Exhibit 10.43

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                                                       Execution Version
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                               SECURITY AGREEMENT

     THIS SECURITY  AGREEMENT  (this  "Security  Agreement") is made and entered
into as of October 31, 2005 by MAIN STREET  RESTAURANT  GROUP,  INC., a Delaware
corporation   (the  "Borrower"  and  a  "Grantor"),   EACH  OF  THE  UNDERSIGNED
SUBSIDIARIES  OF THE  BORROWER  AND EACH OTHER  PERSON WHO SHALL  BECOME A PARTY
HERETO BY EXECUTION OF A SECURITY  JOINDER  AGREEMENT  (each a "Guarantor" and a
"Grantor",  and collectively  with the Borrower,  the  "Grantors"),  and BANK OF
AMERICA,  N.A., a national banking  association,  as  Administrative  Agent (the
"Administrative  Agent") for each of the Lenders now or  hereafter  party to the
Credit Agreement defined below (collectively with the Administrative  Agent, and
certain  other  Persons   parties  to  Related  Credit   Arrangements   as  more
particularly  described  in Section 21 hereof,  the  "Secured  Parties")  now or
hereafter  party to the Credit  Agreement (as defined  below).  All  capitalized
terms used but not  otherwise  defined  herein or  pursuant  to Section 1 hereof
shall have the respective  meanings assigned thereto in the Credit Agreement (as
defined below).

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  the  Secured  Parties  have  agreed to provide to the  Borrower a
certain term loan facility and revolving credit facility with a letter of credit
sublimit  pursuant to the Credit  Agreement  dated as of October 31, 2005 by and
among the Borrower,  the  Administrative  Agent and the Lenders (as from time to
time amended,  revised,  modified,  supplemented  or amended and  restated,  the
"Credit Agreement"); and

     WHEREAS,  as  collateral  security  for  payment  and  performance  of  the
Obligations  and the  obligations and liabilities of any Loan Party now existing
or hereafter arising under Related Credit Arrangements,  the Borrower is willing
to grant to the  Administrative  Agent for the benefit of the Secured  Parties a
security  interest in all of its personal  property  and assets  pursuant to the
terms of this Security Agreement; and

     WHEREAS,  each Guarantor will materially benefit from the Loans to be made,
and the  Letters of Credit to be issued,  under the  Credit  Agreement  and each
Guarantor  is a party (as  signatory  or by joinder)  to a Guaranty  pursuant to
which each Guarantor guarantees the Obligations of the Borrower; and

     WHEREAS,  as  collateral  security  for  payment  and  performance  by each
Guarantor of its  Guarantor's  Obligations  (as defined in the Guaranty to which
such Guarantor is a party),  and the payment and  performance of its obligations
and liabilities  (whether now existing or hereafter  arising) hereunder or under
any of the other Loan Documents to which it is now or hereafter becomes a party,
each Guarantor is willing to grant to the  Administrative  Agent for the benefit
of the Secured Parties a security  interest in certain of its personal  property
and assets pursuant to the terms of this Security Agreement; and

     WHEREAS, the Secured Parties are unwilling to enter into the Loan Documents
unless the Borrower and the Guarantors enters into this Security Agreement;


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     NOW,  THEREFORE,  in order to induce the Secured  Parties to enter into the
Loan  Documents  and to make Loans and issue  Letters of Credit,  and in further
consideration of the premises and the mutual  covenants  contained  herein,  the
parties hereto agree as follows:

     1.   Certain  Definitions.  Terms  used in  this  Security  Agreement,  not
otherwise  expressly  defined herein or in the Credit  Agreement,  and for which
meanings  are provided in the Uniform  Commercial  Code of the State of New York
(the "UCC"),  shall have such meanings.  The term "Qualifying Control Agreement"
shall  have the  meaning  set forth on  Schedule  1 hereto.  The term  "Excluded
Property" shall have the meaning set forth in Section 2.

     2.   Grant of Security  Interest.  The Borrower hereby grants as collateral
security for the payment, performance and satisfaction of all of the Obligations
and the  obligations and liabilities of any Loan Party now existing or hereafter
arising under Related Credit  Arrangements,  and each Guarantor hereby grants as
collateral security for the payment,  performance and satisfaction of all of its
Guarantor's  Obligations  (as  defined  in its  Guaranty)  and the  payment  and
performance  of  its  obligations  and  liabilities  (whether  now  existing  or
hereafter arising) hereunder or under any of the other Loan Documents or Related
Credit  Arrangements  to  which it is now or  hereafter  becomes  a party  (such
obligations and  liabilities of the Borrower and the other Grantors  referred to
collectively as the "Secured Obligations"),  to the Administrative Agent for the
benefit of the Secured Parties a continuing first priority  security interest in
and  to,  and  other  than  as to any  Grantor's  rights  in  and to  copyrights
collaterally  assigns to the Administrative Agent for the benefit of the Secured
Parties,  all of  the  personal  property  and  fixtures  (other  than  Excluded
Property) of such Grantor or in which such Grantor has or may have or acquire an
interest or the power to transfer rights therein,  whether now owned or existing
or hereafter created, acquired or arising and wheresoever located, including the
following:

          (a)  All  accounts,  and  including  accounts  receivable,  contracts,
     bills,  acceptances,   choses  in  action,  and  other  forms  of  monetary
     obligations at any time owing to such Grantor arising out of property sold,
     leased,  licensed,  assigned  or  otherwise  disposed  of or  for  services
     rendered  or to be  rendered  by such  Grantor,  and all of such  Grantor's
     rights with respect to any  property  represented  thereby,  whether or not
     delivered,  property  returned  by  customers  and all  rights as an unpaid
     vendor or lienor, including rights of stoppage in transit and of recovering
     possession by proceedings including replevin and reclamation  (collectively
     referred to hereinafter as "Accounts");

          (b)  All inventory,  including all goods  manufactured or acquired for
     sale or lease,  and any piece  goods,  raw  materials,  work in process and
     finished  merchandise,   component  materials,  and  all  supplies,  goods,
     incidentals,  office  supplies,  packaging  materials and any and all items
     used or consumed in the  operation of the business of such Grantor or which
     may  contribute  to the  finished  product  or to the sale,  promotion  and
     shipment  thereof,  in which such Grantor now or at any time  hereafter may
     have  an  interest,  whether  or  not  the  same  is in  transit  or in the
     constructive,  actual or exclusive  occupancy or possession of such Grantor
     or is held  by  such  Grantor  or by  others  for  such  Grantor's  account
     (collectively referred to hereinafter as "Inventory");

          (c)  All goods,  including all machinery,  equipment,  motor vehicles,
     parts,  supplies,  apparatus,  appliances,  tools,  patterns,  molds, dies,
     blueprints,  fittings,  furniture,  furnishings,  fixtures  and articles of


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     tangible personal property of every description,  and all computer programs
     embedded in any of the foregoing and all supporting information relating to
     such  computer   programs   (collectively   referred  to   hereinafter   as
     "Equipment");

          (d)  All general  intangibles,  including  all rights now or hereafter
     accruing to such  Grantor  under  contracts,  leases,  agreements  or other
     instruments,  including  all  contracts  or  contract  rights to perform or
     receive  services,  to purchase  or sell  goods,  or to hold or use land or
     facilities,  and to enforce  all rights  thereunder,  all causes of action,
     corporate  or business  records,  inventions,  patents  and patent  rights,
     rights in mask works, designs,  trade names and trademarks and all goodwill
     associated therewith, trade secrets, trade processes, copyrights, licenses,
     permits,  franchises,  customer lists, computer programs and software,  all
     internet  domain  names  and  registration  rights  thereto,  all  internet
     websites and the content thereof, all payment intangibles, all claims under
     guaranties,  tax refund claims,  all rights and claims against carriers and
     shippers,  leases,  all claims under insurance  policies,  all interests in
     general and limited  partnerships,  limited liability companies,  and other
     Persons not constituting Investment Property (as defined below), all rights
     to  indemnification   and  all  other  intangible   personal  property  and
     intellectual  property of every kind and nature  (collectively  referred to
     hereinafter as "General Intangibles");

          (e)  All deposit accounts,  including demand, time, savings, passbook,
     or other similar accounts maintained with any bank by or for the benefit of
     such Grantor (collectively referred to hereinafter as "Deposit Accounts");

          (f)  All chattel paper,  including tangible chattel paper,  electronic
     chattel paper, or any hybrid thereof (collectively  referred to hereinafter
     as "Chattel Paper");

          (g)  (i) 65% of the Voting  Securities  (or if any  Grantor  shall own

     less than 65% of such Voting Securities, then 100% of the Voting Securities
     owned by such Grantor) and 100% of the other Subsidiary  Securities of each
     of its  Direct  Foreign  Subsidiaries,  and  (ii)  all  of  the  Subsidiary
     Securities of all of its Domestic  Subsidiaries,  in each case, whether now
     existing or  hereafter  created or  acquired  (collectively,  the  "Pledged
     Interests"),  including  without  limitation  the  Pledged  Interests  more
     particularly described on Schedule 9(e)-1 hereto;

          (h)  All  investment  property,  including  all  securities,  security
     entitlements,   securities  accounts,  commodity  contracts  and  commodity
     accounts of or  maintained  for the benefit of such  Grantor,  in each case
     other  than  Subsidiary  Securities  owned by such  Grantor,  (collectively
     referred to hereinafter  as "Other  Investment  Property",  and the Pledged
     Interests and the Other Investment  Property being referred to collectively
     as "Investment Property");

          (i)  All  instruments,  including all promissory  notes  (collectively
     referred to hereinafter as "Instruments");

          (j)  All documents,  including warehouse receipts, bills of lading and
     other  documents  of  title   (collectively   referred  to  hereinafter  as
     "Documents");


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          (k)  All  rights to  payment or  performance  under  letters of credit
     including  rights to  proceeds  of  letters  of  credit  ("Letter-of-Credit
     Rights"),  and  all  guaranties,   endorsements,   Liens,  other  Guarantee
     obligations or supporting  obligations of any Person securing or supporting
     the payment,  performance,  value or  liquidation  of any of the  foregoing
     (collectively,  with  Letter-of-Credit  Rights,  referred to hereinafter as
     "Supporting Obligations");

          (l)  The commercial tort claims identified on Schedule 9(i) hereto, as
     such Schedule may be supplemented  from time to time in accordance with the
     terms hereof  (collectively  referred to hereinafter  as  "Commercial  Tort
     Claims");

          (m)  All books and records relating to any of the foregoing (including
     customer data, credit files,  ledgers,  computer programs,  printouts,  and
     other  computer  materials  and records  (and all media on which such data,
     files, programs, materials and records are or may be stored)); and

          (n)  All proceeds,  products and replacements  of,  accessions to, and
     substitutions  for,  any of the  foregoing,  including  without  limitation
     proceeds of insurance policies insuring any of the foregoing.

     All of the property and interests in property  described in subsections (a)
through  (n)  are  herein   collectively   referred  to  as  the   "Collateral."
Notwithstanding the foregoing,  the term "Collateral" shall not include, and the
Administrative shall not have any security interest in, any Excluded Property.

"Excluded Property" means, collectively:

     (a)  with respect to each Excluded CNL  Restaurant,  all of the  applicable
Grantor's  leasehold estate pursuant to those Ground Leases of such Excluded CNL
Restaurant,  more  particularly  described  in  the  relevant  exhibits  to  the
applicable Commercial Deed of Trust,  Assignment of Rents and Security Agreement
and Fixture Filing among the  applicable  Grantor,  the trustee  thereto and CNL
Financial I, Inc. (in each case, the  "Applicable  CNL Deed"),  and evidenced by
those certain  Memoranda of Lease more  particularly  described on such exhibits
and to certain real property  described in such  Applicable  CNL Deed,  together
with all such Grantor's buildings,  improvements, and tenements now or hereafter
erected  on the  property  related  to  such  Excluded  CNL  Restaurant  and all
heretofore or hereafter  vacated alleys and streets abutting such property,  and
all easements,  rights,  appurtenances,  rents, royalties,  mineral, oil and gas
rights and profits,  water,  water rights,  and water stock  appurtenant to such
property,  and  all  of  such  Grantor's  Equipment,   including  all  fixtures,
machinery,  equipment,  engines,  boilers,  incinerators,   building  materials,
appliances and goods of every nature  whatsoever now or hereafter located in, or
on, or used, or intended to be used in connection with such property, including,
but not limited to, those for the purposes of supplying or distributing heating,
cooling,  electricity, gas, water, air and light; and all elevators, and related
machinery and equipment,  fire prevention and extinguishing apparatus,  security
and access control apparatus, plumbing, bath tubs, water heaters, water closets,
sinks, ranges, stoves, refrigerators,  dishwashers,  disposals, washers, dryers,
awnings,  storm windows,  storm doors,  screens,  blinds,  shades,  curtains and
curtain rods,  mirrors,  cabinets,  paneling,  rugs,  attached floor  coverings,
furniture,   pictures,   antennas,  trees  and  plants,  and  all  tax  refunds,


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Trademarks, trade names, Contracts, Documents,  Receivables,  Licenses, permits,
Inventory,  Copyrights,  Patents,  insurance proceeds (except as provided to the
contrary in the Applicable CNL Deed),  unearned  insurance  premiums,  choses in
action and other General  Intangibles  relating (in each case) to such property;
including replacements and additions thereto and any and all proceeds of any and
all of the  foregoing  (For  purposes  of  this  clause  (a),  "Ground  Leases,"
"Equipment", "Trademarks", "Contracts", "Documents", "Receivables",  "Licenses",
"Inventory",  "Copyrights"  and  "Patents"  shall have the meaning set forth for
such term in the Applicable CNL Deed as of the date hereof.);

     (b)  with respect to each Excluded GMAC  Restaurant,  all Goods  (including
Inventory  and  Equipment),   General  Intangibles  (other  than  the  Franchise
Agreement  and  License),  accounts,  certificates  of title,  fixtures,  money,
instruments,  securities,  documents,  chattel paper, deposits, credits, claims,
demands and other personal  property,  now or hereafter owned,  acquired,  held,
used,  sold or  consumed  (in each  case)  in  connection  with  the  applicable
Grantor's  Business of operating  such  Excluded GMAC  Restaurant  and any other
property,  rights and  interests  of the  applicable  Grantor  which at any time
relate to, arise out of or in connection  with the foregoing or which shall come
into the  possession  or custody or under the control of Secured Party or any of
its agents, representatives,  associates or correspondents, for any purpose, all
additions  thereto,   substitutions   therefor  and  replacements  thereof,  all
interest, income, dividends,  distributions and earnings thereon or other monies
or  revenues  derived  therefrom,   including  any  such  property  received  in
connection with any disposition of the Franchise  Agreement and all moneys which
may become  payable  under any policy  insuring the  property  described in this
clause (b) or otherwise  required to be maintained  under the applicable  Pledge
and Security Agreement between Main St. California, Inc., and Franchise Mortgage
Acceptance Company (the "Applicable FMAC Security Agreement")  (including return
of unearned  premium);  and all income,  products and proceeds of the  foregoing
(For purposes of this clause (b),  "Goods",  Inventory",  "Equipment",  "General
Intangibles", "Franchise Agreement", "License", "Business", and "Secured Party",
shall have the meaning set forth for such term in the  Applicable  FMAC Security
Agreement as of the date hereof); and

     (c)  with  respect  to the  Pledged  Interests  described  in clause (g) in
Section 2, all of the Subsidiary  Securities  evidencing  ownership interests in
Main St. California,  Inc., Main St. Midwest,  Inc. or Cornerstone  Productions,
Inc.;

provided  that, if (i) a Restaurant  ceases to be an Excluded CNL  Restaurant or
(ii) the CNL Facility has terminated,  the property  described in clauses (a) of
the definition of Excluded Collateral shall immediately (x) cease to be Excluded
Property,  (y) become  additional  Collateral and (z) be subject to the security
interest granted hereby;

provided  further  that,  if (i) a  Restaurant  ceases  to be an  Excluded  GMAC
Restaurant or (ii) the Indebtedness owing in connection with the Applicable FMAC
Security Agreement and other transaction documents related to such Excluded GMAC
Restaurant  has  terminated,  the  property  described  in  clauses  (b)  of the
definition of Excluded  Collateral  shall  immediately  (x) cease to be Excluded
Property,  (y) become  additional  Collateral and (z) be subject to the security
interest granted hereby;


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provided further that, if the Indebtedness  owed by Main St.  California,  Inc.,
Main St. Midwest,  Inc or Cornerstone  Productions,  Inc. under the CNL Facility
has  terminated,  the  property  described in clauses (c) of the  definition  of
Excluded Collateral related to such Subsidiary shall immediately (x) cease to be
Excluded  Property,  (y) become additional  Collateral and (z) be subject to the
security interest granted hereby.

     3.   Perfection.  As of the date of execution of this Security Agreement or
Security Joinder Agreement by each Grantor,  as applicable (with respect to each
Grantor, its "Applicable Date"), such Grantor shall have:

          (a)  furnished the Administrative Agent with duly authorized financing
     statements in form,  number and substance  suitable for filing,  sufficient
     under applicable law, and satisfactory to the Administrative Agent in order
     that upon the filing of the same the Administrative  Agent, for the benefit
     of the Secured Parties,  shall have a duly perfected  security  interest in
     all Collateral in which a security  interest can be perfected by the filing
     of financing statements;

          (b)  to the extent  expressly  required by the terms  hereof or of the
     Credit  Agreement,  or otherwise as the  Administrative  Agent may request,
     furnished  the  Administrative  Agent  with  properly  executed  Qualifying
     Control Agreements,  issuer  acknowledgments of the Administrative  Agent's
     interest in  Letter-of-Credit  Rights,  and evidence of the  placement of a
     restrictive  legend on tangible chattel paper (and the tangible  components
     of electronic  Chattel Paper),  and taken appropriate  action acceptable to
     the Administrative Agent sufficient to establish the Administrative Agent's
     control of  electronic  Chattel  Paper (and the  electronic  components  of
     hybrid Chattel Paper), as appropriate,  with respect to Collateral in which
     either (i) a security  interest  can be  perfected  only by control or such
     restrictive legending,  or (ii) a security interest perfected by control or
     accompanied by such restrictive  legending shall have priority as against a
     lien creditor,  a purchaser of such Collateral from the applicable Grantor,
     or a  security  interest  perfected  by Persons  not having  control or not
     accompanied  by  such  restrictive  legending,  in each  case  in form  and
     substance  acceptable  to the  Administrative  Agent and  sufficient  under
     applicable  law so that the  Administrative  Agent,  for the benefit of the
     Secured  Parties,  shall have a security  interest  in all such  Collateral
     perfected by control; and

          (c)  to the extent  expressly  required by the terms  hereof or of the
     Credit  Agreement,  or otherwise as the  Administrative  Agent may request,
     delivered to the Administrative Agent or, if the Administrative Agent shall
     specifically  consent  in  each  instance,   an  agent  or  bailee  of  the
     Administrative  Agent  who  has  acknowledged  such  status  in a  properly
     executed  Qualifying  Control  Agreement  possession of all Collateral with
     respect  to which  either a  security  interest  can be  perfected  only by
     possession  or a  security  interest  perfected  by  possession  shall have
     priority as against  Persons not having  possession,  and  including in the
     case of  Instruments,  Documents,  and  Investment  Property in the form of
     certificated  securities,  duly  executed  endorsements  or stock powers in
     blank, as the case may be, affixed thereto in form and substance acceptable
     to the Administrative Agent and sufficient under applicable law so that the
     Administrative Agent, for the benefit of the Secured Parties,  shall have a
     security interest in all such Collateral perfected by possession;


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with the effect that the Liens  conferred in favor of the  Administrative  Agent
shall be and remain duly  perfected and of first  priority  subject only, to the
extent  applicable,  to Liens allowed to exist and have  priority  under Section
7.01 of the Credit  Agreement  ("Permitted  Liens").  All  financing  statements
(including  all  amendments   thereto  and   continuations   thereof),   control
agreements,  certificates,  acknowledgments,  stock powers and other  documents,
electronic  identification,  restrictive legends,  and instruments  furnished in
connection with the creation, enforcement, protection, perfection or priority of
the Administrative Agent's security interest in Collateral, including such items
as are described  above in this Section 3, are  sometimes  referred to herein as
"Perfection  Documents".  The delivery of  possession  of items of or evidencing
Collateral, causing other Persons to execute and deliver Perfection Documents as
appropriate,   the  filing  or   recordation   of  Perfection   Documents,   the
establishment of control over items of Collateral,  and the taking of such other
actions  as  may  be  necessary  or  advisable  in  the   determination  of  the
Administrative  Agent to create,  enforce,  protect,  perfect,  or  establish or
maintain the priority of, the security interest of the Administrative  Agent for
the benefit of the Secured  Parties in the  Collateral is sometimes  referred to
herein as "Perfection Action".

     Without  limiting  the  generality  of the  foregoing,  subject  to Section
9(e)(iii), each Grantor agrees to deliver all certificates, instruments or other
documents  representing any Pledged Interest to the Administrative Agent at such
location  as the  Administrative  Agent  shall  from time to time  designate  by
written  notice  pursuant  to  Section  22 for its  custody  at all times  until
termination  of this  Security  Agreement,  together  with such  instruments  of
assignment and transfer as requested by the  Administrative  Agent. In addition,
each Pledgor  agrees to register and cause to be registered  the interest of the
Administrative  Agent,  for the benefit of the Secured  Parties,  in the Pledged
Interests on its own books and records and the registration books of each of the
Subsidiaries.

     4.   Maintenance of Security Interest; Further Assurances.
          -----------------------------------------------------

          (a)  Each Grantor  will from time to time at its own expense,  deliver
     specific assignments of Collateral or such other Perfection Documents,  and
     take such other or additional  Perfection Action, as may be required by the
     terms of the Loan Documents or as the  Administrative  Agent may reasonably
     request  in  connection  with the  administration  or  enforcement  of this
     Security  Agreement  or related to the  Collateral  or any part  thereof in
     order to  carry  out the  terms of this  Security  Agreement,  to  perfect,
     protect,  maintain  the priority of or enforce the  Administrative  Agent's
     security  interest in the Collateral,  subject only to Permitted  Liens, or
     otherwise to better  assure and confirm unto the  Administrative  Agent its
     rights,  powers  and  remedies  for  the  benefit  of the  Secured  Parties
     hereunder.  Without limiting the foregoing, each Grantor hereby irrevocably
     authorizes  the  Administrative  Agent  to  file  (with,  or to the  extent
     permitted by applicable law, without the signature of the Grantor appearing
     thereon)  financing  statements  (including  amendments thereto and initial
     financing   statements  in  lieu  of  continuation   statements)  or  other
     Perfection  Documents  (including  copies thereof)  showing such Grantor as
     "debtor"  at  such  time  or  times  and  in  all  filing  offices  as  the
     Administrative  Agent may from time to time  determine  to be  necessary or


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     advisable to perfect or protect the rights of the Administrative  Agent and
     the  Secured  Parties  hereunder,  or  otherwise  to  give  effect  to  the
     transactions herein contemplated.  Each Grantor hereby irrevocably ratifies
     and  acknowledges  the  Administrative  Agent's  authority to have effected
     filings of Perfection  Documents made by the Administrative  Agent prior to
     its Applicable Date.

          (b)  With respect to any and all Collateral, each Grantor agrees to do
     and cause to be done all things necessary to perfect, maintain the priority
     of and keep in full  force the  security  interest  granted in favor of the
     Administrative Agent for the benefit of the Secured Parties, including, but
     not  limited  to,  the  prompt   payment   upon  demand   therefor  by  the
     Administrative Agent of all fees and expenses (including documentary stamp,
     excise or intangibles  taxes) incurred in connection with the  preparation,
     delivery,  or  filing  of any  Perfection  Document  or the  taking  of any
     Perfection  Action to  perfect,  protect or enforce a security  interest in
     Collateral  in favor of the  Administrative  Agent for the  benefit  of the
     Secured  Parties,  subject only to Permitted Liens. All amounts not so paid
     when due shall constitute  additional Secured  Obligations and (in addition
     to other rights and remedies  resulting  from such  nonpayment)  shall bear
     interest from the date of demand until paid in full at the Default Rate.

          (c)  Each  Grantor  agrees to  maintain  among  its books and  records
     appropriate  notations  or  evidence  of,  and to make or  cause to be made
     appropriate  disclosure  upon its  financial  statements  of, the  security
     interest granted hereunder to the  Administrative  Agent for the benefit of
     the Secured Parties.

          (d)  Each Grantor  agrees that, in the event any proceeds  (other than
     goods) of Collateral shall be or become  commingled with other property not
     constituting Collateral, then such proceeds may, to the extent permitted by
     law, be identified by application of the lowest  intermediate  balance rule
     to such commingled property.

     5.   Receipt of Payment.  In the event an Event of Default  shall occur and
be  continuing  and  a  Grantor  (or  any  of  its   Affiliates,   subsidiaries,
stockholders,  directors,  officers,  employees  or agents)  shall  receive  any
proceeds of Collateral,  including without  limitation  monies,  checks,  notes,
drafts or any other items of payment,  each Grantor shall hold all such items of
payment in trust for the  Administrative  Agent for the  benefit of the  Secured
Parties,  and as the property of the Administrative Agent for the benefit of the
Secured Parties, separate from the funds and other property of such Grantor, and
no later than the first  Business  Day  following  the receipt  thereof,  at the
election of the  Administrative  Agent, such Grantor shall cause such Collateral
to be forwarded to the  Administrative  Agent for its  custody,  possession  and
disposition on behalf of the Secured Parties in accordance with the terms hereof
and of the other Loan Documents.

     6.   Preservation and Protection of Collateral.
          ------------------------------------------

          (a)  The Administrative Agent shall be under no duty or liability with
     respect to the collection, protection or preservation of the Collateral, or
     otherwise.  Each Grantor shall be  responsible  for the  safekeeping of its
     Collateral,  and in no  event  shall  the  Administrative  Agent  have  any
     responsibility  for (i) any loss or damage thereto or  destruction  thereof


                                       8

<PAGE>


     occurring  or arising in any  manner or  fashion  from any cause,  (ii) any
     diminution  in the  value  thereof,  or  (iii)  any act or  default  of any
     carrier, warehouseman,  bailee or forwarding agency thereof or other Person
     in any way dealing with or handling such Collateral.

          (b)  Each  Grantor  shall  keep and  maintain  its  tangible  personal
     property Collateral in good operating  condition and repair,  ordinary wear
     and tear  excepted.  No  Grantor  shall  permit  any such items to become a
     fixture  to  real   property   (unless   such   Grantor   has  granted  the
     Administrative  Agent for the benefit of the Secured Parties a Lien on such
     real property having a priority acceptable to the Administrative  Agent) or
     accessions to other personal property.

          (c)  Each  Grantor  agrees (i) to pay when due all taxes,  charges and
     assessments  against the  Collateral in which it has any  interest,  unless
     being  contested  in  good  faith  by  appropriate  proceedings  diligently
     conducted and against which  adequate  reserves  have been  established  in
     accordance with GAAP applied on a basis  consistent with the application of
     GAAP in the Audited Financial  Statements and evidenced to the satisfaction
     of the Administrative  Agent and provided that all enforcement  proceedings
     in the nature of levy or foreclosure  are effectively  stayed,  and (ii) to
     cause to be terminated and released all Liens (other than Permitted  Liens)
     on the  Collateral.  Upon the  failure of any  Grantor to so pay or contest
     such taxes, charges, or assessments,  or cause such Liens to be terminated,
     the  Administrative  Agent at its option may pay or contest  any of them or
     amounts relating thereto (the Administrative Agent having the sole right to
     determine  the legality or validity  and the amount  necessary to discharge
     such  taxes,  charges,  Liens  or  assessments)  but  shall  not  have  any
     obligation  to make any such  payment or contest.  All sums so disbursed by
     the  Administrative  Agent,  including  reasonable  Attorneys' Costs, court
     costs,  expenses and other  charges  related  thereto,  shall be payable on
     demand by the applicable Grantor to the  Administrative  Agent and shall be
     additional Secured Obligations  secured by the Collateral,  and any amounts
     not so paid on demand (in addition to other  rights and remedies  resulting
     from such  nonpayment)  shall bear  interest  from the date of demand until
     paid in full at the Default Rate.

     7.   Status of Grantors and Collateral  Generally.  Each Grantor represents
and warrants to, and covenants with, the Administrative Agent for the benefit of
the Secured  Parties,  with respect to itself and the  Collateral as to which it
has or acquires any interest, that:

          (a)  It is at its Applicable Date (or as to Collateral  acquired after
     its Applicable  Date will be upon the  acquisition of the same) and, except
     as permitted by the Credit  Agreement and subsection (b) of this Section 7,
     will  continue  to be, the owner of the  Collateral,  free and clear of all
     Liens,  other  than  the  security  interest  hereunder  in  favor  of  the
     Administrative  Agent for the benefit of the Secured  Parties and Permitted
     Liens,  and that it will at its own cost and expense defend such Collateral
     and any products and proceeds thereof against all claims and demands of all
     Persons  (other  than  holders of  Permitted  Liens) to the extent of their
     claims  permitted under the Credit  Agreement at any time claiming the same
     or any interest therein adverse to the Secured Parties. Upon the failure of
     any Grantor to so defend, the Administrative  Agent may do so at its option
     but shall not have any  obligation  to do so. All sums so  disbursed by the


                                       9

<PAGE>


     Administrative  Agent,  including reasonable Attorneys' Costs, court costs,
     expenses and other charges related  thereto,  shall be payable on demand by
     the applicable Grantor to the Administrative  Agent and shall be additional
     Secured Obligations secured by the Collateral,  and any amounts not so paid
     on demand (in  addition to other rights and  remedies  resulting  from such
     nonpayment)  shall bear interest from the date of demand until paid in full
     at the Default Rate.

          (b)  It shall  not (i)  sell,  assign,  transfer,  lease,  license  or
     otherwise  dispose  of any of, or grant any  option  with  respect  to, the
     Collateral,  except for Dispositions  permitted under the Credit Agreement,
     (ii) create or suffer to exist any Lien upon or with  respect to any of the
     Collateral  except for the  security  interests  created  by this  Security
     Agreement and Permitted Liens, or (iii) take any other action in connection
     with any of the Collateral  that would  materially  impair the value of the
     interest or rights of such  Grantor in the  Collateral  taken as a whole or
     that would materially  impair the interest or rights of the  Administrative
     Agent for the benefit of the Secured Parties.

          (c)  It has full power, legal right and lawful authority to enter into
     this Security  Agreement (and any Security Joinder Agreement  applicable to
     it) and to perform its terms, including the grant of the security interests
     in the Collateral herein provided for.

          (d)  No  authorization,  consent,  approval or other action by, and no
     notice to or filing with,  any  Governmental  Authority or any other Person
     which  has not been  given or  obtained,  as the case may be,  is  required
     either (i) for the grant by such Grantor of the security  interests granted
     hereby or for the  execution,  delivery  or  performance  of this  Security
     Agreement (or any Security Joinder Agreement) by such Grantor,  or (ii) for
     the perfection of or the exercise by the Administrative Agent, on behalf of
     the  Secured  Parties,  of its rights and  remedies  hereunder,  except for
     action  required by the  Uniform  Commercial  Code to perfect and  exercise
     remedies with respect to the security interest conferred hereunder.

          (e)  No effective  financing  statement or other  Perfection  Document
     similar in effect,  nor any other  Perfection  Action,  covering all or any
     part of the Collateral  purported to be granted or taken by or on behalf of
     such  Grantor  (or by or on behalf of any other  Person  and which  remains
     effective as against all or any part of the  Collateral)  has been filed in
     any recording office,  delivered to another Person for filing (whether upon
     the occurrence of a contingency or otherwise),  or otherwise  taken, as the
     case may be, except such as pertain to Permitted Liens and such as may have
     been  filed for the  benefit  of,  delivered  to, or taken in favor of, the
     Administrative  Agent for the benefit of the Secured  Parties in connection
     with the security interests conferred hereunder.

          (f)  Schedule  7(f)  attached   hereto   contains  true  and  complete
     information as to each of the  following:  (i) the exact legal name of each
     Grantor as it appears in its Organizational  Documents as of its Applicable
     Date and at any time  during  the five  (5) year  period  ending  as of its
     Applicable Date (the "Covered Period"),  (ii) the jurisdiction of formation
     and form of organization of each Grantor, and the identification  number of
     such Grantor in its  jurisdiction of formation (if any), (iii) each address
     of the chief executive office of each Grantor as of its Applicable Date and


                                       10

<PAGE>


     at any time during the Covered Period, (iv) all trade names or trade styles
     used by such Grantor as of its  Applicable  Date and at any time during the
     Covered  Period,  (v) the address of each location of such Grantor at which
     any tangible personal property  Collateral  (including  Account Records and
     Account Documents) is located at its Applicable Date or has been located at
     any time  during the Covered  Period,  (vi) with  respect to each  location
     described  in clause  (v) that is not owned  beneficially  and of record by
     such Grantor, the name and address of the owner thereof; and (vii) the name
     of each  Person  other than such  Grantor and the address of such Person at
     which any tangible  personal  property  Collateral  of such Grantor is held
     under any warehouse,  consignment,  bailment or other arrangement as of its
     Applicable Date. No Grantor shall change its name,  change its jurisdiction
     of formation (whether by reincorporation,  merger or otherwise), change the
     location of its chief executive office, or utilize any additional  location
     where tangible personal property Collateral  (including Account Records and
     Account Documents) may be located, except in each case upon giving not less
     than thirty (30) days' prior written notice to the Administrative Agent and
     taking or causing to be taken at such Grantor's expense all such Perfection
     Action,  including  the delivery of such  Perfection  Documents,  as may be
     reasonably  requested by the Administrative Agent to perfect or protect, or
     maintain the  perfection  and  priority of, the Lien of the  Administrative
     Agent for the benefit of the  Secured  Parties in  Collateral  contemplated
     hereunder.

          (g)  No Grantor shall engage in any consignment transaction in respect
     of any of the Collateral, whether as consignee or consignor.

          (h)  No Grantor  shall  cause,  suffer or permit  any of the  tangible
     personal  property  Collateral (i) to be evidenced by any document of title
     (except for  shipping  documents  as  necessary  or customary to effect the
     receipt of raw  materials  or  components  or the  delivery of inventory to
     customers,  in each case in the ordinary  course of business) or (ii) to be
     in the possession,  custody or control of any  warehouseman or other bailee
     without  the prior  written  consent  of the  Administrative  Agent in each
     instance.

          (i)  No tangible personal  property  Collateral is or shall be located
     at any  location  that is leased  by such  Grantor  from any other  Person,
     unless (x) such  location and lessor is set forth on Schedule 7(f) attached
     hereto or such  Grantor  provides  not less than  thirty  (30) days'  prior
     written notice thereof to the  Administrative  Agent,  (y) unless otherwise
     permitted by the Administrative Agent, such lessor acknowledges the Lien in
     favor of the  Administrative  Agent for the benefit of the Secured  Parties
     conferred  hereunder  and waives its  statutory  and  consensual  liens and
     rights with respect to such Collateral in form and substance  acceptable to
     the  Administrative  Agent and  delivered in writing to the  Administrative
     Agent prior to any Collateral  being located at any such location,  and (z)
     the Grantor  shall have caused at its expense to be prepared  and  executed
     such additional  Perfection Documents and to be taken such other Perfection
     Action as the Administrative Agent may deem necessary or advisable to carry
     out the transactions contemplated by this Security Agreement.

     8.   Inspection.   The  Administrative  Agent  (by  any  of  its  officers,
employees and agents),  on behalf of the Secured  Parties,  shall have the right
upon prior notice to an executive officer of any Grantor,  and at any reasonable
times during such Grantor's usual business hours, to inspect (i) the Collateral,


                                       11

<PAGE>


(ii) all records  related  thereto  located at the  Borrower's  chief  executive
office  (and to make  extracts  or  copies  from  such  records),  and (iii) the
premises upon which any of the Collateral is located,  to discuss such Grantor's
affairs and  finances  with any Person  (other  than  Persons  obligated  on any
Accounts ("Account Debtors") except as expressly otherwise permitted in the Loan
Documents)  and to verify  with any  Person  other  than  (except  as  expressly
otherwise permitted in the Loan Documents) Account Debtors the amount,  quality,
quantity,  value  and  condition  of,  or any  other  matter  relating  to,  the
Collateral  and,  if an Event of Default  has  occurred  and is  continuing,  to
discuss such Grantor's  affairs and finances with such Grantor's Account Debtors
and to verify the amount,  quality,  value and condition of, or any other matter
relating  to,  the  Collateral  with  such  Account  Debtors.  Upon or after the
occurrence  and  during  the  continuation  of an  Event  of  Default,  (i)  the
Administrative  Agent or any Lender may visit the premises upon which any of the
Collateral is located to inspect any and all records related  thereto,  and (ii)
the  Administrative  Agent  may at any  time and from  time to time  employ  and
maintain on such Grantor's  premises a custodian  selected by the Administrative
Agent who shall have full  authority  to do all acts  necessary  to protect  the
Administrative  Agent's (for the benefit of the Secured Parties)  interest.  All
expenses incurred by the Administrative Agent, on behalf of the Secured Parties,
by reason of the employment of such  custodian  shall be paid by such Grantor on
demand from time to time and shall be added to the Secured  Obligations  secured
by the  Collateral,  and any amounts not so paid on demand (in addition to other
rights and remedies resulting from such nonpayment) shall bear interest from the
date of demand until paid in full at the Default Rate.

     9.   Specific Collateral.

          (a)  Accounts.  With respect to its  Accounts  whether now existing or
     hereafter  created  or  acquired  and  wheresoever  located,  each  Grantor
     represents,  warrants  and  covenants to the  Administrative  Agent for the
     benefit of the Secured Parties that:

               (i)  Each Grantor shall keep accurate and complete records of its
          Accounts  ("Account  Records")  and  from  time to  time at  intervals
          designated by the Administrative  Agent such Grantor shall provide the
          Administrative Agent with a schedule of Accounts in form and substance
          acceptable to the Administrative Agent describing all Accounts created
          or acquired by such Grantor with amounts  greater than $200,000 in the
          aggregate,   or  greater  than  $100,000  individually  ("Schedule  of
          Accounts");  provided, however, that such Grantor's failure to execute
          and  deliver any such  Schedule of Accounts  shall not affect or limit
          the Administrative Agent's security interest or other rights in and to
          any Accounts for the benefit of the Secured  Parties.  If requested by
          the   Administrative   Agent,   each   Grantor   shall   furnish   the
          Administrative  Agent  with  copies  of proof of  delivery  and  other
          documents  relating to the Accounts so  scheduled,  including  without
          limitation    repayment   histories   and   present   status   reports
          (collectively,   "Account   Documents")  and  such  other  matter  and
          information  relating to the status of then  existing  Accounts as the
          Administrative Agent shall request.

               (ii) All Account  Records and Account  Documents are and shall at
          all times be located only at such  Grantor's  current chief  executive
          office as set forth on  Schedule  7(f)  attached  hereto,  such  other


                                       12

<PAGE>


          locations as are  specifically  identified  on Schedule  7(f) attached
          hereto as an "Account Documents  location," or as to which the Grantor
          has complied with Section 7(f) hereof.

               (iii) The  Accounts are  genuine,  are in all respects  what they
          purport to be, are not  evidenced by an  instrument or document or, if
          evidenced  by an  instrument  or document,  are only  evidenced by one
          original instrument or document.

               (iv) The  Accounts  cover bona fide  sales,  leases,  licenses or
          other  dispositions of property  usually dealt in by such Grantor,  or
          the rendition by such Grantor of services, to an Account Debtor in the
          ordinary course of business.

               (v)  The  amounts  of the  face  value  of any  Account  shown or
          reflected  on  any  Schedule  of  Accounts,   invoice  statement,   or
          certificate  delivered to the Administrative Agent, are actually owing
          to such Grantor and are not contingent  for any reason;  and there are
          no setoffs, discounts,  allowances,  claims, counterclaims or disputes
          of any kind or  description  in an amount greater than $200,000 in the
          aggregate, or greater than $100,000 individually, existing or asserted
          with respect  thereto and such Grantor has not made any agreement with
          any Account Debtor thereunder for any deduction  therefrom,  except as
          may be  stated  in the  Schedule  of  Accounts  and  reflected  in the
          calculation  of the face  value  of each  respective  invoice  related
          thereto.

               (vi) Except for conditions generally applicable to such Grantor's
          industry and markets, there are no facts, events, or occurrences known
          to such Grantor  pertaining  particularly  to any  Accounts  which are
          reasonably  expected  to  materially  impair in any way the  validity,
          collectibility  or  enforcement  of Accounts that would  reasonably be
          likely, in the aggregate,  to be of material economic value, or in the
          aggregate  materially  reduce the amount payable  thereunder  from the
          amount of the invoice face value shown on any Schedule of Accounts, or
          on any certificate,  contract,  invoice or statement  delivered to the
          Administrative Agent with respect thereto.

               (vii) The  property or services  giving rise thereto are not, and
          were not at the time of the sale or  performance  thereof,  subject to
          any Lien, claim, encumbrance or security interest, except those of the
          Administrative  Agent for the benefit of Secured Parties and Permitted
          Liens.

               (viii) In the  event  any  amounts  due and  owing in  excess  of
          $100,000  individually,  or $200,000 in the aggregate  amount,  are in
          dispute  between any Account Debtor and a Grantor (which shall include
          without   limitation   any  dispute  in  which  an  offset   claim  or
          counterclaim   may   result),   such   Grantor   shall   provide   the
          Administrative   Agent  with  written   notice   thereof  as  soon  as
          practicable,  explaining  in detail the reason  for the  dispute,  all
          claims related thereto and the amount in controversy.


                                       13

<PAGE>


          (b)  Inventory.  With respect to its Inventory whether now existing or
     hereafter  created  or  acquired  and  wheresoever  located,  each  Grantor
     represents,  warrants  and  covenants to the  Administrative  Agent for the
     benefit of the Secured Parties that:

               (i)  All  Inventory  is and shall at all times be located only at
          such Grantor's locations as set forth on Schedule 7(f) attached hereto
          or at such other  locations as to which such Grantor has complied with
          Section  7(f)  hereof.  No Grantor  shall,  other than in the ordinary
          course of  business in  connection  with its sale,  lease,  license or
          other permitted Disposition,  remove any Inventory having an aggregate
          value in excess of that  stated in the  preceding  sentence  from such
          locations.

               (ii) If any Account  Debtor  returns any  Inventory  to a Grantor
          after shipment  thereof,  and such return generates a credit in excess
          of $50,000 on any  individual  Account or $200,000 in the aggregate on
          any Accounts of such  Account  Debtor,  such Grantor  shall notify the
          Administrative Agent in writing of the same as soon as practicable.

          (c)  Equipment.  With respect to its Equipment whether now existing or
     hereafter  created  or  acquired  and  wheresoever  located,  each  Grantor
     represents,  warrants  and  covenants to the  Administrative  Agent for the
     benefit of the Secured Parties that:

               (i)  The  Grantors,  as soon as  practicable  following a request
          therefor  by  the   Administrative   Agent,   shall   deliver  to  the
          Administrative  Agent any and all  evidence of ownership of any of the
          Equipment  (including  without  limitation  certificates  of title and
          applications for title).

               (ii) The  Grantors  shall  maintain  accurate,  itemized  records
          describing  the  kind,  type,  quality,  quantity  and  value  of  its
          Equipment and shall furnish the Administrative Agent upon request with
          a current schedule  containing the foregoing  information,  but, other
          than during the  continuance  of an Event of  Default,  not more often
          than once per fiscal quarter.

               (iii) All  Equipment is and shall at all times be located only at
          such Grantor's locations as set forth on Schedule 7(f) attached hereto
          or at such other  locations as to which such Grantor has complied with
          Section  7(f)  hereof.  No  Grantor  shall,  other  than as  expressly
          permitted under the Credit Agreement,  sell, lease, transfer,  dispose
          of or remove any Equipment from such locations.

          (d)  Supporting   Obligations.   With   respect   to  its   Supporting
     Obligations  whether now  existing  or  hereafter  created or acquired  and
     wheresoever located, each Grantor represents, warrants and covenants to the
     Administrative Agent for the benefit of the Secured Parties that:

               (i)  Each Grantor shall (i) maintain at all times, and furnish to
          the  Administrative  Agent  from  time to  time at the  Administrative
          Agent's request,  a current list identifying in reasonable detail each
          Supporting Obligation relating to any Collateral from a single obligor
          in excess of $100,000, and (ii) upon the request of the Administrative


                                       14

<PAGE>


          Agent  from time to time  following  the  occurrence  and  during  the
          continuance  of any  Default  or  Event  of  Default,  deliver  to the
          Administrative  Agent the  originals of all  documents  evidencing  or
          constituting   Supporting   Obligations,   together  with  such  other
          documentation (executed as appropriate by the Grantor) and information
          as may be necessary to enable the Administrative Agent to realize upon
          the Supporting  Obligations in accordance with their  respective terms
          or transfer the Supporting  Obligations as may be permitted  under the
          Loan Documents or by applicable law.

               (ii) With  respect  to  each  letter  of  credit  giving  rise to
          Letter-of-Credit  Rights that has an aggregate stated amount available
          to be drawn in excess of $100,000,  each Grantor shall, at the request
          of the  Administrative  Agent, cause the issuer thereof to execute and
          deliver to the Administrative Agent a Qualifying Control Agreement.

               (iii) With respect to each  transferable  letter of credit giving
          rise to  Letter-of-Credit  Rights that has an aggregate  stated amount
          available to be drawn in excess of $100,000,  each Grantor  shall,  at
          the Administrative  Agent's request upon and during the continuance of
          any Default or Event of Default, deliver to the Administrative Agent a
          duly executed,  undated  transfer form in blank sufficient in form and
          substance  under the terms of the related  letter of credit to effect,
          upon  completion and delivery to the letter of credit issuer  together
          with any  required  fee,  the transfer of such letter of credit to the
          transferee  identified  in such form.  Each Grantor  hereby  expressly
          authorizes  the  Administrative  Agent  following the  occurrence  and
          during the  continuance of any Event of Default to complete and tender
          each such  transfer form as transferor in its own name or in the name,
          place and stead of the  Grantor in order to effect any such  transfer,
          either to the Administrative  Agent or to another  transferee,  as the
          case may be,  in  connection  with any  sale or other  disposition  of
          Collateral or for any other purpose permitted under the Loan Documents
          or by applicable law.

          (e)  Investment  Property.  With  respect to its  Investment  Property
     whether now  existing or  hereafter  created or  acquired  and  wheresoever
     located,   each  Grantor   represents,   warrants  and   covenants  to  the
     Administrative Agent for the benefit of the Secured Parties that:

               (i)  All  of  the  Pledged  Interests  are,  as of  the  date  of
          execution of this Security  Agreement or a Security Joinder  Agreement
          by  each  Grantor  pledging  such  Pledged  Interests  (such  date  as
          applicable with respect to each Grantor,  its "Applicable  Date"), and
          shall at all times thereafter be validly issued and outstanding, fully
          paid and  non-assessable  and  constitute  (i) 65% of the  issued  and
          outstanding  Voting  Securities (or if any Grantor shall own less than
          65% of such  Voting  Securities,  then 100% of the  Voting  Securities
          owned by such  Grantor) and 100% of the other  issued and  outstanding
          Subsidiary  Securities of each Direct Foreign  Subsidiary and (ii) all
          of the issued and  outstanding  Subsidiary  Securities of all Domestic
          Subsidiaries, and are accurately described on Schedule 9(e)-1.


                                       15

<PAGE>


               (ii) The  Grantor is as at its  Applicable  Date and shall at all
          times  thereafter  (subject to  dispositions  permitted  by the Credit
          Agreement) be the sole  registered and record and beneficial  owner of
          the Pledged Interests, free and clear of all Liens, charges, equities,
          options,  hypothecations,  encumbrances  and restrictions on pledge or
          transfer,  including  transfer of voting rights (other than the pledge
          hereunder and  applicable  restrictions  pursuant to federal and state
          and  applicable  foreign   securities  laws).   Without  limiting  the
          foregoing,  the Pledged  Interests  are not and will not be subject to
          any voting  trust,  shareholders  agreement,  right of first  refusal,
          voting proxy,  power of attorney or other similar  arrangement  (other
          than the rights hereunder in favor of the Administrative Agent).

               (iii) At no  time  shall  any  Pledged  Interests  (i) be held or
          maintained  in the form of a security  entitlement  or credited to any
          securities  account and (ii) which  constitute a "security"  (or as to
          which the related Pledged  Subsidiary has elected to have treated as a
          "security")  under  Article 8 of the  Uniform  Commercial  Code of the
          State of New York or of any other  jurisdiction  whose laws may govern
          (the "UCC") be  maintained in the form of  uncertificated  securities.
          With respect to Pledged Interests that are "securities" under the UCC,
          or as to  which  the  issuer  has  elected  at any  time to have  such
          interests  treated  as  "securities"   under  the  UCC,  such  Pledged
          Interests  are,  and shall at all times be,  represented  by the share
          certificates   listed  on   Schedule   9(e)-1   hereto,   which  share
          certificates, with stock powers duly executed in blank by the Grantor,
          have been delivered to the Administrative Agent or are being delivered
          to the Administrative Agent simultaneously herewith or, in the case of
          Additional  Interests  as defined in Section  21,  shall be  delivered
          pursuant to Section 21. Without  limiting the foregoing  provisions of
          this Section 2(c), with respect to any Pledged Interests issued by any
          Direct  Foreign  Subsidiary,  Grantor  shall  deliver  or  cause to be
          delivered,  in  addition to or in  substitution  for all or any of the
          foregoing  items, as the  Administrative  Agent may elect,  such other
          instruments,  certificates,  agreements,  notices,  filings, and other
          documents,  and take or cause to be taken  such other  action,  as the
          Administrative  Agent may determine to be necessary or advisable under
          the laws of the  jurisdiction  of  formation  of such  Direct  Foreign
          Subsidiary,  to grant, perfect and protect as a first priority lien in
          such Collateral in favor of the  Administrative  Agent for the benefit
          of the Secured Parties.

               (iv) Except as otherwise expressly provided herein or pursuant to
          dispositions permitted under the Credit Agreement, none of the Pledged
          Interests  (nor  any  interest  therein  or  thereto)  shall  be sold,
          transferred  or assigned  without  the  Administrative  Agent's  prior
          written consent, which may be withheld for any reason.

               (v)  It shall at all times  cause the Pledged  Interests  of such
          Grantor that  constitute  "securities"  (or which the issuer elects to
          have treated as  "securities")  under the UCC to be represented by the
          certificates now and hereafter  delivered to the Administrative  Agent
          in  accordance  with the terms  hereof and that it shall cause each of
          the  Subsidiaries  as to which  it is the  Grantor  not to  issue  any


                                       16

<PAGE>


          Subsidiary Securities, or securities convertible into, or exchangeable
          or exercisable for, Subsidiary Securities, at any time during the term
          of this  Security  Agreement  unless  the  Pledged  Interests  of such
          Subsidiary  are  issued  solely to either (y) such  Grantor  who shall
          immediately  comply  with  this  Section  9(e)  with  respect  to such
          property  or (z) the  Borrower or a  Guarantor  who shall  immediately
          pledge such  additional  Subsidiary  Securities to the  Administrative
          Agent for the  benefit of the  Secured  Parties  pursuant to the terms
          hereof,  as  applicable,  on  substantially  identical  terms  as  are
          contained  herein and deliver or cause to be delivered the appropriate
          documents  described herein to the Administrative  Agent and take such
          further  actions as the  Administrative  Agent may deem  necessary  in
          order to perfect a first priority security interest in such Subsidiary
          Securities.

               (vi) Schedule 9(e)-2 attached hereto contains a true and complete
          description   of  (x)  the  name  and   address  of  each   securities
          intermediary with which such Grantor maintains a securities account in
          which Other  Investment  Property is or may at any time be credited or
          maintained,  and (y)  all  other  Other  Investment  Property  of such
          Grantor.

               (vii) Except  with  the  express  prior  written  consent  of the
          Administrative  Agent in each instance,  all Other Investment Property
          shall be  maintained  at all  times  in the  form of (a)  certificated
          securities,  which  certificates  shall  have  been  delivered  to the
          Administrative  Agent together with duly executed undated stock powers
          endorsed in blank  pertaining  thereto,  or (b) security  entitlements
          credited  to one or more  securities  accounts as to each of which the
          Administrative  Agent has received (1) copies of the account agreement
          between the applicable securities intermediary and the Grantor and the
          most recent statement of account pertaining to such securities account
          (each  certified  to be true and correct by an officer of the Grantor)
          and (2) a Qualifying Control Agreement from the applicable  securities
          intermediary  which  remains  in full force and effect and as to which
          the  Administrative  Agent has not received any notice of termination.
          Without  limiting the  generality of the  foregoing,  no Grantor shall
          cause,  suffer or permit any Investment  Property to be credited to or
          maintained  in any  securities  account not listed on Schedule  9(e)-2
          attached  hereto  except in each case upon giving not less than thirty
          (30) days' prior written notice to the Administrative Agent and taking
          or causing to be taken at such Grantor's  expense all such  Perfection
          Action, including the delivery of such Perfection Documents, as may be
          reasonably  requested  by  the  Administrative  Agent  to  perfect  or
          protect,  or maintain the  perfection and priority of, the Lien of the
          Administrative  Agent  for  the  benefit  of the  Secured  Parties  in
          Collateral contemplated hereunder.

               (viii) All dividends and other  distributions with respect to any
          of the Investment  Property shall be subject to the security  interest
          conferred hereunder,  provided, however, that cash dividends paid to a
          Grantor as record owner of the Investment Property may be disbursed to
          and retained by such Grantor so long as no Default or Event of Default
          shall have occurred and be continuing, free from any Lien hereunder.


                                       17

<PAGE>


               (ix) So long  as no  Default  or  Event  of  Default  shall  have
          occurred and be continuing, the registration of Investment Property in
          the name of a Grantor  as record  and  beneficial  owner  shall not be
          changed and such Grantor  shall be entitled to exercise all voting and
          other  rights and powers  pertaining  to  Investment  Property for all
          purposes not  inconsistent  with the terms hereof or of any Qualifying
          Control Agreement relating thereto.

               (x)  Upon  the  occurrence  and  during  the  continuance  of any
          Default  or Event of  Default,  at the  option  of the  Administrative
          Agent, all rights of the Grantors to exercise the voting or consensual
          rights and powers  which it is  authorized  to  exercise  pursuant  to
          clause (iv) immediately above shall cease and the Administrative Agent
          may thereupon (but shall not be obligated  to), at its request,  cause
          such  Collateral to be  registered  in the name of the  Administrative
          Agent or its nominee or agent for the  benefit of the Secured  Parties
          and/or  exercise  such  voting  or  consensual  rights  and  powers as
          appertain  to  ownership  of such  Collateral,  and to that  end  each
          Grantor hereby appoints the  Administrative  Agent as its proxy,  with
          full power of substitution, to vote and exercise all other rights as a
          shareholder  with  respect  to  such  Investment   Property  upon  the
          occurrence  and  during  the  continuance  of any  Default or Event of
          Default,  which proxy is coupled with an interest  and is  irrevocable
          until the Facility Termination Date, and each Grantor hereby agrees to
          provide such further proxies as the Administrative  Agent may request;
          provided, however, that the Administrative Agent in its discretion may
          from time to time refrain from exercising,  and shall not be obligated
          to exercise, any such voting or consensual rights or such proxy.

               (xi) Upon  the  occurrence  and  during  the  continuance  of any
          Default or Event of Default, all rights of the Grantors to receive and
          retain cash  dividends and other  distributions  upon or in respect to
          Investment  Property  pursuant  to clause  (iii) above shall cease and
          shall thereupon be vested in the Administrative  Agent for the benefit
          of the Secured  Parties,  and each Grantor shall, or shall cause,  all
          such  cash  dividends  and other  distributions  with  respect  to the
          Investment  Property to be promptly  delivered  to the  Administrative
          Agent (together,  if the Administrative Agent shall request,  with any
          documents  related thereto) to be held,  released or disposed of by it
          hereunder or, at the option of the Administrative Agent, to be applied
          to the Secured Obligations.

          (f)  Deposit  Accounts.  With respect to its Deposit  Accounts whether
     now existing or hereafter created or acquired and wheresoever located, each
     Grantor represents,  warrants and covenants to the Administrative Agent for
     the benefit of the Secured Parties that:

               (i)  Schedule 9(f) attached  hereto  contains a true and complete
          description of (x) the name and address of each depositary institution
          with which such Grantor maintains a Deposit Account in which collected
          balances  or  deposits  in excess of $50,000 are or may at any time be
          credited or maintained.


                                       18

<PAGE>


               (ii) Except  with  the  express  prior  written  consent  of  the
          Administrative  Agent in each instance,  all Deposit Accounts in which
          collected  balances or deposits in excess of $50,000 are or may at any
          time be credited or  maintained  shall be maintained at all times with
          depositary  institutions  as to which the  Administrative  Agent shall
          have received a Qualifying  Control  Agreement.  Without  limiting the
          generality of the foregoing,  no Grantor shall cause, suffer or permit
          (x) any deposit to be evidenced  by a  certificate  of deposit  unless
          such certificate of deposit is a negotiable instrument and immediately
          upon receipt thereof such certificate shall have been delivered to the
          Administrative Agent, together with a duly executed undated assignment
          in blank  affixed  thereto,  or (y) any Deposit  Account not listed on
          Schedule  9(f) attached  hereto to be opened or  maintained  except in
          each case upon giving not less than  thirty  (30) days' prior  written
          notice to the  Administrative  Agent and taking or causing to be taken
          at such Grantor's  expense all such Perfection  Action,  including the
          delivery of such Perfection Documents,  as may be reasonably requested
          by the  Administrative  Agent to perfect or protect,  or maintain  the
          perfection and priority of, the Lien of the  Administrative  Agent for
          the  benefit  of  the  Secured  Parties  in  Collateral   contemplated
          hereunder.

          (g)  Chattel  Paper.  With  respect to its Chattel  Paper  whether now
     existing or hereafter  created or acquired and  wheresoever  located,  each
     Grantor represents,  warrants and covenants to the Administrative Agent for
     the benefit of the Secured Parties that:

               (i)  Each  Grantor  shall  at  all  times  retain  sole  physical
          possession   of  the  originals  of  all  Chattel  Paper  (other  than
          electronic  Chattel  Paper  and the  electronic  components  of hybrid
          Chattel Paper);  provided,  however,  that (x) upon the request of the
          Administrative Agent from time to time, such Grantor shall immediately
          deliver   physical   possession   of  such   Chattel   Paper   to  the
          Administrative Agent or its designee,  and (y) in the event that there
          shall be created  more than one original  counterpart  of any physical
          document  that  alone or in  conjunction  with any other  physical  or
          electronic document  constitutes Chattel Paper, then such counterparts
          shall be numbered  consecutively  starting  with "1" and such  Grantor
          shall retain the counterpart numbered "1".

               (ii) All  counterparts  of all  tangible  Chattel  Paper (and the
          tangible  components of hybrid Chattel Paper) shall  immediately  upon
          the creation or  acquisition  thereof by any Grantor be  conspicuously
          legended  as  follows:  "A FIRST  PRIORITY  SECURITY  INTEREST IN THIS
          CHATTEL  PAPER HAS BEEN GRANTED TO BANK OF AMERICA,  N.A.,  FOR ITSELF
          AND AS ADMINISTRATIVE AGENT FOR CERTAIN LENDERS PURSUANT TO A SECURITY
          AGREEMENT  DATED AS OF OCTOBER 31, 2005, AS AMENDED FROM TIME TO TIME.
          NO SECURITY  INTEREST OR OTHER  INTEREST IN FAVOR OF ANY OTHER  PERSON
          MAY BE CREATED BY THE TRANSFER OF PHYSICAL  POSSESSION OF THIS CHATTEL
          PAPER OR OF ANY  COUNTERPART  HEREOF  EXCEPT BY OR WITH THE CONSENT OF
          THE  AFORESAID  ADMINISTRATIVE  AGENT  AS  PROVIDED  IN SUCH  SECURITY
          AGREEMENT."  In the case of electronic  Chattel Paper  (including  the


                                       19

<PAGE>


          electronic  components  of hybrid  Chattel  Paper),  no Grantor  shall
          create  or  acquire  any  such  Chattel  Paper  unless,  prior to such
          acquisition or creation, it shall have taken such Perfection Action as
          the  Administrative  Agent may  require  to  perfect  by  control  the
          security interest of the  Administrative  Agent for the benefit of the
          Secured Parties in such Collateral.

               (iii) Other  than  in the  ordinary  course  of  business  and in
          keeping with  reasonable  and  customary  practice,  no Grantor  shall
          amend,  modify,  waive  or  terminate  any  provision  of,  or fail to
          exercise  promptly  and  diligently  each  material  right  or  remedy
          conferred under or in connection  with, any Chattel Paper, in any case
          in such a  manner  as  could  reasonably  be  expected  to  materially
          adversely affect the value of affected Chattel Paper as collateral.

          (h)  Instruments. With respect to its Instruments whether now existing
     or hereafter  created or acquired  and  wheresoever  located,  each Grantor
     represents,  warrants  and  covenants to the  Administrative  Agent for the
     benefit of the Secured Parties that:

               (i)  Each Grantor shall (i) maintain at all times, and furnish to
          the  Administrative  Agent  from  time to  time at the  Administrative
          Agent's  request,  a current list  identifying  in  reasonable  detail
          Instruments  of which such Grantor is the payee or holder and having a
          face amount  payable in excess of $100,000,  and (ii) upon the request
          of  the  Administrative  Agent  from  time  to  time,  deliver  to the
          Administrative  Agent the originals of all such Instruments,  together
          with duly executed  undated  endorsements in blank affixed thereto and
          such other documentation and information as may be necessary to enable
          the Administrative Agent to realize upon the Instruments in accordance
          with their  respective  terms or transfer  the  Instruments  as may be
          permitted under the Loan Documents or by applicable law.

               (ii) Other than in the ordinary course of business and in keeping
          with  reasonable  and  customary  practice,  no Grantor  shall  amend,
          modify,  waive or  terminate  any  provision  of, or fail to  exercise
          promptly and diligently each material right or remedy  conferred under
          or in connection with, any Instrument, in any case in such a manner as
          could reasonably be expected to materially  adversely affect the value
          of affected Instrument as collateral.

          (i)  Commercial  Tort  Claims.  With  respect to its  Commercial  Tort
     Claims   whether  now  existing  or  hereafter   created  or  acquired  and
     wheresoever located, each Grantor represents, warrants and covenants to the
     Administrative Agent for the benefit of the Secured Parties that:

               (i)  Schedule 9(i) attached  hereto  contains a true and complete
          list of all  Commercial  Tort  Claims  in  which  any  Grantor  has an
          interest  and  which  have  been  identified  by a  Grantor  as of its
          Applicable  Date,  and as to which the Pledgor  believes in good faith
          there  exists  the  possibility  of  recovery  (including  by  way  of
          settlement)  of  monetary  relief  in  excess  of  $100,000  ("Grantor
          Claims").  Each Grantor shall furnish to the Administrative Agent from


                                       20

<PAGE>


          time to time upon its  request a  certificate  of an  officer  of such
          Grantor referring to this Section 9(i) and (x) identifying all Grantor
          Claims that are not then  described on Schedule 9(i)  attached  hereto
          and  stating  that each of such  additional  Grantor  Claims  shall be
          deemed added to such Schedule  9(i) and shall  constitute a Commercial
          Tort Claim, a Grantor Claim, and additional Collateral hereunder,  and
          (y)  summarizing  the status or disposition of any Grantor Claims that
          have  been  settled,  or have  been made the  subject  of any  binding
          mediation,  judicial  or  arbitral  proceeding,  or  any  judicial  or
          arbitral  order on the  merits,  or that  have  been  abandoned.  With
          respect to each such  additional  Grantor  Claim,  such Grantor  Claim
          shall be and become  part of the  Collateral  hereunder  from the date
          such claim is identified to the Administrative Agent as provided above
          without further action,  and (ii) the  Administrative  Agent is hereby
          authorized  at the  expense of the  applicable  Grantor to execute and
          file such additional  financing statements or amendments to previously
          filed financing statements,  and take such other action as it may deem
          necessary or advisable, to perfect the Lien on such additional Grantor
          Claims  conferred  hereunder,  and the Grantor  shall,  if required by
          applicable  law or  otherwise  at the  request  of the  Administrative
          Agent,  execute and deliver such  Perfection  Documents  and take such
          other Perfection Action as the  Administrative  Agent may determine to
          be  necessary  or  advisable  to perfect  or  protect  the Lien of the
          Administrative  Agent for the benefit of the  Secured  Parties in such
          additional Grantor Claims conferred hereunder.

          (j)  Internet Property Rights. With respect to its rights,  titles and
     interests  in and to any  internet  domain  names  or  registration  rights
     relating  thereto,  and  any  internet  websites  or  the  content  thereof
     (collectively,   "Internet   Property  Rights")  whether  now  existing  or
     hereafter  created  or  acquired  and  wheresoever  located,  each  Grantor
     represents,  warrants  and  covenants to the  Administrative  Agent for the
     benefit of the Secured Parties that:

               (i)  Schedule 9(j) attached  hereto  contains a true and complete
          description  of (t)  each  internet  domain  name  registered  to such
          Grantor  or  in  which  such  Grantor  has  ownership,   operating  or
          registration  rights,  (u) the name and address of the  registrar  for
          such  internet  domain  name,  (v)  the  registration   identification
          information  for  such  internet  domain  name,  (w) the  name of each
          internet  website  operated  (whether  individually  or  jointly  with
          others) by such  Grantor,  (x) the name and  address of each  internet
          service provider  through whom each such website is operated,  (y) the
          name  and  address  of each  operator  of each  other  internet  site,
          internet  search engine,  internet  directory or Web browser with whom
          such Grantor maintains any advertising or linking  relationship  which
          is material to the  operation  of or flow of internet  traffic to such
          Grantor's  website,  and  (z)  each  technology  licensing  and  other
          agreement  that is material  either to the operation of such Grantor's
          website or to the advertising and linking  relationships  described in
          clause  (y),  and the name and  address  of each  other  party to such
          agreement.

               (ii) Such   Grantor   shall   cause  to  be   delivered   to  the
          Administrative  Agent at or prior to the Closing  Date with respect to
          each  internet  domain  name  registered  to such  Grantor  an undated


                                       21

<PAGE>


          transfer  document,  duly executed in blank by such Grantor and in the
          form  required  by the  applicable  internet  domain  name  registrar,
          sufficient to effect the transfer of each internet  domain name to the
          transferee  thereof  named in such transfer form upon delivery to such
          registrar.  Without  limiting  the  generality  of the  foregoing,  no
          Grantor  shall  acquire  any rights to any  internet  domain  name not
          listed  on  Schedule  9(j)  attached  hereto  except in each case upon
          giving not less than thirty (30) days' prior written notice thereof to
          the  Administrative  Agent,  which notice shall be  accompanied  by an
          appropriate  supplement to Schedule 9(j)  reflecting  such  additional
          name,  the  delivery  of  additional  executed  internet  domain  name
          transfer documents executed in blank with respect thereto,  and taking
          or causing to be taken at such Grantor's  expense all such  Perfection
          Action, including the delivery of such Perfection Documents, as may be
          reasonably  requested  by  the  Administrative  Agent  to  perfect  or
          protect,  or maintain the  perfection and priority of, the Lien of the
          Administrative  Agent  for  the  benefit  of the  Secured  Parties  in
          Collateral  contemplated  hereunder.  Without  limiting the foregoing,
          each Grantor shall furnish to the Administrative Agent and the Lenders
          such  supplements  to  Schedule  9(j)  from  time to time as  shall be
          necessary to keep such Schedule true and complete at all times.

               (iii) So long as no  Default  or  Event  of  Default  shall  have
          occurred and be  continuing,  the  registration  of Internet  Property
          Rights in the name of a Grantor  shall not be changed and such Grantor
          shall be  entitled  to  exercise  all rights and powers  with  respect
          thereto not inconsistent with the terms hereof .

               (iv) Each Grantor hereby expressly  authorizes the Administrative
          Agent following the occurrence and during the continuance of any Event
          of Default  to (i)  complete  and tender  each  internet  domain  name
          transfer  document in its own name or in the name,  place and stead of
          the  Grantor in order to effect the  transfer of any  internet  domain
          name registration,  either to the  Administrative  Agent or to another
          transferee,  as the case may be, and (ii) maintain,  obtain access to,
          and  continue  to operate,  in its own name or in the name,  place and
          stead  of  such  Grantor,  such  Grantor's  internet  website  and the
          contents thereof, and all related advertising,  linking and technology
          licensing  and  other  contractual  relationships,  in  each  case  in
          connection  with the  maintenance,  preservation,  operation,  sale or
          other  disposition  of Collateral  or for any other purpose  permitted
          under the Loan Documents or by applicable law.

     10.  Casualty and Liability Insurance Required.
          ------------------------------------------

          (a)  Each  Grantor  will  keep  the  Collateral  continuously  insured
     against such risks as are customarily insured against by businesses of like
     size and type engaged in the same or similar operations including:

               (i)  casualty  insurance on the Inventory and the Equipment in an
          amount not less than the full insurable value thereof, against loss or
          damage by theft, fire, lightning and other hazards ordinarily included
          under uniform broad form standard extended coverage policies,  limited


                                       22

<PAGE>


          only  as may be  provided  in the  standard  broad  form  of  extended
          coverage  endorsement  at the time in use in the  states  in which the
          Collateral is located;

               (ii) comprehensive general liability insurance against claims for
          bodily injury,  death or property damage  occurring with or about such
          Collateral (such coverage to include  provisions  waiving  subrogation
          against the Secured Parties),  with the  Administrative  Agent and the
          Lenders  as  additional  insureds  thereunder,  in amounts as shall be
          reasonably satisfactory to Administrative Agent;

               (iii) liability  insurance  with respect to the  operation of its
          facilities under the workers' compensation laws of the states in which
          such  Collateral  is  located,  in  amounts  as  shall  be  reasonably
          satisfactory to Administrative Agent; and

               (iv) business  interruption  insurance  in  amounts  as  shall be
          reasonably satisfactory to Administrative Agent.

          (b)  Each   insurance   policy   obtained  in   satisfaction   of  the
     requirements of Section 10(a):

               (i)  may  be  provided  by  blanket  policies  now  or  hereafter
          maintained by each or any Grantor or by the Borrower;

               (ii) shall be issued by such  insurer (or  insurers)  as shall be
          financially   responsible,   of  recognized  standing  and  reasonably
          acceptable to the Administrative Agent;

               (iii) shall be in such form and have such  provisions  (including
          without  limitation the loss payable clause, the waiver of subrogation
          clause,  the  deductible  amount,  if any, and the standard  mortgagee
          endorsement  clause) as are generally  considered  standard provisions
          for the type of insurance  involved and are  reasonably  acceptable in
          all respects to the Administrative Agent;

               (iv) shall prohibit  cancellation  or  substantial  modification,
          termination  or lapse in  coverage  by the  insurer  without  at least
          thirty (30) days' prior written  notice to the  Administrative  Agent,
          except for  non-payment  of premium,  as to which such policies  shall
          provide  for at least  ten (10)  days'  prior  written  notice  to the
          Administrative Agent;

               (v)  without  limiting  the  generality  of  the  foregoing,  all
          insurance  policies where applicable under Section 10(a)(i) carried on
          the Collateral shall name the Administrative Agent, for the benefit of
          the Secured Parties,  as loss payee and the  Administrative  Agent and
          Lenders  as  parties  insured  thereunder  in respect of any claim for
          payment.

          (c)  Prior  to  expiration  of any such  policy,  such  Grantor  shall
     furnish  the  Administrative  Agent  with  evidence   satisfactory  to  the


                                       23

<PAGE>


     Administrative  Agent that the policy or  certificate  has been  renewed or
     replaced or is no longer required by this Security Agreement.

          (d)  Each  Grantor   hereby  makes,   constitutes   and  appoints  the
     Administrative  Agent (and all officers,  employees or agents designated by
     the Administrative  Agent), for the benefit of the Secured Parties, as such
     Grantor's true and lawful attorney (and  agent-in-fact)  for the purpose of
     making,  settling and  adjusting  claims under such  policies of insurance,
     endorsing the name of such Grantor on any check, draft, instrument or other
     item or payment for the  proceeds of such  policies  of  insurance  and for
     making all  determinations  and decisions  with respect to such policies of
     insurance,   which   appointment   is  coupled  with  an  interest  and  is
     irrevocable;   provided,   however,   that  the  powers  pursuant  to  such
     appointment  shall be  exercisable  only upon the occurrence and during the
     continuation of an Event of Default.

          (e)  In the event  such  Grantor  shall fail to  maintain,  or fail to
     cause to be maintained,  the full insurance  coverage required hereunder or
     shall fail to keep any of its  Collateral in good repair and good operating
     condition,  the Administrative  Agent may (but shall be under no obligation
     to),  without  waiving or releasing  any Secured  Obligation  or Default or
     Event of Default  by such  Grantor  hereunder,  contract  for the  required
     policies of insurance and pay the premiums on the same or make any required
     repairs,   renewals  and  replacements;   and  all  sums  so  disbursed  by
     Administrative  Agent,  including reasonable Attorneys' Costs, court costs,
     expenses and other charges related  thereto,  shall be payable on demand by
     such  Grantor to the  Administrative  Agent,  shall be  additional  Secured
     Obligations secured by the Collateral, and (in addition to other rights and
     remedies  resulting from such nonpayment) shall bear interest from the date
     of demand until paid in full at the Default Rate.

          (f)  Each  Grantor  agrees  that to the  extent  that it shall fail to
     maintain,  or fail to cause to be maintained,  the full insurance  coverage
     required  by Section  10(a),  it shall in the event of any loss or casualty
     pay promptly to the  Administrative  Agent,  for the benefit of the Secured
     Parties,  to be held in a separate  account for  application  in accordance
     with the  provisions  of  Sections  10(h),  such  amount as would have been
     received as Net Proceeds  (as  hereinafter  defined) by the  Administrative
     Agent,  for the benefit of the Secured  Parties,  under the  provisions  of
     Section 10(h) had such insurance been carried to the extent required.

          (g)  The  Net  Proceeds  of  the  insurance  carried  pursuant  to the
     provisions of Sections  10(a)(ii) and  10(a)(iii)  shall be applied by such
     Grantor toward satisfaction of the claim or liability with respect to which
     such insurance proceeds may be paid.

          (h)  The Net  Proceeds of the  insurance  carried  with respect to the
     Collateral  pursuant to the provisions of Section  10(a)(i) hereof shall be
     paid to such  Grantor  and held by such  Grantor in a separate  account and
     applied,  as long  as no  Event  of  Default  shall  have  occurred  and be
     continuing, as follows: after any loss under any such insurance and payment
     of the  proceeds of such  insurance,  each  Grantor  shall have a period of
     thirty (30) days after  payment of the  insurance  proceeds with respect to
     such loss to elect to  either  (x)  repair or  replace  the  Collateral  so
     damaged, (y) deliver such Net Proceeds to the Administrative Agent, for the


                                       24

<PAGE>


     benefit of the Secured Parties, as additional  Collateral or (z) apply such
     Net Proceeds to the acquisition of tangible assets constituting  Collateral
     used or useful in the conduct of the business of such  Grantor,  subject to
     the provisions of this Security Agreement. If such Grantor elects to repair
     or replace the  Collateral so damaged,  such Grantor  agrees the Collateral
     shall be  repaired  to a  condition  substantially  similar to or of better
     quality or higher value than its condition prior to damage or replaced with
     Collateral in a condition  substantially similar to or of better quality or
     higher value than the  condition  of the  Collateral  so replaced  prior to
     damage.  At all times during which an Event of Default  shall have occurred
     and be continuing,  the  Administrative  Agent shall be entitled to receive
     direct and  immediate  payment of the proceeds of such  insurance  and such
     Grantor shall take all action as the  Administrative  Agent may  reasonably
     request to accomplish such payment.  Notwithstanding the foregoing,  in the
     event such Grantor  shall  receive any such  proceeds,  such Grantor  shall
     immediately  deliver  such  proceeds to such  Administrative  Agent for the
     benefit of the Secured Parties as additional  Collateral,  and pending such
     delivery  shall hold such  proceeds in trust for the benefit of the Secured
     Parties and keep the same segregated from its other funds.

          (i)  "Net Proceeds"  when used with respect to any insurance  proceeds
     shall mean the gross  proceeds from such  proceeds,  award or other amount,
     less all taxes, fees and expenses (including  Attorneys' Costs) incurred in
     the realization thereof.

          (j)  In case of any  material  damage to,  destruction  or loss of, or
     claim or proceeding  against,  all or any material  part of the  Collateral
     pledged  hereunder  by a Grantor,  such  Grantor  shall give prompt  notice
     thereof  to the  Administrative  Agent.  Each such  notice  shall  describe
     generally the nature and extent of such damage, destruction, loss, claim or
     proceeding. Subject to Section 10(d), each Grantor is hereby authorized and
     empowered to adjust or compromise any loss under any such  insurance  other
     than losses  relating to claims made directly  against any Secured Party as
     to  which  the  insurance  described  in  Section  10(a)(ii)  or  (iii)  is
     applicable.

          (k)  The provisions contained in this Security Agreement pertaining to
     insurance  shall be  cumulative  with any  additional  provisions  imposing
     additional  insurance  requirements  with respect to the  Collateral or any
     other property on which a Lien is conferred under any Security Instrument.

     11.  Rights and Remedies Upon Event of Default.  Upon and after an Event of
Default,  the Administrative  Agent shall have the following rights and remedies
on behalf of the  Secured  Parties in addition  to any rights and  remedies  set
forth elsewhere in this Security  Agreement or the other Loan Documents,  all of
which may be exercised with or, if allowed by law, without notice to a Grantor:

          (a)  All of the rights and  remedies of a secured  party under the UCC
     or under other  applicable  law, all of which rights and remedies  shall be
     cumulative,  and none of which shall be exclusive,  to the extent permitted
     by law, in  addition to any other  rights and  remedies  contained  in this
     Security Agreement or any other Loan Document;


                                       25

<PAGE>

          (b)  The right to foreclose the Liens and security  interests  created
     under this  Security  Agreement  by any  available  judicial  procedure  or
     without judicial process;

          (c)  The right to (i) enter  upon the  premises  of a Grantor  through
     self-help and without  judicial  process,  without first  obtaining a final
     judgment or giving such Grantor notice or opportunity  for a hearing on the
     validity of the Administrative  Agent's claim and without any obligation to
     pay rent to such Grantor, or any other place or places where any Collateral
     is located and kept, and remove the Collateral therefrom to the premises of
     the Administrative Agent or any agent of the Administrative Agent, for such
     time as the  Administrative  Agent  may  desire,  in order  effectively  to
     collect or  liquidate  the  Collateral,  (ii)  require  such Grantor or any
     bailee or other agent of such Grantor to assemble the  Collateral  and make
     it available to the Administrative Agent at a place to be designated by the
     Administrative  Agent that is reasonably  convenient  to both parties,  and
     (iii) notify any or all Persons party to a Qualifying  Control Agreement or
     who  otherwise  have  possession  of or control over any  Collateral of the
     occurrence of an Event of Default and other appropriate circumstances,  and
     exercise  control  over  and  take  possession  or  custody  of  any or all
     Collateral in the possession, custody or control of such other Persons;

          (d)  The right to (i) exercise all of a Grantor's  rights and remedies
     with respect to the  collection of Accounts,  Chattel  Paper,  Instruments,
     Supporting  Obligations  and General  Intangibles  (collectively,  "Payment
     Collateral"),  including  the right to demand  payment  thereof and enforce
     payment,   by  legal  proceedings  or  otherwise;   (ii)  settle,   adjust,
     compromise,  extend or renew  all or any  Payment  Collateral  or any legal
     proceedings  pertaining  thereto;  (iii)  discharge  and release all or any
     Payment  Collateral;  (iv)  take  control,  in any  manner,  of any item of
     payment or proceeds  referred to in Section 5 above; (v) prepare,  file and
     sign a Grantor's name on any Proof of Claim in bankruptcy,  notice of Lien,
     assignment  or  satisfaction  of Lien or similar  document in any action or
     proceeding adverse to any obligor under any Payment Collateral or otherwise
     in  connection  with any  Payment  Collateral;  (vi)  endorse the name of a
     Grantor upon any chattel  paper,  document,  instrument,  invoice,  freight
     bill,  bill of lading or similar  document  or  agreement  relating  to any
     Collateral;  (vii)  use  the  information  recorded  on or  contained  on a
     Grantor's  internet  website or otherwise in any data processing  equipment
     and computer  hardware and software  relating to any  Collateral to which a
     Grantor has access; (viii) open such Grantor's mail and collect any and all
     amounts due to such  Grantor from any Account  Debtors or other  obligor in
     respect of Payment  Collateral;  (ix) take over such  Grantor's post office
     boxes or make other arrangements as the Administrative  Agent, on behalf of
     the Secured  Parties,  deems  necessary  to receive  such  Grantor's  mail,
     including  notifying the post office  authorities to change the address for
     delivery  of such  Grantor's  mail to such  address  as the  Administrative
     Agent, on behalf of the Secured Parties,  may designate;  (x) notify any or
     all Account  Debtors or other obligor on any Payment  Collateral  that such
     Payment  Collateral has been assigned to the  Administrative  Agent for the
     benefit of the Secured Parties and that Administrative Agent has a security
     interest therein for the benefit of the Secured Parties  (provided that the
     Administrative  Agent may at any time give such notice to an Account Debtor
     that is a department, agency or authority of the United States government);
     each  Grantor  hereby  agrees that any such notice,  in the  Administrative


                                       26

<PAGE>

     Agent's  sole  discretion,  may (but  need  not) be sent on such  Grantor's
     stationery,  in which event such Grantor shall co-sign such notice with the
     Administrative Agent if requested to do so by the Administrative Agent; and
     (xi) do all acts  and  things  and  execute  all  documents  necessary,  in
     Administrative Agent's sole discretion,  to collect the Payment Collateral;
     and

          (e)  The  right to sell  all or any  Collateral  in its then  existing
     condition,  or after any further  manufacturing or processing  thereof,  at
     such time or times, at public or private sale or sales, with such notice as
     may be required by law, in lots or in bulk, for cash or on credit,  with or
     without representations and warranties, all as the Administrative Agent, in
     its sole discretion,  may deem advisable.  The  Administrative  Agent shall
     have the right to conduct  such sales on a Grantor's  premises or elsewhere
     and shall have the right to use a  Grantor's  premises  without  charge for
     such sales for such time or times as the Administrative  Agent may see fit.
     The  Administrative  Agent  may,  if it deems it  reasonable,  postpone  or
     adjourn any sale of the Collateral  from time to time by an announcement at
     the time and place of such postponed or adjourned  sale, and such sale may,
     without  further  notice,  be made at the time and place to which it was so
     adjourned.  Each  Grantor  agrees  that  the  Administrative  Agent  has no
     obligation to preserve rights to the Collateral against prior parties or to
     marshal any  Collateral for the benefit of any Person.  The  Administrative
     Agent  for  the  benefit  of the  Secured  Parties  is  hereby  granted  an
     irrevocable  fully paid license or other right  (including  each  Grantor's
     rights under any license or any franchise  agreement),  each of which shall
     remain in full force and effect until the  Facility  Termination  Date,  to
     use, without charge, each of the labels, patents, copyrights,  names, trade
     secrets, trade names, trademarks and advertising matter, or any property of
     a similar  nature owned or licensed by any  Grantor,  as it pertains to the
     Collateral,  in completing  production of, advertising for sale and selling
     any  Collateral.   If  any  of  the  Collateral   shall  require   repairs,
     maintenance,  preparation or the like, or is in process or other unfinished
     state,  the  Administrative  Agent  shall have the right,  but shall not be
     obligated, to perform such repairs, maintenance, preparation, processing or
     completion  of  manufacturing  for the  purpose of putting the same in such
     saleable form as the Administrative  Agent shall deem appropriate,  but the
     Administrative  Agent  shall  have  the  right  to sell or  dispose  of the
     Collateral  without  such  processing  and no Grantor  shall have any claim
     against the Administrative  Agent for the value that may have been added to
     such Collateral with such processing. In addition, each Grantor agrees that
     in the event notice is  necessary  under  applicable  law,  written  notice
     mailed to such Grantor in the manner  specified  herein ten (10) days prior
     to the date of public  sale of any of the  Collateral  or prior to the date
     after which any private sale or other disposition of the Collateral will be
     made shall constitute  commercially  reasonable notice to such Grantor. All
     notice  is  hereby  waived  with  respect  to any of the  Collateral  which
     threatens to decline  speedily in value or is of a type customarily sold on
     a recognized market. The Administrative  Agent may purchase all or any part
     of the  Collateral at public or, if permitted by law,  private  sale,  free
     from any  right of  redemption  which is  hereby  expressly  waived by such
     Grantor and, in lieu of actual payment of such purchase price,  may set off
     the amount of such price  against the  Secured  Obligations.  Each  Grantor
     recognizes that the  Administrative  Agent may be unable to effect a public
     sale of  certain  of the  Collateral  by  reason  of  certain  prohibitions
     contained in the Securities Act of 1933, as amended (the "Securities Act"),
     and  applicable  state  law,  and may be  otherwise  delayed  or  adversely
     affected in effecting any sale by reason of present or future  restrictions


                                       27

<PAGE>


     thereon imposed by governmental  authorities ("Affected  Collateral"),  and
     that  as  a  consequence  of  such   prohibitions   and   restrictions  the
     Administrative  Agent may be compelled (i) to resort to one or more private
     sales to a  restricted  group of  purchasers  who will be obliged to agree,
     among other things,  to acquire Affected  Collateral for their own account,
     for investment and not with a view to the  distribution  or resale thereof,
     or (ii) to seek regulatory approval of any proposed sale or sales, or (iii)
     to limit the  amount of  Affected  Collateral  sold to any Person or group.
     Each Grantor agrees and  acknowledges  that private sales so made may be at
     prices and upon terms less  favorable to such Grantor than if such Affected
     Collateral  was sold either at public sales or at private sales not subject
     to other regulatory restrictions,  and that the Administrative Agent has no
     obligation to delay the sale of any Affected  Collateral  for the period of
     time  necessary  to permit the  Grantor or any other  Person to register or
     otherwise   qualify   them  under  or  exempt  them  from  any   applicable
     restriction,  even if such  Grantor or other Person would agree to register
     or otherwise  qualify or exempt such Affected  Collateral so as to permit a
     public sale under the Securities Act or applicable  state law. Each Grantor
     further agrees,  to the extent permitted by applicable law, that the use of
     private sales made under the foregoing circumstances to dispose of Affected
     Collateral shall be deemed to be dispositions in a commercially  reasonable
     manner.  Each Grantor hereby acknowledges that a ready market may not exist
     for  Affected  Collateral  that  is not  traded  on a  national  securities
     exchange or quoted on an automated quotation system.

     The net cash proceeds resulting from the collection,  liquidation, sale, or
other  disposition  of the  Collateral  shall be applied  first to the  expenses
(including all Attorneys' Costs) of retaking,  holding, storing,  processing and
preparing for sale, selling,  collecting,  liquidating and the like, and then to
the  satisfaction  of all Secured  Obligations  in accordance  with the terms of
Section  8.03 of the  Credit  Agreement.  Each  Grantor  shall be  liable to the
Administrative  Agent, for the benefit of the Secured Parties,  and shall pay to
the Administrative  Agent, for the benefit of the Secured Parties, on demand any
deficiency  which  may  remain  after  such  sale,  disposition,  collection  or
liquidation of the Collateral.

     12.  Attorney-in-Fact.  Each Grantor  hereby  appoints  the  Administrative
Agent as the  Grantor's  attorney-in-fact  for the  purposes of carrying out the
provisions  of this  Security  Agreement and taking any action and executing any
instrument  which the  Administrative  Agent may deem  necessary or advisable to
accomplish the purposes  hereof,  which  appointment is irrevocable  and coupled
with an interest;  provided,  that the  Administrative  Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during
the continuance of an Event of Default.  Without  limiting the generality of the
foregoing,  upon  the  occurrence  and  during  the  continuance  of an Event of
Default, the Administrative Agent shall have the right and power

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

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


                                       28

<PAGE>


          (c)  to endorse such  Grantor's name on any checks,  notes,  drafts or
     any other payment  relating to or  constituting  proceeds of the Collateral
     which   comes   into  the   Administrative   Agent's   possession   or  the
     Administrative  Agent's control, and deposit the same to the account of the
     Administrative  Agent, for the benefit of the Secured  Parties,  on account
     and for payment of the Secured Obligations.

          (d)  to  file  any  claims  or  take  any  action  or  institute   any
     proceedings that the  Administrative  Agent may deem necessary or desirable
     for the  collection  of any of the  Collateral  or otherwise to enforce the
     rights of the Administrative Agent, for the benefit of the Secured Parties,
     with respect to any of the Collateral; and

          (e)  to execute,  in connection with any sale or other  disposition of
     Collateral  provided for herein,  any  endorsement,  assignments,  or other
     instruments of conveyance or transfer with respect thereto.

     13.  Reinstatement.  The granting of a security  interest in the Collateral
and the other provisions hereof shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of any of the Secured Obligations
is rescinded or must  otherwise be returned by any Secured Party or is repaid by
any Secured  Party in whole or in part in good faith  settlement of a pending or
threatened  avoidance  claim,   whether  upon  the  insolvency,   bankruptcy  or
reorganization  of any  Grantor  or any other Loan  Party or  otherwise,  all as
though such payment had not been made.  The  provisions of this Section 13 shall
survive  repayment  of all of the Secured  Obligations  and the  termination  or
expiration of this Security  Agreement in any manner,  including but not limited
to termination upon occurrence of the Facility Termination Date.

     14.  Certain  Waivers by the  Grantors.  Each Grantor  waives to the extent
permitted by  applicable  law (a) any right to require any Secured  Party or any
other obligee of the Secured  Obligations  to (x) proceed  against any Person or
entity,  including  without  limitation any Loan Party,  (y) proceed  against or
exhaust any Collateral or other collateral for the Secured  Obligations,  or (z)
pursue any other remedy in its power;  (b) any defense  arising by reason of any
disability or other  defense of any other Person,  or by reason of the cessation
from any cause  whatsoever of the  liability of any other Person or entity,  (c)
any right of  subrogation,  and (d) any right to enforce  any  remedy  which any
Secured  Party or any other  obligee of the Secured  Obligations  now has or may
hereafter  have  against  any other  Person and any  benefit of and any right to
participate  in any  collateral or security  whatsoever now or hereafter held by
the  Administrative  Agent for the benefit of the Secured Parties.  Each Grantor
authorizes each Secured Party and each other obligee of the Secured  Obligations
without notice (except notice  required by applicable law) or demand and without
affecting its liability  hereunder or under the Loan Documents from time to time
to: (i) take and hold security,  other than the Collateral herein described, for
the payment of such  Secured  Obligations  or any part  thereof,  and  exchange,
enforce,  waive and release the Collateral  herein described or any part thereof
or any such other security; and (ii) apply such Collateral or other security and
direct the order or manner of sale thereof as such  Secured  Party or obligee in
its discretion may determine.

     The Administrative  Agent may at any time deliver (without  representation,
recourse or warranty)  the  Collateral  or any part thereof to a Grantor and the
receipt thereof by such Grantor shall be a complete and full acquittance for the


                                       29

<PAGE>


Collateral  so  delivered,  and the  Administrative  Agent shall  thereafter  be
discharged from any liability or responsibility therefor.

     15.  Continued  Powers.  Until the  Facility  Termination  Date  shall have
occurred, the power of sale and other rights, powers and remedies granted to the
Administrative  Agent for the benefit of the  Secured  Parties  hereunder  shall
continue to exist and may be exercised by the  Administrative  Agent at any time
and  from  time  to  time  irrespective  of the  fact  that  any of the  Secured
Obligations  or any part  thereof  may have  become  barred  by any  statute  of
limitations or that any part of the liability of any Grantor may have ceased.

     16.  Other  Rights.   The  rights,   powers  and  remedies   given  to  the
Administrative  Agent for the  benefit of the Secured  Parties by this  Security
Agreement  shall be in addition to all rights,  powers and remedies given to the
Administrative  Agent or any Secured  Party under any other Loan  Document or by
virtue of any statute or rule of law. Any forbearance or failure or delay by the
Administrative  Agent in exercising any right,  power or remedy  hereunder shall
not be deemed to be a waiver of such right,  power or remedy,  and any single or
partial exercise of any right,  power or remedy hereunder shall not preclude the
further  exercise  thereof;  and every  right,  power and remedy of the  Secured
Parties  shall  continue  in full force and effect  until such  right,  power or
remedy  is  specifically  waived  in  accordance  with the  terms of the  Credit
Agreement.

     17.  Anti-Marshaling  Provisions. The right is hereby given by each Grantor
to the  Administrative  Agent, for the benefit of the Secured  Parties,  to make
releases  (whether  in whole  or in  part) of all or any part of the  Collateral
agreeable  to the  Administrative  Agent  without  notice  to,  or the  consent,
approval or agreement of other parties and interests,  including junior lienors,
which releases shall not impair in any manner the validity of or priority of the
Liens and security interests in the remaining  Collateral  conferred  hereunder,
nor release any Grantor from  personal  liability  for the Secured  Obligations.
Notwithstanding  the existence of any other security  interest in the Collateral
held by the  Administrative  Agent, for the benefit of the Secured Parties,  the
Administrative Agent shall have the right to determine the order in which any or
all of the  Collateral  shall be  subjected  to the  remedies  provided  in this
Security Agreement.  Each Grantor hereby waives any and all right to require the
marshaling  of assets in  connection  with the  exercise of any of the  remedies
permitted by applicable law or provided herein or in any other Loan Document.

     18.  Entire  Agreement.  This Security  Agreement and each Security Joinder
Agreement,  together  with  the  Credit  Agreement  and  other  Loan  Documents,
constitutes  and expresses the entire  understanding  between the parties hereto
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,   agreements  and  understandings,   inducements,  commitments  or
conditions, express or implied, oral or written, except as contained in the Loan
Documents.  The express  terms  hereof and of the  Security  Joinder  Agreements
control  and  supersede  any  course  of  performance  or  usage  of  the  trade
inconsistent  with any of the terms  hereof or thereof.  Neither  this  Security
Agreement nor any Security Joinder Agreement nor any portion or provision hereof
or  thereof  may  be  changed,  altered,  modified,  supplemented,   discharged,
canceled,  terminated, or amended orally or in any manner other than as provided
in the Credit Agreement.


                                       30

<PAGE>

     19.  Third Party Reliance. Each Grantor hereby consents and agrees that all
issuers  of or  obligors  in  respect  of any  Collateral,  and  all  securities
intermediaries, warehousemen, bailees, public officials and other Persons having
any interest  in,  possession  of,  control  over or right,  privilege,  duty or
discretion  in  respect  of,  any  Collateral  shall be  entitled  to accept the
provisions hereof and of the Security Joinder Agreements as conclusive  evidence
of the right of the Administrative  Agent, on behalf of the Secured Parties,  to
exercise its rights  hereunder  or  thereunder  with respect to the  Collateral,
notwithstanding  any other notice or direction  to the  contrary  heretofore  or
hereafter given by any Grantor or any other Person to any of such Persons.

     20.  Binding  Agreement;  Assignment.  This  Security  Agreement  and  each
Security Joinder Agreement,  and the terms,  covenants and conditions hereof and
thereof,  shall be binding upon and inure to the benefit of the parties  hereto,
and to their respective successors and assigns,  except that no Grantor shall be
permitted to assign this Security  Agreement,  any Security Joinder Agreement or
any interest  herein or therein or, except as expressly  permitted  herein or in
the Credit Agreement, in the Collateral or any part thereof or interest therein.
Without  limiting the  generality of the foregoing  sentence of this Section 20,
any Lender may assign to one or more  Persons,  or grant to one or more  Persons
participations in or to, all or any part of its rights and obligations under the
Credit Agreement (to the extent permitted by the Credit  Agreement);  and to the
extent of any such assignment or  participation  such other Person shall, to the
fullest extent  permitted by law,  thereupon become vested with all the benefits
in respect thereof granted to such Lender herein or otherwise,  subject however,
to  the  provisions  of the  Credit  Agreement,  including  Article  IX  thereof
(concerning  the  Administrative  Agent) and Section 10.07  thereof  (concerning
assignments and  participations).  All references  herein to the  Administrative
Agent  and to the  Secured  Parties  shall  include  any  successor  thereof  or
permitted  assignee,  and any other  obligees  from time to time of the  Secured
Obligations.

     21.  Related Credit Arrangements.  All obligations of each Grantor under or
in respect of Related Credit  Arrangements to which any Lender or its Affiliates
is a party shall be deemed to be Secured  Obligations  secured hereby,  and each
Lender or Affiliate of a Lender  party to any such  Related  Credit  Arrangement
shall be deemed to be a Secured  Party  hereunder  with  respect to such Secured
Obligations;  provided, however, that such obligations shall cease to be Secured
Obligations at such time, prior to the Facility Termination Date, as such Person
(or  Affiliate  of such  Person)  shall cease to be a "Lender"  under the Credit
Agreement.

     No Person who obtains  the benefit of any Lien by virtue of the  provisions
of this  Section  shall have any right to notice of any action or to consent to,
direct or object to any action  hereunder  or under any other Loan  Document  or
otherwise in respect of the  Collateral  (including the release or impairment of
any  Collateral)  other than in its  capacity as a Lender and only to the extent
expressly provided in the Loan Documents.  Each Secured Party not a party to the
Credit Agreement who obtains the benefit of this Security Agreement by virtue of
the provisions of this Section shall be deemed to have acknowledged and accepted
the appointment of the Administrative  Agent pursuant to the terms of the Credit
Agreement,   and  that  with  respect  to  the  actions  and  omissions  of  the
Administrative  Agent  hereunder  or  otherwise  relating  hereto that do or may
affect such  Secured  Party,  the  Administrative  Agent and each of its Related
Parties shall be entitled to all the rights,  benefits and immunities  conferred
under Article IX of the Credit Agreement.


                                       31

<PAGE>


     22.  Severability.   The   provisions  of  this   Security   Agreement  are
independent of and separable from each other. If any provision  hereof shall for
any reason be held invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or  enforceability  of any other provision hereof,
but  this  Security   Agreement  shall  be  construed  as  if  such  invalid  or
unenforceable provision had never been contained herein.

     23.  Counterparts. This Security Agreement may be executed in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original,  and it shall  not be  necessary  in  making  proof  of this  Security
Agreement to produce or account for more than one such  counterpart  executed by
the Grantor against whom  enforcement is sought.  Without limiting the foregoing
provisions of this Section 23, the provisions of Section  10.02(b) of the Credit
Agreement shall be applicable to this Security Agreement.

     24.  Termination.  Subject to the  provisions  of Section 13, this Security
Agreement  and each  Security  Joinder  Agreement,  and all  obligations  of the
Grantors  hereunder  (excluding those obligations and liabilities that expressly
survive such termination)  shall terminate without delivery of any instrument or
performance of any act by any party on the Facility  Termination Date. Upon such
termination of this Security Agreement,  the Administrative  Agent shall, at the
request and sole expense of the Grantors,  promptly deliver to the Grantors such
termination  statements  and take  such  further  actions  as the  Grantors  may
reasonably  request to  terminate of record,  or  otherwise to give  appropriate
notice of the termination of, any Lien conferred hereunder.

     25.  Notices. Any notice required or permitted hereunder shall be given (a)
with  respect to the  Borrower,  at the address for the giving of notice then in
effect  under the Credit  Agreement,  (b) with  respect to any  Grantor,  at the
address  then in effect  for the giving of  notices  to such  Grantor  under the
Guaranty  to which it is a party,  and (c) with  respect  to the  Administrative
Agent or a Lender, at the  Administrative  Agent's address indicated in Schedule
10.02 of the Credit Agreement.  All such addresses may be modified, and all such
notices shall be given and shall be effective,  as provided in Schedule 10.02 of
the  Credit   Agreement  for  the  giving  and   effectiveness  of  notices  and
modifications of addresses thereunder.

     26.  Joinder.  Each Person who shall at any time execute and deliver to the
Administrative  Agent a Security  Joinder  Agreement  substantially  in the form
attached  as  Exhibit  A hereto  shall  thereupon  irrevocably,  absolutely  and
unconditionally  become a party hereto and obligated  hereunder as a Grantor and
shall have thereupon pursuant to Section 2 hereof granted a security interest in
and  collaterally  assigned to the  Administrative  Agent for the benefit of the
Secured  Parties  all  Collateral  in  which  it has at its  Applicable  Date or
thereafter  acquires any interest or the power to transfer,  and all  references
herein and in the other Loan Documents to the Grantors or to the parties to this
Security  Agreement  shall  be  deemed  to  include  such  Person  as a  Grantor
hereunder.   Each  Security  Joinder  Agreement  shall  be  accompanied  by  the
Supplemental  Schedules  referred  to  therein,   appropriately  completed  with
information  relating to the Grantor  executing such Security Joinder  Agreement
and its property.  Each of the  applicable  Schedules  attached  hereto shall be
deemed  amended and  supplemented  without  further  action by such  information
reflected on the Supplemental Schedules.


                                       32

<PAGE>


     27.  Rules of  Interpretation.  The rules of  interpretation  contained  in
Sections  1.02 and 1.05 of the  Credit  Agreement  shall be  applicable  to this
Security   Agreement  and  each  Security  Joinder   Agreement  and  are  hereby
incorporated by reference.  All representations and warranties  contained herein
shall  survive the delivery of documents and any Credit  Extensions  referred to
herein or secured hereby.

     28.  Governing Law; Waivers.

          (a)  THIS SECURITY AGREEMENT AND EACH SECURITY JOINDER AGREEMENT SHALL
     BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF
     NEW YORK APPLICABLE TO CONTRACTS  EXECUTED,  AND TO BE FULLY PERFORMED,  IN
     SUCH STATE;  PROVIDED THAT (i) WITH RESPECT TO THOSE INSTANCES IN WHICH THE
     APPLICABLE  CHOICE OF LAWS RULES OF SUCH STATE,  INCLUDING SECTION 9-301 OF
     THE UCC,  REQUIRE  THAT THE MANNER OF  CREATION  OF A SECURITY  INTEREST IN
     SPECIFIC  COLLATERAL OR THE MANNER OR EFFECT OF PERFECTION OR NONPERFECTION
     OR THE RULES GOVERNING PRIORITY OF SECURITY INTERESTS ARE TO BE GOVERNED BY
     THE LAWS OF ANOTHER JURISDICTION,  THEN THE LAWS OF SUCH OTHER JURISDICTION
     SHALL GOVERN SUCH  MATTERS,  (ii) EACH CONTROL  AGREEMENT  (INCLUDING  EACH
     QUALIFYING  CONTROL  AGREEMENT)  APPLICABLE  TO ANY  SECURITIES  ACCOUNT OR
     DEPOSIT ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE JURISDICTION SPECIFIED
     IN SUCH CONTROL  AGREEMENT,  OR  OTHERWISE BY THE LAWS OF THE  JURISDICTION
     THAT GOVERN THE SECURITIES ACCOUNT OR DEPOSIT ACCOUNT TO WHICH SUCH CONTROL
     AGREEMENT  RELATES,  AND (iii) IN THOSE  INSTANCES IN WHICH THE LAWS OF THE
     JURISDICTION  IN WHICH  COLLATERAL IS LOCATED GOVERN MATTERS  PERTAINING TO
     THE METHODS AND EFFECT OF REALIZING ON COLLATERAL, SUCH LAWS SHALL BE GIVEN
     EFFECT WITH RESPECT TO SUCH MATTERS.

          (b)  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
     THAT ANY SUIT,  ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING TO THIS
     SECURITY  AGREEMENT OR ANY SECURITY  JOINDER  AGREEMENT OR THE TRANSACTIONS
     CONTEMPLATED  HEREIN OR THEREIN MAY BE  INSTITUTED  IN ANY STATE OR FEDERAL
     COURT SITTING IN THE COUNTY OF NEW YORK,  STATE OF NEW YORK,  UNITED STATES
     OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT OR
     A SECURITY  JOINDER  AGREEMENT,  EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY
     HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE  JURISDICTION OF
     ANY SUCH SUIT, ACTION OR PROCEEDING,  AND IRREVOCABLY SUBMITS GENERALLY AND
     UNCONDITIONALLY  TO THE  JURISDICTION  OF ANY SUCH  COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING.


                                       33

<PAGE>


          (c)  EACH  GRANTOR  AGREES  THAT  SERVICE  OF  PROCESS  MAY BE MADE BY
     PERSONAL  SERVICE OF A COPY OF THE  SUMMONS  AND  COMPLAINT  OR OTHER LEGAL
     PROCESS IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  OR BY ANY OTHER METHOD OF
     SERVICE  PROVIDED FOR UNDER THE  APPLICABLE  LAWS IN EFFECT IN THE STATE OF
     NEW YORK.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
     THE  ADMINISTRATIVE  AGENT FROM  BRINGING  ANY SUIT,  ACTION OR  PROCEEDING
     ARISING OUT OF OR  RELATING  TO THIS  SECURITY  AGREEMENT  OR ANY  SECURITY
     JOINDER  AGREEMENT  OR THE OTHER LOAN  DOCUMENTS IN THE COURTS OF ANY PLACE
     WHERE ANY OTHER  PARTY OR ANY OF SUCH  PARTY'S  PROPERTY  OR ASSETS  MAY BE
     FOUND OR LOCATED.  TO THE EXTENT  PERMITTED BY THE  APPLICABLE  LAWS OF ANY
     SUCH  JURISDICTION,   EACH  GRANTOR  HEREBY  IRREVOCABLY   SUBMITS  TO  THE
     JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
     SUIT,  ACTION OR PROCEEDING,  THE JURISDICTION OF ANY OTHER COURT OR COURTS
     WHICH NOW OR  HEREAFTER,  BY REASON OF ITS PRESENT OR FUTURE  DOMICILE,  OR
     OTHERWISE, MAY BE AVAILABLE UNDER APPLICABLE LAW.

          (e)  IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES  UNDER OR  RELATED  TO THIS  SECURITY  AGREEMENT  OR ANY  SECURITY
     JOINDER  AGREEMENT  OR ANY  AMENDMENT,  INSTRUMENT,  DOCUMENT OR  AGREEMENT
     DELIVERED  OR THAT MAY IN THE FUTURE BE DELIVERED  IN  CONNECTION  WITH THE
     FOREGOING,  EACH PARTY HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE
     LAW, THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED BEFORE A COURT AND
     NOT BEFORE A JURY AND HEREBY EXPRESSLY  WAIVES,  TO THE EXTENT PERMITTED BY
     APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH
     ACTION, SUIT OR PROCEEDING.

          (f)  EACH GRANTOR  HEREBY  EXPRESSLY  WAIVES ANY OBJECTION IT MAY HAVE
     THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
     HEREOF IS AN INCONVENIENT FORUM.

                            [Signature pages follow.]

                                       34

<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Security
Agreement on the day and year first written above.

                              GRANTORS:

                              MAIN STREET RESTAURANT GROUP, INC.
                              CORNERSTONE PRODUCTIONS, INC.
                              MAIN ST. MIDWEST, INC.
                              MAIN ST. CALIFORNIA, INC.
                              BAMBOO CLUB, INC.
                              REDFISH CLEVELAND, INC.


                              By:    /s/ William G. Shrader
                                   ---------------------------------------------
                              Name:  William G. Shrader
                              Title: President and Chief Executive Officer


                              By:    /s/ Michael Garnreiter
                                   ---------------------------------------------
                              Name:  Michael Garnreiter
                              Title: Executive Vice President and Assistant
                                     Secretary



                              REDFISH AMERICA, L.L.C.

                              By:  Main Street Restaurant Group, Inc.,
                                   It's Manager


                              By:    /s/ William G. Shrader
                                   ---------------------------------------------
                              Name:  William G. Shrader
                              Title: President and Chief Executive Officer


                              By:    /s/ Michael Garnreiter
                                   ---------------------------------------------
                              Name:  Michael Garnreiter
                              Title: Executive Vice President and Assistant
                                     Secretary


                               SECURITY AGREEMENT
                                 Signature Page

<PAGE>


                              ADMINISTRATIVE AGENT:

                              BANK OF AMERICA, N.A., as Administrative Agent


                              By:   /s/ Anne M. Zeschke
                                 ---------------------------------------------
                              Name: Anne M. Zeeschke
                                   -------------------------------------------
                              Title: Assistant Vice President
                                   -------------------------------------------


                               SECURITY AGREEMENT
                                 Signature Page