1<PAGE>

                     Form Only (may need to be modified to conform to local law)


                        VACATION CLUB SECURITY AGREEMENT


                  THIS VACATION CLUB SECURITY AGREEMENT (this "Agreement"),
dated as of the ___ day of _______________, 1999, made by _________ (the
"Grantor"), in favor of United States Trust Company of New York ("U.S. Trust"),
in its capacity as trustee (in such capacity, the "Trustee") under the Indenture
(as defined), for the ratable benefit of the Holders (the "Noteholders") of the
13% Senior Secured Notes due 2005 (the "Notes") issued by Epic Resorts, LLC, a
Delaware limited liability company (the "Company"), and Epic Capital Corp., a
Delaware corporation ("Capital Corp." and, together with the Company, the "Note
Issuers") under the Indenture dated as of July 8, 1998 (as heretofore and
hereafter amended, the "Indenture"), among the Note Issuers, the Subsidiary
Guarantors named therein and the Trustee.

                                    RECITALS

                  A. Grantor is, or heretofore was, the owner of [identify
Resort] (the "Resort").

                  B. Grantor's interest in the Resort is encumbered by a
mortgage or deed of trust (the "Security Instrument") granted to or for the
benefit of Trustee as security for the Obligations (hereinafter defined).

                  C. Grantor has conveyed, or is about to convey, portions of
the Resort to the Vacation Club (hereinafter defined) and may convey additional
portions of the Resort to the Vacation Club in the future.

                  D. Grantor has requested Trustee to release, from time to
time, the lien of the Security Instrument from the portions of the Resort
conveyed from time to time by Grantor to the Vacation Club, and Trustee is
willing to do so pursuant to the terms of the Indenture.

                  E. One of the conditions to Trustee's obligation to release
the portions of the Resort conveyed to the Vacation Club is that Grantor retain,
or immediately obtain from the Vacation Club at the time of such conveyance,
Club Membership Interests (hereinafter defined) in the Vacation Ownership
Interests (hereinafter defined) allocable and attributable to the portions of
the Resort conveyed to the Vacation Club by Grantor, and that Grantor grant to
Trustee a security interest in and to those Club Membership Interests.

                  NOW, THEREFORE, in consideration of the premises and pursuant
to the Indenture, the Grantor hereby agrees with the Trustee, as follows:

                  1. DEFINED TERMS. Unless otherwise defined herein, terms which
are defined in the Indenture and used herein are so used as so defined, and the
meanings assigned to terms defined herein or in the Indenture shall be equally
applicable to both the singular and plural forms of such terms; the following
terms which are defined in the Uniform Commercial Code in effect in the State of
________________ on the date hereof are used herein as so defined: Accounts,
Chattel Paper, Documents, Equipment, Farm Products, General Intangibles,
Instruments, Inventory and Proceeds; and the following terms shall have the
following meanings:
<PAGE>

                  "Club Membership Interest" means a Vacation Ownership Interest
in the Resort evidenced by membership interests, or points, in the Vacation
Club.

                  "Code" means the Uniform Commercial Code as from time to time
in effect in the State of ______________________________.

                  "Collateral" shall have the meaning assigned to it in Section
2 of this Security Agreement.

                  "Obligations" shall mean the unpaid principal amount of, or
any premium applicable to, and interest on the Notes (including, without
limitation, interest accruing after the maturity of the Notes and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to any Subsidiary
Guarantor, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) and all other obligations and liabilities of any
Subsidiary Guarantor to the Holders or the Trustee, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the Notes, the
Indenture or this Security Agreement (in each such case as the same may be
amended, supplemented or modified from time to time) and any other document
made, delivered or given in connection therewith or herewith, whether on account
of principal, premium, interest, reimbursement obligations, fees, indemnities,
costs, expenses (including, without limitation, all fees and disbursements of
counsel) or otherwise.

                  "Security Agreement" means this Agreement, as amended,
supplemented or otherwise modified from time to time.

                  "Termination Date" means the date upon which the Grantor under
this Security Agreement, and the Note Issuers under the Indenture have fulfilled
all obligations under the Notes and the aforementioned agreements.

                  "Vacation Club" means Epic Vacation Club, a Delaware nonprofit
corporation, through which the Company operates its vacation club system.

                  "Vacation Ownership Interests" means the right to use (whether
arising by virtue of a deeded interest in real property or otherwise, including
pursuant to a membership interest in the Vacation Club), a fully-furnished
vacation residence (whether specifically identified or not) in the Resort for a
specified period each year or otherwise.

                  2. GRANT OF SECURITY INTEREST. As collateral security for the
prompt and complete payment and performance when due (whether at the Stated
Maturity, by acceleration or otherwise) of the Obligations, Grantor hereby
grants to the Trustee a security interest for the benefit of the Holders and the
Trustee in Club Membership Interests now owned or at any time hereafter acquired
by Grantor or in which Grantor now has or at any time in the future may acquire
any right, title or interest (collectively, the "Collateral").
<PAGE>

                  3. REPRESENTATIONS AND WARRANTIES. Grantor hereby represents
and warrants that:

                  (a) TITLE, NO OTHER LIENS. Except for the Lien granted to the
Trustee pursuant to this Security Agreement, the Grantor owns the Collateral
free and clear of any and all Liens or claims of others except as permitted by
the Indenture. No security agreement, financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in any
public office, except as permitted by the Indenture and such as may have been
filed in favor of the Trustee, pursuant to this Security Agreement.

                  (b) PERFECTED FIRST PRIORITY LIENS. The Liens granted pursuant
to this Security Agreement will constitute upon the completion of all necessary
filings or notices in proper public offices or the taking of any necessary
possessions or similar acts, perfected Liens on all Collateral, which are,
except as permitted by the Indenture, prior to all other Liens on such
Collateral created by Grantor and in existence on the date hereof and which are
enforceable as such against all creditors of Grantor.

                  (c) CHIEF EXECUTIVE OFFICE. Grantor's chief executive office
and chief place of business is located at 1150 First Avenue, Suite 900, King of
Prussia, Pennsylvania 19406.

                  (d) FARM PRODUCTS. None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

                  4. COVENANTS. Grantor covenants and agrees with the Trustee,
from and after the date of this Security Agreement, until the Obligations are
paid in full:

                  (a) FURTHER DOCUMENTATION, PLEDGE OF INSTRUMENTS AND CHATTEL
PAPER. At any time and from time to time, upon the written request of the
Trustee, and at the sole expense of Grantor, Grantor will promptly and duly
execute and deliver such further instruments and documents and take such further
action as may be required by applicable law or as the Trustee may reasonably
request for the purpose of obtaining or preserving the full benefits of this
Security Agreement and of the rights and powers herein granted, including,
without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code in effect in any such jurisdiction with respect to
the Liens created hereby. Grantor also hereby authorizes the Trustee to file any
such financing or continuation statement without the signature of Grantor to the
extent permitted by applicable law. A carbon, photographic or other reproduction
of this Security Agreement shall be sufficient as a financing statement for
filing in any jurisdiction. If any amount payable under or in connection with
any of the Collateral shall be or become evidenced by any Instrument or Chattel
Paper, such Instrument or Chattel Paper shall be immediately delivered to the
Trustee, duly endorsed in a manner satisfactory to the Trustee, to be held as
Collateral pursuant to this Security Agreement.

                  (b) INDEMNIFICATION. Grantor agrees to pay, and to save the
Trustee harmless from, any and all liabilities, costs and expenses (including,
without limitation, legal fees and expenses) (i) with respect to, or resulting
from, any delay in paying, any and all excise, sales or other taxes which may be
payable or determined to be payable with respect to any of the


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<PAGE>

Collateral, (ii) with respect to, or resulting from, any delay in complying
with any requirement of law applicable to any of the Collateral or (iii) in
connection with any of the transactions contemplated by this Security
Agreement. In any suit, proceeding or action brought by the Trustee under any
Account or Contract for any sum owing thereunder, or to enforce any
provisions of any Account or Contract, Grantor will save, indemnify and keep
the Trustee harmless from and against all expense, loss or damage suffered by
reason of any defense, setoff, counterclaim, recoupment or reduction or
liability whatsoever of the account debtor or obligor thereunder, arising out
of a breach by Grantor of any obligation thereunder or arising out of any
other agreement, indebtedness or liability at any time owing to or in favor
of such account debtor or obligor or its successors from Grantor.

                  (c) MAINTENANCE OF RECORDS. Grantor will keep and maintain at
its own cost and expense satisfactory and complete records of the Collateral.
For the Trustee's further security, the Trustee shall have a security interest
in all of Grantor's books and records pertaining to the Collateral, and Grantor
shall turn over any such books and records for inspection at the office of
Grantor to the Trustee or to its representatives during normal business hours at
the request of the Trustee.

                  (d) LIMITATION ON LIENS ON COLLATERAL. Grantor (x) will not
create, incur or permit to exist, will defend the Collateral against, and will
take such other action as is necessary to remove, any Lien or claim on or to the
Collateral, other than the Liens created hereby and other than as permitted
pursuant to the Indenture, and (y) will defend the right, title and interest of
the Trustee in and to any of the Collateral against the claims and demands of
all Persons whomsoever.

                  (e) LIMITATIONS ON DISPOSITIONS OF COLLATERAL. Grantor will
not sell, transfer, lease or otherwise dispose of any of the Collateral, or
attempt, offer or contract to do so, except for as permitted by the Indenture
and as provided herein.

                  (f) FURTHER IDENTIFICATION OF COLLATERAL. Grantor will furnish
to the Trustee from time to time, statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Trustee may reasonably request, all in reasonable detail.

                  (g) NOTICES. Grantor will advise the Trustee promptly, in
reasonable detail, of (i) any Lien (other than Liens created hereby or permitted
under the Indenture) on, or claim asserted against, any of the Collateral, and
(ii) the occurrence of any other event which could reasonably be expected to
have a material adverse effect on the aggregate value of the Collateral or on
the Liens created hereunder.

                  (h) CHANGES IN LOCATIONS, NAME, ETC. Grantor will not (i)
change the location of its chief executive office/chief place of business from
that specified in Section 3(c) or (ii) change its name, identity or corporate
structure, to such an extent that any financing statement filed by Grantor in
connection with this Security Agreement would become misleading, unless it shall
have given the Trustee at least 30 days' prior written notice thereof and shall
have filed all

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<PAGE>

amendments to financing statements necessary to maintain the Liens created
hereby as required by Section 4(a) above.

                  5. PARTIAL RELEASES OF COLLATERAL.

                  (a) AUTOMATIC PARTIAL RELEASE UPON SALE IN ORDINARY COURSE OF
BUSINESS. The Lien and security interest created hereby on each Club Membership
Interest covered hereby shall be released automatically (a "Partial Release") at
the time of the transfer of title to such Club Membership Interest (a
"Transfer") by Grantor, provided that the following conditions have been met
with respect to such Transfer:

                  (A) The Transfer must be pursuant to a written agreement (a
                  "Purchase Agreement") providing for the purchase and sale of
                  one or more Club Membership Interests (any Club Membership
                  Interest which is the subject of a Purchase Agreement is
                  referred to in this Section 5 as a "Sold Interest").

                  (B) The Transfer must be in the ordinary course of business.

                  (C) The Transfer must be to a Person who is not an Affiliate
                  of the Issuers, Grantor, or any other Subsidiary Guarantor.

                  (b) CONFIRMATION OF COLLATERAL AND PARTIAL RELEASES. From time
to time, upon request of the Trustee, Grantor shall provide to the Trustee a
list of all Collateral then subject to the terms of this Security Agreement,
identifying all Club Membership Interests which have become subject hereto as of
that date, and all Club Membership Interests which have been released herefrom
as of that date, pursuant to the terms of Section 5(a). From time to time, upon
the written request of Grantor and upon compliance by the Grantor with Section
11.03 of the Indenture, the Trustee shall execute such instruments, including
UCC Statements of Partial Release, reasonably requested by Grantor (and prepared
by Grantor and submitted to Trustee for execution) evidencing and confirming
that the lien and security interest hereof has been released from the Sold
Interests.

                  6. TRUSTEE'S APPOINTMENT AS ATTORNEY-IN-FACT.

                  (a) POWERS. Grantor hereby irrevocably constitutes and
appoints the Trustee and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of Grantor and in the name of Grantor
or in its own name, from time to time (in the Trustee's discretion) for the
purpose of carrying out the terms of this Security Agreement, to take any and
all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Security
Agreement, and, without limiting the generality of the foregoing, Grantor hereby
gives the Trustee the power and right, on behalf of Grantor, without notice to
or assent by Grantor, except any notice required by law referred to in Section 9
hereof, to do the following:


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<PAGE>

                           (i) at any time when any Event of Default shall
         have occurred and is continuing, in the name of Grantor or its own
         name, or otherwise, to take possession of and indorse and collect
         any checks, drafts, notes, acceptances or other instruments for the
         payment of moneys or with respect to any of the Collateral and to
         file any claim or to take any other action or proceeding in any
         court of law or equity or otherwise deemed appropriate by the
         Trustee for the purpose of collecting any and all such moneys with
         respect to any of the Collateral whenever payable;

                           (ii) to pay or discharge taxes and Liens levied or
         placed on or threatened against the Collateral; and

                           (iii) upon the occurrence and during the continuance
         of any Event of Default, (A) to direct any Person liable for any
         payment under any of the Collateral to make payment of any and all
         moneys due or to become due thereunder directly to the Trustee or as
         the Trustee shall direct; (B) to ask for or demand, collect, receive
         payment of and receipt for, any and all moneys, claims and other
         amounts due or to become due at any time in respect of or arising out
         of any Collateral; (C) to sign and indorse any invoices, freight or
         express bills, bills of lading, storage or warehouse receipts, drafts
         against debtors, assignments, verifications, notices and other
         documents in connection with any of the Collateral, including Purchase
         Agreements; (D) to commence and prosecute any suits, actions or
         proceedings at law or in equity in any court of competent jurisdiction
         to collect the Collateral or any thereof and to enforce any other right
         in respect of any Collateral, including Purchase Agreements; (E) to
         defend any suit, action or proceeding brought against Grantor with
         respect to any Collateral; (F) to settle, compromise or adjust any
         suit, action or proceeding described in clause (E) above and, in
         connection therewith, to give such discharges or releases as the
         Trustee may deem appropriate; (G) generally, to sell, transfer, pledge
         and make any agreement with respect to or otherwise deal with any of
         the Collateral as fully and completely as though the Trustee were the
         absolute owner thereof for all purposes, and to do, at the Trustee's
         option and Grantor's expense, at any time, or from time to time, all
         acts and things which the Trustee deems necessary to protect, preserve
         or realize upon the Collateral and the Trustee's Liens thereon and to
         effect the intent of this Security Agreement, all as fully and
         effectively as the Grantor might do.

Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until the Obligations are paid in full.

                  (b) OTHER POWERS. Grantor hereby authorizes the Trustee, at
any time and from time to time, to execute, in connection with the sale provided
for in Section 9 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.

                  (c) NO DUTY ON TRUSTEE'S PART. The powers conferred on the
Trustee hereunder are solely to protect the Trustee's interests in the
Collateral and shall not impose any duty upon the Trustee to exercise any such
powers. The Trustee shall be accountable only for


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<PAGE>

amounts that it actually receives as a result of the exercise of such powers,
and neither it nor any of its officers, directors, employees or agents shall
be responsible to Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

                  7. PERFORMANCE BY TRUSTEE OF GRANTOR'S OBLIGATIONS. If
Grantor fails to perform or comply with any of its agreements contained
herein and the Trustee, as provided for by the terms of this Security
Agreement, shall itself perform or comply, or otherwise cause performance or
compliance, with such agreement, the expenses of the Trustee incurred in
connection with such performance or compliance, together with interest
thereon at a rate per annum specified in Section 4.01(b) of the Indenture,
shall be payable by Grantor to the Trustee on demand and shall constitute
Obligations secured hereby.

                  8. PROCEEDS. It is agreed that if an Event of Default shall
occur and be continuing (a) all Proceeds received by Grantor consisting of cash,
checks and other instruments in respect of sales of Vacation Ownership
Interests, sales of Club Membership Interests, and the cash proceeds thereof
shall be held by Grantor in trust for the Trustee, segregated from other funds
of Grantor, and shall, forthwith upon receipt by Grantor, be turned over to the
Trustee in the exact form received by Grantor (duly indorsed by Grantor to the
Trustee, if required), and (b) any and all such Proceeds received by the Trustee
(whether from Grantor or otherwise) may, in the sole discretion of the Trustee,
be held by the Trustee as collateral security for, and/or then or at any time
thereafter may be applied by the Trustee against, the Obligations (whether
matured or unmatured), such application to be in such order as the Trustee shall
elect. Any balance of such Proceeds remaining after the Obligations shall have
been paid in full shall be paid over to Grantor or to whomsoever may be lawfully
entitled to receive the same.

                  9. REMEDIES. If an Event of Default shall occur and be
continuing, the Trustee may exercise, in addition to all other rights and
remedies granted to it in this Security Agreement, in the Indenture and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code. Without
limiting the generality of the foregoing, the Trustee, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon
Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are, to the extent permitted by applicable law,
hereby waived), may in such circumstances forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver the Collateral or any part thereof (or contract to do any
of the foregoing), in one or more portions at public or private sale or sales,
at any exchange, broker's board or office of the Trustee or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Trustee shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the Collateral so sold, free of any right
or equity of redemption in Grantor, which right or equity is hereby waived, to
the extent permitted by applicable law, or released. Grantor further agrees, at
the Trustee's request, to assemble the Collateral and make it available to the
Trustee at places which the Trustee shall reasonably select, whether at
Grantor's premises or elsewhere. The Trustee shall apply the net proceeds of any
such collection, recovery, receipt,


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<PAGE>

appropriation, realization or sale, after deducting all costs and expenses of
every kind incurred therein or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the rights of
the Trustee hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the
Obligations, as required by Section 6.10 of the Indenture, and only after
such application and after the payment by the Trustee of any other amount
required by any provision of law, including, without limitation, Section
9-504(l)(c) of the Code, need the Trustee account for the surplus, if any, to
Grantor. To the extent permitted by applicable law, Grantor waives all
claims, damages and demands it may acquire against the Trustee arising out of
the exercise by the Trustee of any rights hereunder. If any notice of a
proposed sale or other disposition of Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least ten days
before such sale or other disposition. Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Trustee to collect such deficiency. All rights of
the Trustee with respect to the Collateral shall be subject to the rights of
purchasers who have entered into Purchase Agreements with respect thereto.

                  10. LIMITATION ON DUTIES REGARDING PRESERVATION OF COLLATERAL.
The Trustee's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Trustee
deals with similar property for its own account. Neither the Trustee, nor any of
its directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of Grantor or otherwise. For all purposes of
this Security Agreement, in the performance of its duties or obligations
hereunder, the Trustee shall be entitled to the benefits of the Trustee set
forth in Article 7 of the Indenture.

                  11. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest until the Obligations are indefeasibly paid in
full.

                  12. SEVERABILITY. Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  13. PARAGRAPH HEADINGS. The paragraph headings used in this
Security Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof

                  14. NO WAIVER, CUMULATIVE REMEDIES. The Trustee shall not by
any act (except by a written instrument pursuant to Section 15 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No


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<PAGE>

failure to exercise, nor any delay in exercising, on the part of the Trustee,
any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Trustee would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any rights or remedies provided by
law.

                  15. WAIVERS AND AMENDMENTS, SUCCESSORS AND ASSIGNS. None of
the terms or provisions of this Security Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
Grantor and the Trustee, provided that any provision of this Security Agreement
may be waived by the Trustee in a written letter or agreement executed by the
Trustee or by facsimile transmission from the Trustee. This Security Agreement
shall be binding upon the successors and assigns of Grantor and shall inure to
the benefit of the Trustee, the Holders and their respective successors and
assigns.

                  16. TERMINATION OF SECURITY INTEREST, RELEASE OF COLLATERAL.

                  (a) Upon the repayment in full of all Obligations, the
security interest granted in the Collateral pursuant to this Security Agreement
shall terminate and all rights to the Collateral shall revert to the Grantor.

                  (b) Upon any such termination of the security interest granted
in the Collateral pursuant to this Security Agreement or release of Collateral
pursuant to this Section, the Trustee will, at the expense of Grantor and upon
compliance by the Grantor with Section 11.03 of the Indenture, execute and
deliver to Grantor such documents as Grantor shall reasonably request to
evidence the termination of such security interest and deliver to Grantor all
Collateral so released then in its possession.

                  17. NOTICES. All notices or other communications provided for
hereunder shall be in writing and sent by first class mail or nationwide
overnight delivery service, (i) if to Grantor, addressed to it at 1150 First
Avenue, Suite 900, King of Prussia, Pennsylvania 19406, or at such other address
as Grantor shall have specified to the Trustee, and (ii) if to the Trustee,
addressed to it at 114 West 47th Street, New York, New York 10036-1532, or at
such other address as the Trustee shall have specified to Grantor.

                  18. INTEGRATION. This Security Agreement and the Indenture
represent the agreement of Grantor and the Trustee with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Trustee relative to subject matter hereof not expressly set
forth or referred to herein and in the Indenture.

                  19. GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF GRANTOR UNDER THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
______________.


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<PAGE>

                  IN WITNESS WHEREOF, Grantor has caused this Security Agreement
to be duly executed and delivered as of the date first above written.

GRANTOR:                                     [SUBSIDIARY GUARANTOR]



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


Accepted and Agreed:

UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee



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


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