendment or waiver of or consent to any departure from any
  guarantee, for all or any of the Obligations;                                                                                                 
| |                                                                                                                                                                                                                                                                                                                 
| | (v)
  any exercise, non-exercise or waiver of any right, remedy, power or privilege
  under or in respect hereof, the Credit Agreement, any Lender Hedging
  Agreement or any other Loan Document except as specifically set forth in a
  waiver granted pursuant to the provisions of Section 11.6 hereof;
  or
| |                                                                                                                                                                                                                                                                                                                 
| | (vi)
  any other circumstances which might otherwise constitute a defense available
  to, or a discharge of, any Pledgor.                                                                                                                                                                                       

Section
11.17 Amendment and Restatement. It is the intention of each of the
parties hereto that the Existing Security Agreement be amended and restated in
its entirety as set forth herein. Each Pledgor hereby confirms that the Lien it
has granted to the Administrative Agent for the benefit of the Revolving
Lenders under the Existing Security Agreement shall be and remains a continuing
lien on and security interest in and to such Pledgors right, title and
interest in, to and under all Collateral as collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise).

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]

40

---



IN
WITNESS WHEREOF, the Pledgors and the Administrative Agent have caused this
Agreement to be duly executed and delivered by their duly authorized officers
as of the date first above written.

| |                          
| | -------------------------
| | PLEDGORS:                
| |                          
| | D 56, INC.               
| | LENOX
  RETAIL, INC.     
| | LENOX,
  INCORPORATED    
| | LENOX GROUP
  INC.       
| | FL56
  INTERMEDIATE CORP.
| | LENOX SALES,
  INC.      

| |                            |                                             
| | -------------------------- | --------------------------------------------
| | By:                        | /s/
  Marc Pfefferle                        
| |                            |                                             
| |                            | Name: Marc
  Pfefferle                      
| |                            | Title: Chief
  Executive Officer            
| |                            |                                             
| | LENOX
  WORLDWIDE, LLC    
| |                            |                                             
| | By:                        | /s/
  David B. OConnell                    
| |                            |                                             
| |                            | Name: David
  B. OConnell                  
| |                            | Title: Chief
  Executive Officer & President
| |                            |                                             
| | UBS AG,
  STAMFORD BRANCH,
| | as
  Administrative Agent 
| |                            |                                             
| | By:                        | /s/
  Richard L. Tavrow                     
| |                            |                                             
| |                            | Name:
  Richard L. Tavrow                   
| |                            | Title:
  Director                           
| |                            |                                             
| | By:                        | /s/
  David B. Julie                        
| |                            |                                             
| |                            | Name: David
  B. Julie                      
| |                            | Title:
  Associate Director                 

[Signature Page  Lenox Revolving Loan Amended and Restated Security Agreement]

---



EXHIBIT 1

[Form of]

ISSUERS ACKNOWLEDGMENT

The
undersigned hereby (i) acknowledges receipt of a copy of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the Security Agreement; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement), dated as of
[                         ],
made by
[                          ],
a
[               ]
(the Borrower), and the Guarantors party thereto in favor of
[_____________________], as Administrative Agent (in such capacity and together
with any successors in such capacity, the Administrative Agent),
(ii) agrees promptly to note on its books the security interests granted
to the Administrative Agent and confirmed under the Security Agreement, (iii)
agrees that it will comply with instructions of the Administrative Agent with
respect to the applicable Securities Collateral without further consent by the
applicable Pledgor, (iv) agrees to notify the Administrative Agent upon
obtaining knowledge of any interest in favor of any Person in the applicable
Securities Collateral that is adverse to the interest of the Administrative
Agent therein and (v) waives any right or requirement at any time
hereafter to receive a copy of the Security Agreement in connection with the
registration of any Securities Collateral thereunder in the name of the Administrative
Agent or its nominee or the exercise of voting rights by the Administrative
Agent or its nominee.

| |                                       | 
| | ------------------------------------- | 
| | [                                   ]
| |                                      
| | By:                                   | 
| |                                       | 
| | Name:                                
| | Title:                               

---



EXHIBIT 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This
Security Pledge Amendment, dated as of
[                    ],
is delivered pursuant to Section 5.1 of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the Security Agreement; capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement), dated as of
[                   ],
made by [                    ],
a
[                ]
(the Borrower), and the Guarantors party thereto in favor of
[______________________], as Administrative Agent (in such capacity and
together with any successors in such capacity, the Administrative Agent).  The undersigned hereby agrees that this
Pledge Amendment may be attached to the Security Agreement and that the Pledged
Securities and/or Pledged Notes listed on this Pledge Amendment shall be deemed
to be and shall become part of the Pledged Collateral and shall secure all
Obligations.

PLEDGED SECURITIES

|       |  |                                 |  |             |  |                      |  |                             |  |                                                                             
|------ |  | ------------------------------- |  | ----------- |  | -------------------- |  | --------------------------- |  | ----------------------------------------------------------------------------
|ISSUER |  | CLASS OF
  STOCK OR
  INTERESTS |  | PAR
  VALUE |  | CERTIFICATE
  NO(S). |  | NUMBER
OF SHARESORINTERESTS |  | PERCENTAGE OF
  ALL ISSUED
  CAPITAL OR OTHER
  EQUITY INTERESTS
  OF ISSUER
|       |  |                                 |  |             |  |                      |  |                             |  |                                                                             

---



PLEDGED NOTES

|       |  |                    |  |                    |  |               |  |              
|------ |  | ------------------ |  | ------------------ |  | ------------- |  | -------------
|ISSUER |  | PRINCIPAL
  AMOUNT |  | DATE OF
  ISSUANCE |  | INTEREST RATE |  | MATURITY DATE
|       |  |                    |  |                    |  |               |  |              

| |                                               | 
| | --------------------------------------------- | 
| | [__________________________________________],
| | as Pledgor                                    | 

| |        | 
| | ------ | 
| | By:    | 
| |        | 
| | Name: 
| | Title:

AGREED TO AND
ACCEPTED:

[___________________________],as
Administrative Agent

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 
|       |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 

---



EXHIBIT 3

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]
[Address of New Pledgor]

[Date]

| | 
| | 
| | 
| | 
| | 
| | 

Ladies and
Gentlemen:

Reference
is made to that certain security agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the Security Agreement;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement), dated as of
[                    
], made by
[                    
], a
[                                 ]
(the Borrower), and the Guarantors party thereto in favor of
[______________________], as Administrative Agent (in such capacity and
together with any successors in such capacity, the Administrative Agent).

This
letter supplements the Security Agreement and is delivered by the undersigned,
[                         ]
(the New Pledgor), pursuant to Section 3.5 of the Security Agreement.  The New Pledgor hereby agrees to be
bound as
a [Borrower] [Guarantor] and as a Pledgor by all of the terms, covenants and
conditions set forth in the Security Agreement to the same extent that it would
have been bound if it had been a signatory to the Security Agreement on the
execution date of the Security Agreement.
Without limiting the generality of the foregoing, the New Pledgor hereby
grants and pledges to the Administrative Agent, as collateral security for the
full, prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations, a Lien on and
security interest in, all of its right, title and interest in, to and under the
Pledged Collateral and expressly assumes all obligations and liabilities of a
[Borrower] [Guarantor] and Pledgor thereunder.
The New Pledgor hereby makes each of the representations and warranties
and agrees to each of the covenants applicable to the Pledgors contained in the
Security Agreement.

The
New Pledgor is executing and delivering to the Administrative Agent a
Perfection Certificate with respect to itself on and as of the date hereof.

This
agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.

---



THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

---



IN
WITNESS WHEREOF, the New Pledgor has caused this letter agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.

| |                 | 
| | --------------- | 
| | [NEW
  PLEDGOR]
| |                 | 
| | By:             | 
| |                 | 
| | Name:          
| | Title:         

AGREED TO AND
ACCEPTED:

[__________________________], as Administrative Agent

|       |  | 
|------ |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 
|       |  | 
|By:    |  | 
|       |  | 
|Name:  | 
|Title: | 

---



EXHIBIT 4

FORM OF CONTROL AGREEMENT CONCERNING
SECURITIES ACCOUNTS

This
Control Agreement Concerning Securities Accounts (this Control Agreement),
dated as of
[                         ], by and among __________ (the
Company),
[________________], as Administrative Agent for the Lenders and the Agents (the
Administrative Agent) and
[              ]
(the Securities Intermediary), is delivered pursuant to Section
3.4(c)of that certain security agreement (as amended, amended and
restated, supplemented or otherwise modified from time to time, the Security
Agreement), dated as of [__________], made by and among
[____________________] [(the Borrower)] [the Company],1each of the
Guarantors listed on the signature pages thereto (together with [the Borrower]
[the Company], the Pledgors), in favor of the Administrative Agent for
the benefit of the Lenders and the Agents.
This Control Agreement is for the purpose of perfecting the security
interests of the Secured Parties granted by the Pledgor in the Designated Securities
Accounts described below. Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Security Agreement.

Section
1. Confirmation of Establishment and Maintenance of Designated Accounts.  The Securities Intermediary hereby confirms
that (i) the Securities Intermediary has established for the Company and
maintains the securities account(s) listed in Schedule 1 annexed hereto
(such account(s), together with each such other securities account maintained
by the Company with the Securities Intermediary collectively, the Designated
Accounts and each a Designated Account), (ii) each of the
Designated Accounts is a securities account as such term is defined in
Section 8-501(a) of the UCC, (iii) the Securities Intermediary shall, subject
to the terms of this Control Agreement and the Security Agreement, treat the
Administrative Agent as entitled to exercise the rights that comprise any
financial asset which is Investment Property and which is credited to a
Designated Account and (iv) all securities or other property underlying any
financial assets which constitute Investment Property and which are credited to
any Designated Account shall be registered in the name of the Securities Intermediary,
indorsed to the Securities Intermediary or in blank or credited to another
securities account maintained in the name of the Securities Intermediary and in
no case will any financial asset credited to any Designated Account be
registered in the name of the Company, payable to the order of the Company or
specially endorsed to the Company, except to the extent the foregoing have been
specially endorsed to the Securities Intermediary or in blank.  For avoidance of doubt, it is noted that the
term Designated Accounts as used in any security agreement or collateral
agreement means both the Designated Accounts hereunder and the Designated Accounts
in the comparable agreement entered into with respect to any other Pledgor.

Section
2. Financial Assets Election.
The Securities Intermediary hereby agrees that each item of Investment
Property (whether investment property, financial asset,



---

1Use the Company if Borrower
owns the
Designated Account(s). If a Subsidiary
owns the Designated Account(s), use [_________________]. (the Borrower).


---



security,
instrument or cash) credited to any Designated Account shall be treated as a
financial asset within the meaning of Section 8-102(a)(9) of the UCC.

Section
3. Entitlement Order.  If at any
time the Securities Intermediary shall receive an entitlement order (within
the meaning of Section 8-102(a)(8) of the UCC) issued by the Administrative
Agent and relating to Investment Collateral or other Investment Property
maintained in one or more of the Designated Accounts, the Securities
Intermediary shall comply with such entitlement order without further consent
by the Company or any other Person.

Section
4. Subordination of Lien; Waiver of Set-Off.  In the event that the Securities Intermediary has or subsequently
obtains by agreement, operation of law or otherwise a security interest in any
Designated Account or any Investment Property, the Securities Intermediary
hereby agrees that such security interest shall be subordinate to the security
interest of the Administrative Agent.
The financial assets and other items deposited to any Designated Account
will not be subject to deduction, set-off, bankers lien, or any other right in
favor of any Person other than the Secured Parties (except that the Securities
Intermediary may set off (i) all amounts due to the Securities Intermediary in
respect of its customary fees and expenses for the routine maintenance and
operation of the Designated Accounts, including overdraft fees and amounts
advanced to settle authorized transactions, and (ii) the face amount of any
checks or other items which have been credited to any Designated Account but
are subsequently returned unpaid because of uncollected or insufficient funds).

Section
5. Choice of Law.  Both this
Control Agreement and the Designated Accounts shall be governed by the laws of
the State of New York.  Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Securities Intermediarys location and the Designated Accounts
(as well as the security entitlements related thereto) shall be governed by the
laws of the State of New York.

Section
6. Conflict with Other Agreements; Amendments.  As of the date hereof, there are no other agreements entered into
between the Securities Intermediary and the Company with respect to any
Designated Account or any security entitlements or other financial assets credited
thereto (other than standard and customary documentation with respect to the
establishment and maintenance of such Designated Accounts).  The Securities Intermediary and the Company
will not enter into any other agreement with respect to any Designated Account
unless the Administrative Agent shall have received prior written notice
thereof.  The Securities Intermediary
and the Company will not enter into any other agreement with respect to creation
or perfection of any security interest in, or control of security entitlements
maintained in any of the Designated Accounts without the prior written consent
of the Administrative Agent acting in its sole discretion.  In the event of any conflict with respect to
control over any Designated Account between this Control Agreement (or any
portion hereof) and any other agreement now existing or hereafter entered into,
the terms of this Control Agreement shall prevail.  No amendment or modification of this Control Agreement or waiver
of any rights hereunder shall be binding on any party hereto unless it is in
writing and is signed by all the parties hereto.

Section
7. Certain Agreements.

---



(i)
The Securities Intermediary acknowledges receipt of a copy of the Security
Agreement.

(ii)
The Securities Intermediary has furnished to the Administrative Agent and the
Company the most recent account statement issued by the Securities Intermediary
with respect to each of the Designated Accounts and the financial assets and
cash balances held therein.  The account
statement for each Designated Account identifies the Investment Collateral held
therein in the manner set forth on Exhibit B annexed hereto.  The Securities Intermediary represents and
warrants to the Administrative Agent that each such statement accurately reflects
the assets held in such Designated Account as of the date thereof.

(iii)
The Securities Intermediary will, upon its receipt of each supplement to the
Security Agreement signed by the Company and identifying one or more security
entitlements or other financial assets as Investment Collateral, enter into
its records, including computer records, with respect to each Designated
Account a notation with respect to Investment collateral so that such records
and reports generated with respect thereto identify the Investment Collateral
as Pledged.

(iv)
The Administrative Agent has delivered to the Securities Intermediary a list,
signed by an authorized representative (the Authorized Representative),
of the officers of the Administrative Agent authorized to give approvals or
instructions under this Control Agreement (including notices and other
instructions under Section 9 hereof) and the Securities Intermediary
shall be entitled to rely on communications from such authorized officers until
the earlier of (A) the termination of this Control Agreement in accordance with
the terms hereof, (B) notification by the Authorized Representative of a change
in the officers authorized to give approvals or instructions and (C) the assignment
of the rights of the Secured Parties in accordance with Section 11
hereof.

Section
8. Notice of Adverse Claims.
Except for the claims and interest of the Administrative Agent and of
the Company in the Investment Collateral and other Investment Property, the
Securities Intermediary on the date hereof does not know of any claim to, or security
interest in, any Designated Account or in any financial asset (as defined in
Section 8-102(a) of the UCC) credited thereto and does not know of any claim
that any Person other than the Administrative Agent has been given control of
any Designated Account or any such financial asset.  If any Person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process and any claim of control) against any of the Investment Collateral
or in any financial asset carried in any Designated Account constituting
Investment Property, the Securities Intermediary will promptly notify the
Administrative Agent and the Company thereof.

Section
9. Maintenance of Designated Accounts.
In addition to, and not in lieu of, the obligation of the Securities
Intermediary to honor entitlement orders as agreed in Section 3 hereof,
the Securities Intermediary agrees to maintain the Designated Accounts as follows:

| |                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Notice of Sole Control.  If at
  any time the Administrative Agent delivers to the Securities Intermediary a
  notice of sole control in substantially the form set forth in

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit A
  attached hereto (the Notice of Sole Control) with respect to any
  Designated Account, the Securities Intermediary agrees that, after receipt of
  such notice, it will take all instructions with respect to such Designated
  Account solely from the Administrative Agent.  Permitting settlement of trades pending at the time of receipt
  of such notice shall not constitute a violation of the immediately preceding
  sentence.  Without limiting the
  generality of the first sentence of this paragraph, upon receipt of a Notice
  of Sole Control, the Securities Intermediary shall (x) no longer permit
  any trading with respect to the applicable Investment Collateral to be
  initiated by the Company or any representative of, or investment manager
  appointed by, the Company and the Securities Intermediary shall follow all
  instructions given by an authorized officer of the Administrative Agent,
  including without limitation instructions for distribution or transfer of any
  Investment Collateral or other Investment Property in any Designated Account
  to be made to the Administrative Agent and (y) follow all instructions
  given by an authorized officer of the Administrative Agent, including,
  without limitation, instructions for distribution or transfer of any funds in
  any Designated Account to be made to the Administrative Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)
  Voting Rights.  Until such time
  as the Securities Intermediary receives a Notice of Sole Control pursuant to
  clause (i) of this Section 9, the Company, or an investment manager on
  behalf of the Company, shall direct the Securities Intermediary with respect
  to the voting of any Investment Collateral or other financial assets constituting
  Investment Property credited to any Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii)
  Permitted Dispositions.  Until
  such time as the Securities Intermediary receives either a Notice of Sole
  Control signed by the Administrative Agent with respect to some or all of the
  Investment Collateral and other Investment Property or a notice signed by the
  Administrative Agent that a proposed sale, exchange or transfer of certain Investment
  Collateral by or on behalf of the Company will violate the Security Agreement,
  the  Company, or any representative
  of, or investment manager appointed by, the Company, may direct the Securities
  Intermediary with respect to the sale, exchange or transfer of such
  Investment Collateral held in a Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)
  Statements and Confirmations.
  The Securities Intermediary will send copies of all statements and
  other correspondence (excluding routine confirmations) concerning any
  Designated Account or any financial assets constituting Investment Property
  credited thereto simultaneously to the Company and the Administrative Agent
  at the address set forth in Section 12 hereof.  The Securities Intermediary will provide
  to the Administrative Agent and to the Company, upon the Administrative
  Agents request therefor from time to time (which may be as frequent as daily
  and is expected to be at least as frequent as weekly) and, in any event as of
  the last business day of each calendar month, a statement of the market value
  of each item of the Investment Collateral in each Designated Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v)
  Bailee for Perfection.  The
  Securities Intermediary acknowledges that, in the event that it should come
  into possession of any certificate representing any security or other assets
  held as Investment Collateral in any of the Designated Accounts, the
  Securities Intermediary shall retain possession of the same for the benefit
  of the Administrative Agent (and such act shall cause the Securities
  Intermediary to be deemed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a bailee for
  the Administrative Agent, if necessary) to perfect the Administrative Agents
  security interest in such securities or assets.  The Securities Intermediary hereby acknowledges its receipt of
  a copy of the Security Agreement as notice to the Securities Intermediary
  regarding notice of a security interest in collateral held by a bailee.                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (vi)
  Certain Matters Relating to Interest, Dividends, etc.  Until receipt of a Notice of Sole Control
  with respect to some or all of the Investment Collateral (or of a notice from
  the Administrative Agent, making reference to this Section 9(vi), that
  an Event of Default, as defined in the Security Agreement, has occurred and
  is continuing), the Securities Intermediary shall have no responsibility to
  furnish reports to the Administrative Agent with respect to, or to segregate
  or otherwise account to the Administrative Agent for, dividends, interest or
  other amounts received in Designated Accounts with respect to Investment
  Collateral.

Section
10. Representations, Warranties and Covenants of the Securities Intermediary.  The Securities Intermediary hereby makes the
following representations, warranties and covenants:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Designated Accounts have been established as set forth in Section 1
  hereof and each Designated Account will be maintained in the manner set forth
  herein until termination of this Control Agreement.  The Securities Intermediary shall not change the name or
  account number of any Designated Account without the prior written consent of
  the Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)
  No financial asset constituting Investment Collateral is or will be registered
  in the name of the Company, payable to its order or specially indorsed to it,
  except to the extent such financial asset has been indorsed to the Securities
  Intermediary or in blank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)
  This Control Agreement is the valid and legally binding obligation of the
  Securities Intermediary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)
  The Securities Intermediary has not entered into any agreement with any other
  Person pursuant to which it has agreed to comply with entitlement orders (as
  defined in Section 8-102(a)(8) of the UCC) with respect to financial
  assets credited to any Designated Account.
  Until the termination of this Control Agreement the Securities Intermediary
  will not, without the written approval of the Administrative Agent, enter
  into any agreement with any Person pursuant to which it agrees to comply with
  entitlement orders with respect to Investment Collateral.  Until the termination of this Control
  Agreement, the Securities Intermediary will not, without the written approval
  of the Administrative Agent (which shall not be unreasonably withheld), enter
  into any agreement with any Person relating to any Designated Account or any
  financial assets credited thereto pursuant to which it agrees to comply with
  entitlement orders of such Person.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)
  The Securities Intermediary is a securities intermediary as defined in Article
  8-102(a)(14) of the UCC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---



| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)
  The Securities Intermediary has not entered into any other agreement with the
  Company or Administrative Agent purporting to limit or condition the
  obligation of the Securities Intermediary to comply with entitlement orders
  with respect to financial assets credited to any Designated Account as set
  forth in Section 3 hereof.

Section
11. Successors; Assignment.  The
terms of this Control Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective corporate successors and
permitted assignees.

Section
12. Notices.  Any notice, request
or other communication required or permitted to be given under this Control
Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and
electronic confirmation of error free receipt is received or two (2) days
after being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed to the party at the address set forth
below.

| |                |                                       
| | -------------- | --------------------------------------
| | Pledgors:      | [                                    ]
| |                | [Address]                             
| |                | Attention:                            
| |                | Telecopy:                             
| |                | Telephone:                            
| |                |                                       
| |                | with copy
  to:                       
| |                |                                       
| |                | [                                    ]
| |                | [Address]                             
| |                | Attention:                            
| |                | Telecopy:                             
| |                | Telephone:                            
| |                |                                       
| | Securities     |                                       
| | Intermediary:  | [                                    ]
| |                | [Address]                             
| |                | Attention:                            
| |                | Telecopy:                             
| |                | Telephone:                            
| |                |                                       
| | Administrative |                                       
| | Agent:         | [                                    ]
| |                | [Address]                             
| |                | Attention:                            
| |                | Telecopy:                             
| |                | Telephone:                            
| |                |                                       
| |                | with a copy
  to:                     

---



| |                             
| | ----------------------------
| | Winston
  & Strawn LLP      
| | 200 Park
  Avenue           
| | New York, NY
  10166        
| | Attention: William D. Brewer
| | Telecopy.: (212) 294-4700   

Any
party may change its address for notices in the manner set forth above.

Section
13. Termination.  The rights and
powers granted herein to the Administrative Agent have been granted in order to
perfect the security interests of the Secured Parties in the Investment
Collateral and other Investment Property maintained in the Designated Accounts,
are powers coupled with an interest and will be affected neither by the bankruptcy
of the Company nor by the lapse of time.
The obligations of the Securities Intermediary hereunder shall continue
in effect until the security interests of the Secured Parties with respect to
the Investment Collateral and other Investment Property have been terminated
and an Authorized Representative has notified the Securities Intermediary of
such termination in writing.

Section
14. Definitions.  The following
terms shall have the following meanings:

Investment
Collateral shall mean, all investment property, as such term is used in
the UCC, of the Company and, in any event, shall include, without limitation,
(i) the Designated Account, (ii) all financial assets, cash, checks,
drafts, securities and instruments deposited or held or required to be
deposited or held in the Designated Account and all security entitlements
relating thereto, (iii) all investments and all certificates and
instruments, if any, from time to time representing or evidencing any other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing items listed in clauses (i)
and (ii) of this definition and (iv) each consent, control or other
agreement, including, without limitation, this Control Agreement, entered into
by the Company with the Securities Intermediary and all rights, if any, and
interests of the Company in, to and under each such consent, control or other
agreement; provided, however, that Investment Collateral shall in
no event include the Securities Collateral.

UCC
shall mean the Uniform Commercial Code as in effect in the State of New York.

Section
15. Severability.  If any term or
provision set forth in this Agreement shall be invalid or unenforceable, the
remainder of this Agreement, other than those provisions held invalid or
unenforceable, shall be construed in all respects as if such invalid or unenforceable
term or provision were omitted.

---



Section
16. Counterparts.  This Control
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Control Agreement by signing and delivering one or more counterparts.

[Signature Page Follows]

---



| |                                                                              |       
| | ---------------------------------------------------------------------------- | ------
| | [                                                                         ],
| | as Pledgor                                                                  
| |                                                                              |       
| | By:                                                                          |       
| |                                                                              |       
| |                                                                              | Name: 
| |                                                                              | Title:
| |                                                                              |       
| | [______________________],                                                   
| | as
  Administrative Agent                                                   
| |                                                                              |       
| | By:                                                                          |       
| |                                                                              |       
| |                                                                              | Name: 
| |                                                                              | Title:
| |                                                                              |       
| | [                                                                         ],
| | as Securities Intermediary                                                  
| |                                                                              |       
| | By:                                                                          |       
| |                                                                              |       
| |                                                                              | Name: 
| |                                                                              | Title:

---



SCHEDULE I

Designated Account(s)

---



EXHIBIT A

[Letterhead of [______________________]]

[Date]

[Securities
Intermediary]
[Address]

Attention:

Re:
Notice of Sole Control

Ladies and
Gentlemen:

As
referenced in Section 9(i) of the Control Agreement Concerning
Designated Accounts dated as of
[                         ],
by and among
[                         ]
(the Company), us and you (the Control Agreement; capitalized terms
used but not defined herein shall have the meanings assigned to such terms in
the Control Agreement) (a copy of which is attached) we hereby give you notice
of our sole control over the Investment Collateral and other financial assets
constituting Investment Property maintained in the securities accounts, account
numbers ________________ (the Specified Designated Accounts).  You are hereby instructed not to accept any
direction, instruction or entitlement order with respect to Investment
Collateral maintained in the Specified Designated Accounts or the financial
assets constituting Investment Property credited thereto from any Person other
than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You
are instructed to deliver a copy of this notice by facsimile transmission to
[Company].

|                        |                           |       
|----------------------- | ------------------------- | ------
|                        | Very truly
  yours,      
|                        |                          
|                        | [______________________],
|                        | as
  Administrative Agent
|                        |                           |       
|                        | By:                       |       
|                        |                           |       
|                        |                           | Name: 
|                        |                           | Title:
|                        |                           |       
|cc: [Name of
  Company] |                           |       
|                        |                           |       
|                        | By:                       |       
|                        |                           |       
|                        |                           | Name: 
|                        |                           | Title:

---



EXHIBIT 5-A

FORM OF CONTROL AGREEMENT CONCERNING DEPOSIT
ACCOUNTS
(Springing Dominion)

This
CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this Control Agreement),
dated as of
[                    ],
by and among
[                    ]
(the Company), UBS AG, STAMFORD BRANCH, as Administrative Agent for
the Lenders and the Agents (the Administrative Agent), and
[                               ]
(the Bank), is delivered pursuant to Section 3.4(b)of
that certain security agreement (as amended, amended and restated, supplemented
or otherwise modified from time to time, the Security Agreement),
dated as of [__________], made by [____________________] [(the Borrower)]
[the Company],1and each of the Guarantors listed on the signature pages thereto (together with
[the Borrower] [the Company], the Pledgors), in favor of the
Administrative Agent for the benefit of the Lenders and the Agents. This Control Agreement is for the purpose of
perfecting the security interests of the Administrative Agent granted by the
Company in the Designated Accounts described below. All references herein to the UCC shall mean the Uniform
Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Security Agreement.

Section
1. Confirmation of Establishment and Maintenance of Designated Accounts.  The Bank hereby confirms that (i) the Bank
has established for the Company and maintains the deposit account(s) listed in Schedule
1 annexed hereto (such deposit account(s), collectively, the Designated
Accounts and each a Designated Account) and (ii) each Designated
Account is a deposit account as such term is defined in Article 9 of the
UCC.  For avoidance of doubt, it is
noted that the term Designated Accounts as used in any security agreement
means both the Designated Accounts hereunder and the Designated Accounts in
the comparable agreement entered into with respect to any other Pledgor.

Section
2. Control.  The Administrative
Agent shall at all times (i) have control (as defined in Section 9-104
of the UCC) of any Designated Account and (ii) be authorized to direct the
Bank to comply, without further consent of the Company or any Person acting or
purporting to act for the Company being required, with all instructions
originated by the Administrative Agent directing disposition of the funds in
the Designated Account.  The Company,
the Administrative Agent, and the Bank agree that the Bank will comply with
instructions originated by the Administrative Agent directing the disposition
of the funds in the Designated Account without further consent by the
Company.  The Bank shall also comply
with instructions directing the disposition of funds in the Designated Accounts
originated by the Company or its authorized representatives until such time as
the Administrative Agent delivers a Notice of Sole Control pursuant to Section
8(i) hereof to the Bank.



---

1Use the Company if Borrower
owns the
Designated Account(s). If a Subsidiary
owns the Designated Account(s), use [_________________]. (the Borrower).


---



Section
3. Subordination of Lien; Waiver of Set-Off.  In the event that the Bank has or subsequently obtains by
agreement, operation of law or otherwise a security interest in any Designated
Account, the Bank hereby agrees that such security interest shall be subordinate
to that of the Secured Parties.  The funds
deposited into any Designated Account will not be subject to deduction,
set-off, bankers lien, or any other right in favor of any Person other than
the Secured Parties (except that the Bank may set off (i) all amounts due to
the Bank in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees,
and (ii) the face amount of any checks or other items which have been credited
to any Designated Account but are subsequently returned unpaid because of
uncollected or insufficient funds).

Section
4. Choice of Law.  Both this
Control Agreement and the Designated Accounts shall be governed by the law of
the State of New York.  Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Banks jurisdiction and the Designated Accounts shall be
governed by the law of the State of New York.

Section
5. Conflict with Other Agreements; Amendments.  As of the date hereof, there are no other agreements entered into
between the Bank and the Company with respect to any Designated Account or any
funds credited thereto (other than standard and customary documentation with
respect to the establishment and maintenance of such Designated Accounts).  The Bank and the Company will not enter into
any other agreement with respect to any Designated Account, other than standard
and customary documentation with respect to the establishment and maintenance
of such Designated Accounts, unless the Administrative Agent shall have
received prior written notice thereof.
The Bank and the Company will not enter into any other agreement with
respect to control of the Designated Accounts without the prior written consent
of the Administrative Agent acting in its sole discretion.  In the event of any conflict with respect to
control over any Designated Account between this Control Agreement (or any
portion hereof) and any other agreement now existing or hereafter entered into,
the terms of this Control Agreement shall prevail.  No amendment or modification of this Control Agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all the parties hereto.

Section
6. Certain Agreements.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Bank has furnished to the Administrative Agent and the Company the most
  recent account statement issued by the Bank with respect to each of the
  Designated Accounts and the cash balances held therein.  The Bank represents and warrants to the
  Administrative Agent that such statement accurately reflects the assets held
  in such Designated Account as of the date thereof.                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)
  The Administrative Agent has delivered to the Bank a list, signed by an authorized
  representative (the Authorized Representative), of the officers of
  the Administrative Agent authorized to give approvals or instructions under
  this Control Agreement (including notices and other instructions under Section
  8 hereof) and the Bank shall be entitled to rely on communications from
  such authorized officers until the earlier of (A) the termination of this
  Control Agreement in accordance with the terms hereof, (B)

---



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the
  notification by the Authorized Representative of a change and (C) the assignment
  of the rights of the Secured Parties in accordance with Section 11
  hereof.

Section
7. Notice of Adverse Claims.
Except for the claims and interest of the Administrative Agent and of
the Company in the Designated Accounts, the Bank on the date hereof does not
know of any claim to, or security interest in, any Designated Account or in any
funds credited thereto and does not know of any claim that any Person other
than the Administrative Agent has been given control of any Designated
Account or any such funds.  If any
Person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process and
any claim of control) against any funds in any Designated Account, the Bank
will promptly notify the Administrative Agent and the Company thereof.

Section
8. Maintenance of Designated Accounts.
In addition to, and not in lieu of, the obligation of the Bank agreed in
Section 2 hereof, the Bank agrees to maintain the Designated Accounts as
follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  Notice of Sole Control.  If at
  any time the Administrative Agent delivers to the Bank a notice of sole
  control in substantially the form set forth in Exhibit A attached hereto
  (the Notice of Sole Control) with respect to any Designated Account,
  the Bank agrees that, after receipt of such notice, it will take all
  instruction with respect to such Designated Account solely from the
  Administrative Agent.  Without
  limiting the generality of the first sentence of this paragraph, upon receipt
  of a Notice of Sole Control, the Bank shall follow all instructions given by
  an authorized officer of the Administrative Agent, including, without
  limitation, instructions for distribution or transfer of any funds in any
  Designated Account to be made to the Administrative Agent.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)
  Permitted Dispositions.  Until
  such time as the Bank receives a Notice of Sole Control signed by the
  Administrative Agent with respect to a Designated Account, the Company, or
  any representative of the Company, may direct the Bank with respect to the
  transfer of the funds held in such Designated Account.  Until such time as the Bank receives a
  Notice of Sole Control, the Company shall be entitled to write checks against
  amounts in each Designated Account, and make withdrawals, transfers, and
  other dispositions of the funds in each Designated Account.                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)
  Statements and Confirmations.
  The Bank will promptly send copies of all statements and other
  correspondence (excluding routine confirmations) concerning any Designated
  Account to the Company and the Administrative Agent at the addresses set
  forth in Section 11 hereof.
  The Bank will promptly provide to the Administrative Agent and to the
  Company, upon the Administrative Agents request therefor from time to time
  and in any event as of the last business day of each calendar month, a
  statement of the cash balance in each Designated Account.                                                                                                                                                                                                                                         

Section
9. Representations, Warranties and Covenants of the Bank.  The Bank hereby makes the following representations,
warranties and covenants:

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Designated Accounts have been established as set forth in Section 1
  hereof and each Designated Account will be maintained in the manner set forth
  herein until termination of this Control Agreement.  The Bank shall not change the name or account number of any
  Designated Account without the prior written consent of the Administrative
  Agent.                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)
  The Bank is a bank, as such term is defined in the UCC.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii)
  This Control Agreement is the valid and legally binding obligation of the
  Bank.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv)
  The Bank has not entered into any agreement with any other Person pursuant to
  which it has agreed to comply with any orders or instructions with respect to
  any Designated Account.  Until the
  termination of this Control Agreement, the Bank will not, without the written
  approval of the Administrative Agent, enter into any agreement with any
  Person pursuant to which it agrees to comply with any orders or instructions
  of such Person with respect to any Designated Account.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v)
  The Bank has not entered into any other agreement with the Company or the
  Administrative Agent purporting to limit or condition the obligation of the
  Bank to comply with any orders or instructions with respect to any Designated
  Account as set forth in Section 2 hereof.                                                                                                                                                                                                                  

Section
10. Successors; Assignment.  The
terms of this Control Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective corporate successors and
permitted assignees.

Section
11. Notices.  Any notice, request
or other communication required or permitted to be given under this Control
Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and
electronic confirmation of error free receipt is received or two (2) days
after being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed to the party at the address set forth
below.

| |          |                                       
| | -------- | --------------------------------------
| | Company: | [                                    ]
| |          | [Address]                             
| |          | Attention:                            
| |          | Telecopy:                             
| |          | Telephone:                            
| |          |                                       
| |          | with copy
  to:                       
| |          |                                       
| |          | [                                    ]
| |          | [Address]                             
| |          | Attention:                            
| |          | Telecopy:                             
| |          | Telephone:                            

---



| |                   |                                       
| | ----------------- | --------------------------------------
| | Bank:             | [                                    ]
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            
| |                   |                                       
| | Administrative    |                                       
| | Agent:            | [                                    ]
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            
| |                   |                                       
| | with a copy
  to: |                                       
| |                   |                                       
| |                   | [                                    ]
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            

Any
party may change its address for notices in the manner set forth above.

Section
12. Termination.  The rights and
powers granted herein to the Administrative Agent have been granted in order to
perfect the security interests of the Secured Parties in the Designated
Accounts, are powers coupled with an interest and will be affected neither by
the bankruptcy of the Company nor by the lapse of time.  The obligations of the Bank hereunder shall
continue in effect until the termination of the security interests of the
Secured Parties (including, without limitation, by virtue of the notice
pursuant to Section 11 hereof) with respect to the Designated Accounts
have been terminated and an Authorized Representative has notified the Bank of
such termination in writing.

Section
13. Severability.  If any term or
provision set forth in this Agreement shall be invalid or unenforceable, the
remainder of this Agreement, other than those provisions held invalid or
unenforceable, shall be construed in all respects as if such invalid or unenforceable
term or provision were omitted.

Section
14. Counterparts.  This Control
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Control Agreement by signing and delivering one or more counterparts.

[Signature Page Follows]

---



IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective officers thereunto duly authorized, as of the date first above
written.

| |                                                                              |        | 
| | ---------------------------------------------------------------------------- | ------ | 
| | [                                                                         ], |       
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | [                                       ],                                   |       
| | as
  Administrative Agent                                                    |       
| |                                                                              |       
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | [                                                                         ], |       
| | as Bank                                                                      |       
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 

---



SCHEDULE 1

Designated Accounts

---



EXHIBIT A

Letterhead of UBS AG, Stamford Branch

[Date]

[Bank]
[Address]

Attention:  _______________

Re:
Notice of Sole Control

Ladies and
Gentlemen:

As
referenced in Section 8(i) of the Control Agreement Concerning Deposit
Accounts dated as of _______, 2005, by and among D 56, Inc., a Minnesota
corporation and Lenox, Incorporated, a New Jersey corporation (collectively,
the Company), us and you (the Control Agreement; capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Control Agreement) (a copy of which is attached) we hereby give
you notice of our sole control over the Designated Account(s), account number(s):
_____________________________________________ (the Specified
Designated Accounts).  You are
hereby instructed not to accept any direction or instructions with respect to
the Specified Designated Accounts or any funds credited thereto from any Person
other than the undersigned, unless otherwise ordered by a court of competent
jurisdiction.

You
are instructed to deliver a copy of this notice by facsimile transmission to
the Company.

| |                            |        | 
| | -------------------------- | ------ | 
| | Very truly
  yours,        |       
| |                            |        | 
| | UBS AG,
  Stamford Branch, |       
| | as
  Administrative Agent  |       
| |                            |        | 
| | By:                        |        | 
| |                            |        | 
| |                            | Name:  | 
| |                            | Title: | 
| |                            |        | 
| | By:                        |        | 
| |                            |        | 
| |                            | Name:  | 
| |                            | Title: | 

cc:  D 56, Inc., and Lenox, Incorporated

---



EXHIBIT 5-B

FORM OF CONTROL AGREEMENT CONCERNING DEPOSIT
ACCOUNTS
(Full Dominion)

This
CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this Control Agreement),
dated as of
[               ],
by and among
[               ]
(the Company), UBS AG, STAMFORD BRANCH, as Administrative Agent for
the Lenders and the Agents (the Administrative Agent), and
[                        ]
(the Bank), is delivered pursuant to Section 3.4(b)of
that certain security agreement (as amended, amended and restated, supplemented
or otherwise modified from time to time, the Security Agreement),
dated as of [__________], made by [____________________] [(the Borrower)]
[the Company],1 and each of the Guarantors listed on the signature pages thereto (together with
[the Borrower] [the Company], the Pledgors), in favor of the
Administrative Agent for the benefit of the Lenders and the Agents. This Control Agreement is for the purpose of
perfecting the security interests of the Administrative Agent granted by the
Company in the Designated Accounts described below. All references herein to the UCC shall mean the Uniform
Commercial Code as in effect from time to time in the State of New York. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Security Agreement.

Section
1. Confirmation of Establishment and Maintenance of Designated Accounts.  The Bank hereby confirms that (i) the Bank
has established for the Company and maintains the deposit account(s) listed in Schedule
1 annexed hereto (such deposit account(s), collectively, the Designated
Accounts and each a Designated Account) and (ii) each Designated
Account is a deposit account as such term is defined in Article 9 of the
UCC.  For avoidance of doubt, it is
noted that the term Designated Accounts as used in any security agreement
means both the Designated Accounts hereunder and the Designated Accounts in
the comparable agreement entered into with respect to any other Pledgor.

Section
2. Control.  The Administrative
Agent shall at all times (i) have control (as defined in Section 9-104
of the UCC) of any Designated Account and (ii) be authorized to direct the
Bank to comply, without further consent of the Company or any Person acting or
purporting to act for the Company being required, with all instructions
originated by the Administrative Agent directing disposition of the funds in
the Designated Account.  The Company,
the Administrative Agent, and the Bank agree that the Bank will comply with
instructions originated by the Administrative Agent directing the disposition
of the funds in the Designated Account without further consent by the
Company.  The Company, the
Administrative Agent, and the Bank further agree that the Bank shall not comply
with any instructions directing the disposition of funds in the Designated
Accounts originated by the Company or any of its representatives.



---

1Use the Company if Borrower
owns the
Designated Account(s). If a Subsidiary
owns the Designated Account(s), use [_________________]. (the Borrower).


---



Section
3. Subordination of Lien; Waiver of Set-Off.  In the event that the Bank has or subsequently obtains by
agreement, operation of law or otherwise a security interest in any Designated
Account, the Bank hereby agrees that such security interest shall be subordinate
to that of the Secured Parties.  The
funds deposited into any Designated Account will not be subject to deduction,
set-off, bankers lien, or any other right in favor of any Person other than
the Secured Parties (except that the Bank may set off (i) all amounts due to
the Bank in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees,
and (ii) the face amount of any checks or other items which have been credited
to any Designated Account but are subsequently returned unpaid because of
uncollected or insufficient funds).

Section
4. Choice of Law.  Both this
Control Agreement and the Designated Accounts shall be governed by the law of
the State of New York.  Regardless of
any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Banks jurisdiction and the Designated Accounts shall be
governed by the law of the State of New York.

Section
5. Conflict with Other Agreements; Amendments.  As of the date hereof, there are no other agreements entered into
between the Bank and the Company with respect to any Designated Account or any
funds credited thereto (other than standard and customary documentation with
respect to the establishment and maintenance of such Designated Accounts).  The Bank and the Company will not enter into
any other agreement with respect to any Designated Account, other than standard
and customary documentation with respect to the establishment and maintenance
of such Designated Accounts, unless the Administrative Agent shall have
received prior written notice thereof.
The Bank and the Company will not enter into any other agreement with
respect to control of the Designated Accounts without the prior written consent
of the Administrative Agent acting in its sole discretion.  In the event of any conflict with respect to
control over any Designated Account between this Control Agreement (or any
portion hereof) and any other agreement now existing or hereafter entered into,
the terms of this Control Agreement shall prevail.  No amendment or modification of this Control Agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all the parties hereto.

Section
6. Certain Agreements.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  The Bank has furnished to the Administrative Agent and the Company the most
  recent account statement issued by the Bank with respect to each of the
  Designated Accounts and the cash balances held therein.  The Bank represents and warrants to the
  Administrative Agent that such statement accurately reflects the assets held
  in such Designated Account as of the date thereof.                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)
  The Administrative Agent has delivered to the Bank a list, signed by an authorized
  representative (the Authorized Representative), of the officers of
  the Administrative Agent authorized to give approvals or instructions under
  this Control Agreement (including notices and other instructions under Section
  8 hereof) and the Bank shall be entitled to rely on communications from
  such authorized officers until the earlier of (A) the termination of this
  Control Agreement in accordance with the terms hereof, (B)

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| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the
  notification by the Authorized Representative of a change and (C) the assignment
  of the rights of the Secured Parties in accordance with Section 11
  hereof.

Section
7. Notice of Adverse Claims.
Except for the claims and interest of the Administrative Agent and of
the Company in the Designated Accounts, the Bank on the date hereof does not
know of any claim to, or security interest in, any Designated Account or in any
funds credited thereto and does not know of any claim that any Person other
than the Administrative Agent has been given control of any Designated
Account or any such funds.  If any
Person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process and
any claim of control) against any funds in any Designated Account, the Bank
will promptly notify the Administrative Agent and the Company thereof.

Section
8. Maintenance of Designated Accounts.
In addition to, and not in lieu of, the obligation of the Bank agreed in
Section 2 hereof, the Bank agrees to maintain the Designated Accounts as
follows:

| |                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  No later than 10:00 a.m. (Eastern time) on each Business Day, the
  Bank shall, automatically and without further direction, initiate a
  federal funds wire transfer of all available funds in the Designated
  Accounts, at the Companys cost and expense, to the following account (or such other
  account as may be designed in writing by the Administrative Agent):

| |                              
| | -----------------------------
| | UBS
  AG, Stamford Branch    
| | Stamford,
  Connecticut      
| | ABA
  No. 026 007 993        
| | Account
  No. _______________
| | Attention:  _______________  
| | Reference:  ________________ 
| |                              

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
  The Company shall have no authority to withdraw any amount from, draw upon,
  or otherwise exercise powers as a depositor or owner with respect to the
  Designated Accounts and the funds deposited therein.                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)
  The Bank will promptly send copies of all statements and other correspondence
  (excluding routine confirmations) concerning any Designated Account to the
  Company and the Administrative Agent at the addresses set forth in Section 11
  hereof.  The Bank will promptly
  provide to the Administrative Agent and to the Company, upon the
  Administrative Agents request therefor from time to time, a statement of the
  cash balance in each Designated Account.

Section
9. Representations, Warranties and Covenants of the Bank.  The Bank hereby makes the following
representations, warranties and covenants:

| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The
  Designated Accounts have been established as set forth in Section 1
  hereof and each Designated Account will be maintained in the manner set forth
  herein until termination of this Control Agreement.  The Bank shall not change the name or

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | account
  number of any Designated Account without the prior written consent of the
  Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii) The
  Bank is a bank, as such term is defined in the UCC.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii) This
  Control Agreement is the valid and legally binding obligation of the Bank.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv) The
  Bank has not entered into any agreement with any other Person pursuant to
  which it has agreed to comply with any orders or instructions with respect to
  any Designated Account.  Until the
  termination of this Control Agreement, the Bank will not, without the written
  approval of the Administrative Agent, enter into any agreement with any
  Person pursuant to which it agrees to comply with any orders or instructions
  of such Person with respect to any Designated Account.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v) The Bank
  has not entered into any other agreement with the Company or the
  Administrative Agent purporting to limit or condition the obligation of the
  Bank to comply with any orders or instructions with respect to any Designated
  Account as set forth in Section 2 hereof.                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Section
10. Successors; Assignment.  The
terms of this Control Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective corporate successors and
permitted assignees.

Section
11. Notices.  Any notice, request
or other communication required or permitted to be given under this Control
Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by telecopy or other electronic means and
electronic confirmation of error free receipt is received or two (2) days
after being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed to the party at the address set forth
below.

| |          |                                            
| | -------- | -------------------------------------------
| | Company: | [                                    ]     
| |          | [Address]                                  
| |          | Attention:                                 
| |          | Telecopy:                                  
| |          | Telephone:                                 
| |          |                                            
| |          | with copy
  to:                            
| |          |                                            
| |          | [                                         ]
| |          | [Address]                                  
| |          | Attention:                                 
| |          | Telecopy:                                  
| |          | Telephone:                                 
| | Bank:    | [                                    ]     

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| |                   |                                       
| | ----------------- | --------------------------------------
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            
| |                   |                                       
| | Administrative    |                                       
| | Agent:            | [                                    ]
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            
| |                   |                                       
| | with a copy
  to: |                                       
| |                   |                                       
| |                   | [                                    ]
| |                   | [Address]                             
| |                   | Attention:                            
| |                   | Telecopy:                             
| |                   | Telephone:                            

Any
party may change its address for notices in the manner set forth above.

Section
12. Termination.  The rights and
powers granted herein to the Administrative Agent have been granted in order to
perfect the security interests of the Secured Parties in the Designated
Accounts, are powers coupled with an interest and will be affected neither by
the bankruptcy of the Company nor by the lapse of time.  The obligations of the Bank hereunder shall
continue in effect until the termination of the security interests of the
Secured Parties (including, without limitation, by virtue of the notice
pursuant to Section 11 hereof) with respect to the Designated Accounts
have been terminated and an Authorized Representative has notified the Bank of
such termination in writing.

Section
13. Severability.  If any term or
provision set forth in this Agreement shall be invalid or unenforceable, the
remainder of this Agreement, other than those provisions held invalid or
unenforceable, shall be construed in all respects as if such invalid or unenforceable
term or provision were omitted.

Section
14. Counterparts.  This Control
Agreement may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this
Control Agreement by signing and delivering one or more counterparts.

[Signature Page Follows]

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IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

| |                                                                              |        | 
| | ---------------------------------------------------------------------------- | ------ | 
| | [                                                                         ], |       
| |                                                                              |       
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | UBS AG,
  STAMFORD BRANCH,                                                   |       
| | as
  Administrative Agent                                                    |       
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 
| |                                                                              |        | 
| | [                                                                         ], |       
| | as Bank                                                                      |       
| |                                                                              |        | 
| | By:                                                                          |        | 
| |                                                                              |        | 
| |                                                                              | Name:  | 
| |                                                                              | Title: | 

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SCHEDULE 1

Designated Accounts

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