<PAGE>


                                                                   EXHIBIT 10.18

                                                                     EXHIBIT XII
                                                         [CONFORMED AS EXECUTED]

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                               SECURITY AGREEMENT

                                      among

                                 DOMINO'S, INC.,
             DOMINO'S FRANCHISE HOLDING CO. (f/k/a BLUEFENCE, INC.),
                                   TISM, INC.
                                 AND CERTAIN OF
                          THEIR RESPECTIVE SUBSIDIARIES

                                       and

                              JPMORGAN CHASE BANK,
                               as COLLATERAL AGENT

                                   ----------

                            Dated as of July 29, 2002

                                   ----------

================================================================================

<PAGE>

                               SECURITY AGREEMENT

               SECURITY AGREEMENT, dated as of July 29, 2002, made by each of
the undersigned assignors (each an "Assignor" and, together with any other
entity that becomes an assignor hereunder pursuant to Section 10.13 hereof, the
"Assignors") in favor of JPMorgan Chase Bank, as Collateral Agent (together with
any successor Collateral Agent, the "Collateral Agent"), for the benefit of the
Secured Creditors (as defined below). Certain capitalized terms as used herein
are defined in Article IX hereof. Except as otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement (as defined
below) shall be used herein as therein defined.

                              W I T N E S S E T H:

               WHEREAS, Domino's, Inc., a Delaware corporation ("Domino's" or
the "Company"), Domino's Franchise Holding Co. (f/k/a Bluefence, Inc.), a
Michigan corporation ("Subsidiary Borrower" and, together with Company, each a
"Borrower" and, collectively, "Borrowers"), TISM, Inc., a Michigan corporation,
the financial institutions from time to time party thereto (the "Lenders"), J.P.
Morgan Securities Inc., as Lead Arranger and Book Managers, JPMorgan Chase Bank,
as Administrative Agent for Lenders (in such capacity and together with any
successor Administrative Agent, "Administrative Agent"), Bank One, NA, as
Syndication Agent and Comerica Bank, as Documentation Agent, have entered into a
Credit Agreement, dated as of July 29, 2002 (as amended, modified or
supplemented from time to time, the "Credit Agreement"), providing for the
making of Loans to, and the issuance of Letters of Credit for the joint and
several account of, the Borrowers as contemplated therein (the Lenders, each
Issuing Lender, the Administrative Agent, the Collateral Agent and each other
Agent are herein called the "Lender Creditors");

               WHEREAS, the Borrowers may at any time and from time to time
enter into or maintain one or more Interest Rate Agreements and Currency
Agreements (collectively, together with the Existing Swap Agreement, "Secured
Hedging Agreements") with one or more Lenders or any affiliate thereof (each
such Lender or affiliate, even if the respective Lender subsequently ceases to
be a Lender under the Credit Agreement for any reason, together with such
Lender's or affiliate's successors and assigns, if any, collectively, the "Other
Creditors" and, together with the Lender Creditors, the "Secured Creditors");

               WHEREAS, pursuant to the Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the Secured Creditors the
payment when due of all Guaranteed Obligations as described therein;

               WHEREAS, pursuant to the Holdings Guaranty, Holdings has
unconditionally guaranteed to the Guaranteed Creditors the payment when due of
all Guaranteed Obligations as described therein;

               WHEREAS, it is a condition precedent to the making of Loans to,
and the issuance of Letters of Credit for the joint and several account of, the
Borrowers under the Credit Agreement that each Assignor shall have executed and
delivered to the Collateral Agent this

<PAGE>

Agreement; and

               WHEREAS, each Assignor will obtain benefits from the incurrence
of Loans by, and the issuance of Letters of Credit for the joint and several
account of, the Borrowers under the Credit Agreement and the entering into and
maintaining by either or both of the Borrowers of Secured Hedging Agreements
and, accordingly, each Assignor desires to enter into this Agreement in order to
satisfy the condition described in the preceding paragraph;

               NOW, THEREFORE, in consideration of the benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Creditors and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Creditors as
follows:

                                    ARTICLE I

                               SECURITY INTERESTS

               1.1 Grant of Security Interests. (a) As security for the
prompt and complete payment and performance when due of all of its Obligations,
each Assignor does hereby assign and transfer unto the Collateral Agent, and
does hereby pledge and grant to the Collateral Agent, for the benefit of the
Secured Creditors, a continuing security interest in all of the right, title and
interest of such Assignor in, to and under all of the following personal
property and fixtures (and all rights therein) of such Assignor, or in which or
to which such Assignor has any rights, in each case whether now existing or
hereafter from time to time acquired:

             (i)  each and every Account;

            (ii)  all cash;

           (iii)  the Cash Collateral Account and all monies, securities,
                  Instruments and other investments deposited or required to
                  be deposited in the Cash Collateral Account;

            (iv)  all Chattel Paper (including without limitation all Tangible
                  Chattel Paper and all Electronic Chattel Paper);

             (v)  all Commercial Tort Claims;

            (vi)  all computer programs of such Assignor and all intellectual
                  property rights therein and all other proprietary information
                  of such Assignor, including but not limited to Domain Names
                  and Trade Secret Rights;

           (vii)  all Contracts, together with all Contract Rights arising
                  thereunder;

          (viii)  all Copyrights;

            (ix)  all Equipment;

                                       -2-

<PAGE>

             (x)  all Deposit Accounts and all other demand, deposit, time,
                  savings, cash management, passbook and similar accounts
                  maintained by such Assignor with any Person and all monies,
                  securities, Instruments and other investments deposited or
                  required to be deposited in any of the foregoing;

            (xi)  all Documents;

           (xii)  all General Intangibles;

          (xiii)  all Goods;

           (xiv)  all Instruments;

            (xv)  all Inventory;

           (xvi)  all Investment Property;

          (xvii)  all  Letter-of-Credit  Rights (whether or not the respective
                  letter of credit is evidenced by a writing);

         (xviii)  all Marks, together with the registrations and right to
                  all renewals thereof, and the goodwill of the business of
                  such Assignor symbolized by the Marks;

           (xix)  all Patents;

            (xx)  all Permits;

           (xxi)  all Software and all Software licensing rights, all  writings,
                  plans, specifications and schematics, all engineering
                  drawings, customer lists, goodwill and licenses, and all
                  recorded data of any kind or nature, regardless of the medium
                  of recording;

          (xxii)  all Supporting Obligations; and

         (xxiii)  all  Proceeds  and  products  of any  and  all of  the
                  foregoing (all of the above, the "Collateral").

               (b)    The security interest of the Collateral Agent under this
Agreement extends to all Collateral which any Assignor may acquire, or with
respect to which any Assignor may obtain rights, at any time during the term of
this Agreement.

               (c)    Notwithstanding clauses (a) and (b) of this Section 1.1,
the payment and performance of the Obligations shall not be secured by:

                      (i) any contract, license, permit or franchise that
                      validly prohibits, restricts or requires the consent of a
                      third party for the creation by such Assignor of a
                      security interest in such contract, license, permit or
                      franchise (or in any rights or property obtained by such
                      Assignor under such contract, license, permit or
                      franchise) except to the extent provided by Sections
                      9-406, 9-

                                       -3-

<PAGE>

                      407, 9-408 and 9-409 of the UCC;

                      (ii) any rights or property to the extent that any valid
                      and enforceable law, statute or regulation applicable to
                      such rights or property prohibits, restricts or requires
                      the consent of a third party for the creation of a
                      security interest therein except to the extent provided by
                      Sections 9-406, 9-407, 9-408 and 9-409 of the UCC,

provided, that, notwithstanding the foregoing in this subsection 1.1(c), any
such contract, license, permit, franchise, rights and property described above
shall be excluded from the Collateral only to the extent and for so long as such
prohibition, restriction or third party consent requirement continues validly to
prohibit, restrict or require the consent of a third party for the creation of
such security interest, and upon the expiration, termination or other lifting of
such prohibition, restriction or third party consent requirement, the contracts,
licenses, permits, franchises, rights and properties and the rights therein
shall automatically be included in the Collateral, without further action on the
part of any Assignor, the Collateral Agent or any other Secured Creditor.

               1.2 Power of Attorney. Each Assignor hereby constitutes and
appoints the Collateral Agent its true and lawful attorney, irrevocably, with
full power after the occurrence of and during the continuance of an Event of
Default (in the name of such Assignor or otherwise) to act, require, demand,
receive, compound and give aquittance for any and all moneys and claims for
moneys due or to become due to such Assignor under or arising out of the
Collateral, to endorse any checks or other instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem to be necessary or advisable to protect the
interests of the Secured Creditors, which appointment as attorney is coupled
with an interest.

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Assignor represents, warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:

               2.1 Necessary Filings. Except with respect to Collateral (i)
having a fair market value, in the aggregate, equal to or less than $5,000,000
and (ii) in which the security interest granted to the Collateral Agent is not
at that time required to be perfected by the Collateral Documents and except by
reason of the failure of Collateral Agent, Administrative Agent or any Lender to
take any action within its exclusive control as contemplated by the Collateral
Documents, all filings, registrations, recordings and other actions necessary or
appropriate to create, preserve and perfect the security interest granted by
such Assignor to the Collateral Agent hereby in respect of the Collateral have
been accomplished and the security interest granted to the Collateral Agent
pursuant to this Agreement in and to the Collateral creates (or, in the case of
(u) Patents, Copyrights, Marks and Domain Names, upon the filing in the
appropriate filing office of the instruments to be delivered by the applicable
Assignor pursuant to Section 4.6 and 5.6 hereof (v) Instruments and money not on
deposit at a banking institution, upon the delivery of such Instruments or money
to the Collateral Agent, (w) deposit accounts (and monies therein),

                                       -4-

<PAGE>

upon the completion of the actions described in Section 3.9 hereof, (x)
Commercial Tort Claims, upon the completion of the actions described in Section
3.11 hereof, (y) letter-of-credit rights that do not constitute Supporting
Obligations, upon the completion of the actions described in Section 3.10 hereof
and (z) Electronic Chattel Paper, upon the Collateral Agent obtaining "control"
thereof as described in Section 3.12 hereof) a valid and, together with all such
filings, registrations, recordings and other actions, a perfected security
interest therein prior to the rights of all other Persons therein and subject to
no other Liens (other than those Liens permitted to exist with respect to the
Collateral pursuant to the terms of all Secured Debt Agreements then in effect)
and is entitled to all the rights, priorities and benefits afforded by the
Uniform Commercial Code or other relevant law as enacted in any relevant
jurisdiction to perfected security interests, in each case to the extent that
the Collateral consists of the type of property in which a security interest may
be perfected by possession or control (within the meaning of the UCC as in
effect on the date hereof in the State of New York), (x) by filing a financing
statement under the Uniform Commercial Code as enacted in any relevant
jurisdiction or (y) by a filing of a Grant of Security Interest in the
respective form attached hereto in the United States Patent and Trademark Office
or in the United States Copyright Office.

               2.2 No Liens. Such Assignor is, and as to all Collateral acquired
by it from time to time after the date hereof such Assignor will be, the owner
of all Collateral free from any Lien, security interest, encumbrance or other
right, title or interest of any Person (other than those Liens permitted to
exist with respect to the Collateral pursuant to the terms of all Secured Debt
Agreements then in effect), and such Assignor shall defend the Collateral
against all claims and demands of all Persons at any time claiming the same or
any interest therein adverse to the Collateral Agent.

               2.3 Other Financing Statements. As of the date hereof, there is
no financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Collateral (other than financing statements filed in respect of (x)
those Liens permitted to exist with respect to the Collateral pursuant to the
terms of all Secured Debt Agreements then in effect and (y) those Liens to be
terminated as of the date hereof which were created pursuant to the Existing
Credit Agreement and the Collateral Documents (as defined in the Existing Credit
Agreement)), and so long as the Termination Date has not occurred, such Assignor
will not execute or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security
interests granted hereby by such Assignor or in connection with those Liens
permitted to exist with respect to the Collateral pursuant to the terms of all
Secured Debt Agreements then in effect.

               2.4 Chief Executive Office, Record Locations. The chief executive
office of such Assignor is, on the date of this Agreement, located at the
address indicated on Annex A hereto for such Assignor. During the period of the
four calendar months preceding the date of this Agreement, the chief executive
office of such Assignor has not been located at any address other than that
indicated on Annex A in accordance with the immediately preceding sentence, in
each case unless each such other address is also indicated on Annex A hereto for
such Assignor.

               2.5 Legal Names; Type of Organization (and Whether a Registered
Organization

                                       -5-

<PAGE>

and/or a Transmitting Utility); Jurisdiction of Organization; Location;
Organizational Identification Numbers; Changes Thereto; Etc. The exact legal
name of each Assignor, the type of organization of such Assignor, whether or not
such Assignor is a Registered Organization, the jurisdiction of organization of
such Assignor, such Assignor's Location, the organizational identification
number (if any) of each Assignor, and whether or not such Assignor is a
Transmitting Utility, is listed on Annex C hereto for such Assignor. No Assignor
shall change its legal name, its type of organization, its status as a
Registered Organization (in the case of a Registered Organization), its status
as a Transmitting Utility or as a Person which is not a Transmitting Utility, as
the case may be, its jurisdiction of organization, its Location, or its
organizational identification number (if any) from that used on Annex C hereto,
except that any such changes shall be permitted (so long as not in violation of
the applicable requirements of the Secured Debt Agreements and so long as same
do not involve (x) a Registered Organization ceasing to constitute same or (y)
any Assignor changing its jurisdiction of organization or Location from the
United States or a State thereof to a jurisdiction of organization or Location,
as the case may be, outside the United States or a State thereof) if (i) it
shall have given to the Collateral Agent not less than 15 days' prior written
notice of each change to the information listed on Annex C (as adjusted for any
subsequent changes thereto previously made in accordance with this sentence),
together with a supplement to Annex C which shall correct all information
contained therein for the respective Assignor, and (ii) in connection with the
respective such change or changes, it shall have taken all action reasonably
requested by the Collateral Agent to maintain the security interests of the
Collateral Agent in the Collateral intended to be granted hereby at all times
fully perfected and in full force and effect. In addition, to the extent that
any Assignor does not have an organizational identification number on the date
hereof and later obtains one, such Assignor shall promptly thereafter notify the
Collateral Agent of such organizational identification number and shall take all
actions reasonably satisfactory to the Collateral Agent to the extent necessary
to maintain the security interest of the Collateral Agent in the Collateral
intended to be granted hereby fully perfected and in full force and effect.

               2.6 Trade Names; Etc. No Assignor has or operates in any
jurisdiction under, or in the preceding five years has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names except
its legal name as specified in Annex C and such other trade or fictitious names
as are listed on Annex D hereto for such Assignor.

               2.7 Certain Significant Transactions. During the one year period
preceding the date of this Agreement, no Person shall have merged or
consolidated with or into any Assignor, and no Person shall have liquidated
into, or transferred all or substantially all of its assets to, any Assignor, in
each case except as described in Annex E hereto. With respect to any
transactions so described in Annex E hereto, the respective Assignor shall have
furnished such information with respect to the Person (and the assets of the
Person and locations thereof) which merged with or into or consolidated with
such Assignor, or was liquidated into or transferred all or substantially all of
its assets to such Assignor, and shall have furnished to the Collateral Agent
such UCC lien searches as may have been requested with respect to such Person
and its assets, to establish that no security interest (excluding those Liens
permitted to exist with respect to the Collateral pursuant to the terms of all
Secured Debt Agreements then in effect) continues perfected on the date hereof
with respect to any Person described above (or the assets transferred to the
respective Assignor by such Person), including without limitation pursuant to
Section 9-316(a)(3) of the UCC.

                                       -6-

<PAGE>

               2.8 Collateral in the Possession of a Bailee. Upon the occurrence
and continuation of a Specified Collateral Event or an Event of Default, if any
Inventory or other Goods are at any time in the possession of a bailee, the
respective Assignor shall promptly notify the Collateral Agent thereof and, if
requested by the Collateral Agent, shall use its reasonable best efforts to
promptly obtain an acknowledgment from such bailee, in form and substance
reasonably satisfactory to the Collateral Agent, that the bailee holds such
Collateral for the benefit of the Collateral Agent and shall act upon the
instructions of the Collateral Agent, without the further consent of the
respective Assignor. The Collateral Agent agrees with the Assignors that the
Collateral Agent shall not give any such instructions unless an Event of Default
has occurred and is continuing or would occur after taking into account any
action by the respective Assignor with respect to any such bailee.

               2.9 Recourse. This Agreement is made with full recourse to each
Assignor and pursuant to and upon all the warranties, representations, covenants
and agreements on the part of such Assignor contained herein, in the Secured
Debt Agreements and otherwise in writing in connection herewith or therewith.

                                   ARTICLE III

            SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;
             INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

               3.1 Additional Representations and Warranties. As of the time
when each of its Accounts arises, each Assignor shall be deemed to have
represented and warranted that each such Account, and all records, papers and
documents relating thereto (if any) are genuine and what they purport to be, and
that all papers and documents (if any) relating thereto (i) will, to the
knowledge of such Assignor, represent the genuine, legal, valid and binding
obligation of the account debtor evidencing indebtedness unpaid and owed by the
respective account debtor arising out of the performance of labor or services or
the sale or lease and delivery of the merchandise listed therein, or both, (ii)
will be the only original writings evidencing and embodying such obligation of
the account debtor named therein (other than copies created for general
accounting purposes), (iii) will, to the knowledge of such Assignor, evidence
true and valid obligations, enforceable in accordance with their respective
terms, and (iv) will be in compliance and will conform in all material respects
with all applicable federal, state and local laws and applicable laws of any
relevant foreign jurisdiction.

               3.2 Maintenance of Records. Each Assignor will keep and maintain
at its own cost and expense accurate records of its Accounts and Contracts,
including, but not limited to, originals of all documentation (including each
Contract) with respect thereto, records of all payments received, all credits
granted thereon, all merchandise returned and all other dealings therewith, and
such Assignor will make the same available on such Assignor's premises to the
Collateral Agent for inspection, at such Assignor's own cost and expense, at any
and all reasonable times upon reasonable prior notice to such Assignor and
otherwise in accordance with the Credit Agreement. Upon the occurrence and
during the continuance of an Event of Default and at the request of the
Collateral Agent, such Assignor shall, at its own cost and expense, deliver all
tangible evidence of its Accounts and Contract Rights (including, without
limitation, all documents evidencing the Accounts and all Contracts) and such
books and records to the

                                       -7-

<PAGE>

Collateral Agent or to its representatives (copies of which evidence and books
and records may be retained by such Assignor). Upon the occurrence and during
the continuance of an Event of Default and if the Collateral Agent so directs,
such Assignor shall legend, in form and manner satisfactory to the Collateral
Agent, the Accounts and the Contracts, as well as books, records and documents
(if any) of such Assignor evidencing or pertaining to such Accounts and
Contracts with an appropriate reference to the fact that such Accounts and
Contracts have been assigned to the Collateral Agent and that the Collateral
Agent has a security interest therein.

               3.3 Direction to Account Debtors; Contracting Parties; Etc. Upon
the occurrence and during the continuance of an Event of Default, if the
Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all
payments on account of the Accounts and Contracts to be made directly to the
Cash Collateral Account, (y) that the Collateral Agent may, at its option,
directly notify the obligors with respect to any Accounts and/or under any
Contracts to make payments with respect thereto as provided in the preceding
clause (x), and (z) that the Collateral Agent may enforce collection of any such
Accounts and Contracts and may adjust, settle or compromise the amount of
payment thereof, in the same manner and to the same extent as such Assignor.
Without notice to or assent by any Assignor, the Collateral Agent may, upon the
occurrence and during the continuance of an Event of Default, apply any or all
amounts then in, or thereafter deposited in, the Cash Collateral Account toward
the payment of the Obligations in the manner provided in Section 7.4 of this
Agreement. The reasonable costs and expenses of collection (including reasonable
attorneys' fees), whether incurred by an Assignor or the Collateral Agent, shall
be borne by the relevant Assignor. The Collateral Agent shall deliver a copy of
each notice referred to in the preceding clause (y) to the relevant Assignor,
provided that (x) the failure by the Collateral Agent to so notify such Assignor
shall not affect the effectiveness of such notice or the other rights of the
Collateral Agent created by this subsection 3.3 and (y) no such notice shall be
required if an Event of Default of the type described in subsections 8.6 and 8.7
of the Credit Agreement has occurred and is continuing.

               3.4 Modification of Terms; Etc. Except in accordance with such
Assignor's ordinary course of business and consistent with reasonable business
judgment, no Assignor shall rescind or cancel any indebtedness evidenced by any
Account or under any Contract, or modify any material term thereof or make any
material adjustment with respect thereto, or extend or renew the same, or
compromise or settle any material dispute, claim, suit or legal proceeding
relating thereto, or sell any Account or Contract, or interest therein, without
the prior written consent of the Collateral Agent. No Assignor will do anything
to adversely affect the right, title and interest of the Collateral Agent in the
Accounts or Contracts, except as permitted this Section 3.4 and Section 3.5.

               3.5 Collection. Each Assignor shall endeavor in accordance with
reasonable business practices to cause to be collected from the account debtor
named in each of its Accounts or obligor under any Contract, as and when due
(including, without limitation, amounts which are delinquent, such amounts to be
collected in accordance with generally accepted lawful collection procedures)
any and all amounts owing under or on account of such Account or Contract, and
apply forthwith upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Account or under such Contract. Except as otherwise
directed by the Collateral Agent after the occurrence and during the
continuation of an Event of Default, any Assignor may allow in the ordinary
course of business as adjustments to amounts owing under

                                       -8-

<PAGE>

its Accounts and Contracts (i) an extension or renewal of the time or times of
payment, or settlement for less than the total unpaid balance, which such
Assignor finds appropriate in accordance with reasonable business judgment and
(ii) a refund or credit due as a result of returned or damaged merchandise or
improperly performed services or for other reasons which such Assignor finds
appropriate in accordance with reasonable business judgment. The reasonable
costs and expenses (including, without limitation, reasonable attorneys' fees)
of collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by the relevant Assignor.

               3.6 Instruments. If any Assignor owns or acquires any Instrument
in excess of $750,000 constituting Collateral (other than checks and other
payment instruments received and collected in the ordinary course of business),
such Assignor will within 30 Business Days notify the Collateral Agent thereof,
and upon request by the Collateral Agent will promptly deliver such Instrument
to the Collateral Agent appropriately endorsed to the order of the Collateral
Agent.

               3.7 Assignors Remain Liable Under Accounts. Anything herein to
the contrary notwithstanding, the Assignors shall remain liable under each of
the Accounts to observe and perform all of the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to such Accounts. Neither the Collateral Agent nor any
other Secured Creditor shall have any obligation or liability under any Account
(or any agreement giving rise thereto) by reason of or arising out of this
Agreement or the receipt by the Collateral Agent or any other Secured Creditor
of any payment relating to such Account pursuant hereto, nor shall the
Collateral Agent or any other Secured Creditor be obligated in any manner to
perform any of the obligations of any Assignor under or pursuant to any Account
(or any agreement giving rise thereto), to make any payment, to make any inquiry
as to the nature or the sufficiency of any payment received by them or as to the
sufficiency of any performance by any party under any Account (or any agreement
giving rise thereto), to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have
been assigned to them or to which they may be entitled at any time or times.

               3.8 Assignors Remain Liable Under Contracts. Anything herein to
the contrary notwithstanding, the Assignors shall remain liable under each of
the Contracts to observe and perform all of the conditions and obligations to be
observed and performed by them thereunder, all in accordance with and pursuant
to the terms and provisions of each Contract. Neither the Collateral Agent nor
any other Secured Creditor shall have any obligation or liability under any
Contract by reason of or arising out of this Agreement or the receipt by the
Collateral Agent or any other Secured Creditor of any payment relating to such
Contract pursuant hereto, nor shall the Collateral Agent or any other Secured
Creditor be obligated in any manner to perform any of the obligations of any
Assignor under or pursuant to any Contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any performance by any party
under any Contract, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been
assigned to them or to which they may be entitled at any time or times.

               3.9 Deposit Accounts; Etc. (a) No Assignor maintains, or at any
time after the date of this Agreement shall establish or maintain, any demand,
time, savings, passbook or

                                       -9-

<PAGE>

similar account, except for such accounts maintained with a bank (as defined in
Section 9-102 of the UCC) whose jurisdiction (determined in accordance with
Section 9-304 of the UCC) is within a State of the United States. Annex F hereto
accurately sets forth, as of the date of this Agreement, for each Assignor, each
Deposit Account maintained by such Assignor (including a description thereof and
the respective account number), the name of the respective bank with which such
Deposit Account is maintained, and the jurisdiction of the respective bank with
respect to such Deposit Account. Upon the occurrence and continuation of a
Specified Collateral Event or an Event of Default, if requested by the
Collateral Agent, for each Deposit Account (other than the Cash Collateral
Account or any other Deposit Account maintained with the Collateral Agent), the
respective Assignor shall cause the bank with which the Deposit Account is
maintained to execute and deliver to the Collateral Agent, within 30 days after
the date of the occurrence of such Specified Collateral Event or Event of
Default, a "control agreement" in the form of Annex G hereto (appropriately
completed), with such changes thereto as may be acceptable to the Collateral
Agent. If any bank with which a Deposit Account is maintained refuses to, or
does not, enter into such a "control agreement", then the respective Assignor
shall promptly (and in any event within 30 days after the occurrence of the
Specified Collateral Event or the Event of Default, as the case may be) close
the respective Deposit Account and transfer all balances therein to the Cash
Collateral Account or another Deposit Account meeting the requirements of this
Section 3.9. If any bank with which a Deposit Account is maintained refuses to
subordinate all its claims with respect to such Deposit Account to the
Collateral Agent's security interest therein on terms satisfactory to the
Collateral Agent, then the Collateral Agent, at its option, may (x) require that
such Deposit Account be terminated in accordance with the immediately preceding
sentence or (y) agree to a "control agreement" without such subordination,
provided that in such event the Collateral Agent may at any time, at its option,
subsequently require that such Deposit Account be terminated (within 30 days
after notice from the Collateral Agent) in accordance with the requirements of
the immediately preceding sentence.

               (b)    After the date of this Agreement, no Assignor shall
establish any new demand, time, savings, passbook or similar account, except for
Deposit Accounts established and maintained with banks and meeting the
requirements of preceding clause (a). At the time any such Deposit Account is
established, the appropriate "control agreement" shall be entered into in
accordance with the requirements of preceding clause (a) and the respective
Assignor shall furnish to the Collateral Agent a supplement to Annex E hereto
containing the relevant information with respect to the respective Deposit
Account and the bank with which same is established.

               3.10 Letter-of-Credit Rights. If any Assignor is at any time a
beneficiary under a letter of credit with a stated amount of $1,000,000 or more,
such Assignor shall promptly notify the Collateral Agent thereof and, at the
request of the Collateral Agent, such Assignor shall, pursuant to an agreement
in form and substance reasonably satisfactory to the Collateral Agent, use its
reasonable best efforts to (i) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Collateral Agent of the
proceeds of any drawing under such letter of credit or (ii) arrange for the
Collateral Agent to become the transferee beneficiary of such letter of credit,
with the Collateral Agent agreeing, in each case, that the proceeds of any
drawing under the letter of credit are to be applied as provided in this
Agreement after the occurrence and during the continuance of an Event of
Default, provided, that any Letters of Credit constituting Supporting
Obligations shall be excluded from the requirements of this

                                      -10-

<PAGE>

Section 3.10.

               3.11 Commercial Tort Claims. All Commercial Tort Claims of each
Assignor in existence on the date of this Agreement are described in Annex H
hereto. If any Assignor shall at any time after the date of this Agreement
acquire a Commercial Tort Claim in an amount (taking the greater of the
aggregate claimed damages thereunder or the reasonably estimated value thereof)
of $1,000,000 or more, such Assignor shall within 30 days thereof notify the
Collateral Agent thereof in a writing signed by such Assignor and describing the
details thereof and shall grant to the Collateral Agent in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance reasonably
satisfactory to the Collateral Agent.

               3.12 Chattel Paper. Upon the request of the Collateral Agent made
at any time or from time to time, each Assignor shall within 30 days furnish to
the Collateral Agent a list of all Electronic Chattel Paper held or owned by
such Assignor. Furthermore, if requested by the Collateral Agent, upon the
occurrence and continuation of a Specified Collateral Event or an Event of
Default, each Assignor shall promptly take all actions which are reasonably
practicable so that the Collateral Agent has "control" of all Electronic Chattel
Paper in accordance with the requirements of Section 9-105 of the UCC. Each
Assignor will promptly (and in any event within 30 days) following any request
by the Collateral Agent made in accordance with the foregoing sentence, deliver
all of its Tangible Chattel Paper to the Collateral Agent.

               3.13 Further Actions. Each Assignor will, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent
from time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, certificates, reports
and other assurances or instruments and take such further steps, including any
and all actions as may be necessary or required under the Federal Assignment of
Claims Act, relating to its Accounts, Contracts, Instruments and other property
or rights covered by the security interest hereby granted, as the Collateral
Agent may reasonably require.

                                   ARTICLE IV

            SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES

               4.1 Additional Representations and Warranties. Each Assignor
represents and warrants that it is the true and lawful owner of or otherwise has
the right to use the registered Marks and Domain Names listed in Annex I hereto
for such Assignor and that said listed Marks and Domain Names include all United
States marks and applications for United States marks registered in the United
States Patent and Trademark Office and all Domain Names that such Assignor owns
or uses in connection with its business as of the date hereof. Each Assignor
represents and warrants that it owns, is licensed to use or otherwise has the
right to use, all material Marks and Domain Names that it uses. Each Assignor
further warrants that it has no knowledge of any third party claim received by
it that any aspect of such Assignor's present or contemplated business
operations infringes or will infringe any trademark, service mark or trade name
of any other Person other than as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each
Assignor represents and

                                      -11-

<PAGE>

warrants that it is the true and lawful owner of or otherwise has the right to
use all material U.S. trademark registrations and applications and Domain Name
registrations listed in Annex I hereto and that said registrations are valid,
subsisting, have not been canceled and that such Assignor is not aware of any
third-party claim that any of said registrations is invalid or unenforceable,
and is not aware that there is any reason that any of said registrations is
invalid or unenforceable. Each Assignor hereby grants to the Collateral Agent an
absolute power of attorney to sign, upon the occurrence and during the
continuance of an Event of Default, any document which may be required by the
United States Patent and Trademark Office or similar registrar in order to
effect an absolute assignment of all right, title and interest in each Mark
and/or Domain Name, and record the same.

               4.2 Licenses and Assignments. Except as otherwise permitted by
the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of
any right under any Mark or Domain Name absent prior written approval of the
Collateral Agent.

               4.3 Infringements. Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect to,
any party who such Assignor believes is, or may be, infringing or diluting or
otherwise violating any of such Assignor's rights in and to any Mark or Domain
Name in any manner that could reasonably be expected to have a Material Adverse
Effect, or with respect to any party claiming that such Assignor's use of any
Mark or Domain Name material to such Assignor's business violates in any
material respect any property right of that party. Each Assignor further agrees
to prosecute in accordance with reasonable business practices any Person
infringing any Mark or Domain Name in any manner that could reasonably be
expected to have a Material Adverse Effect.

               4.4 Preservation of Marks and Domain Names. Each Assignor agrees
to use its Marks and Domain Names which are material to such Assignor's business
in interstate commerce during the time in which this Agreement is in effect and
to take all such other actions as are reasonably necessary to preserve such
Marks as trademarks or service marks under the laws of the United States (other
than any such Marks which are no longer used or useful in its business or
operations).

               4.5 Maintenance of Registration. Each Assignor shall, at its own
expense, diligently process all documents reasonably required to maintain all
Mark and/or Domain Name registrations, including but not limited to affidavits
of use and applications for renewals of registration in the United States Patent
and Trademark Office for all of its material registered Marks, and shall pay all
fees and disbursements in connection therewith and shall not abandon any such
filing of affidavit of use or any such application of renewal prior to the
exhaustion of all administrative and judicial remedies without prior written
consent of the Collateral Agent (other than with respect to registrations and
applications deemed by such Assignor in its reasonable business judgment to be
no longer prudent to pursue).

               4.6 Future Registered Marks and Domain Names. If any Mark or
Domain Name registration that is material to its business is issued hereafter to
any Assignor as a result of any application now or hereafter pending before the
United States Patent and Trademark Office or any Domain Name is registered by
Assignor, within 30 days of receipt of such certificate or

                                      -12-

<PAGE>

similar indicia of ownership, such Assignor shall deliver to the Collateral
Agent a copy of such certificate or similar indicia of ownership, and a grant of
a security interest in such Mark and/or Domain Name, to the Collateral Agent and
at the expense of such Assignor, confirming grant of a security interest in such
Mark and/or Domain Name to the Collateral Agent hereunder, the form of such
security to be substantially in the form of Annex L hereto or in such other form
as may be reasonably satisfactory to the Collateral Agent.

               4.7 Remedies. If an Event of Default shall occur and be
continuing, the Collateral Agent may, by written notice to the relevant
Assignor, take any or all of the following actions, subject to the limitations
of the Uniform Commercial Code in the applicable jurisdictions: (i) declare the
entire right, title and interest of such Assignor in and to each of the Marks
and Domain Names, together with all trademark rights and rights of protection to
the same, vested in the Collateral Agent for the benefit of the Secured
Creditors, in which event such rights, title and interest shall immediately
vest, in the Collateral Agent for the benefit of the Secured Creditors, and the
Collateral Agent shall be entitled to exercise the power of attorney referred to
in Section 4.1 hereof to execute, cause to be acknowledged and notarized and
record said absolute assignment with the applicable agency; (ii) take and use or
sell the Marks or Domain Names and the goodwill of such Assignor's business
symbolized by the Marks or Domain Names and the right to carry on the business
and use the assets of such Assignor in connection with which the Marks or Domain
Names have been used; and (iii) direct such Assignor to refrain, in which event
such Assignor shall refrain, from using the Marks or Domain Names in any manner
whatsoever, directly or indirectly, and such Assignor shall execute such further
documents that the Collateral Agent may reasonably request to further confirm
this and to transfer ownership of the Marks or Domain Names and registrations
and any pending trademark application in the United States Patent and Trademark
Office or applicable Domain Name registrar to the Collateral Agent.

                                    ARTICLE V

       SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

               5.1 Additional Representations and Warranties. Each Assignor
represents and warrants that it is the true and lawful owner of all rights in
(i) all material United States trade secrets and proprietary information
necessary to operate the business of the Assignor (the "Trade Secret Rights"),
(ii) the Patents listed in Annex J hereto for such Assignor and that said
Patents include all the United States patents and applications for United States
patents that such Assignor owns as of the date hereof and (iii) the Copyrights
listed in Annex K hereto for such Assignor and that said Copyrights constitute
all the United States copyrights registered with the United States Copyright
Office and applications for United States copyrights that such Assignor owns as
of the date hereof. Each Assignor further warrants that it has no knowledge of
any third party claim that any aspect of such Assignor's present or contemplated
business operations infringes or will infringe any patent of any other Person or
such Assignor has misappropriated any trade secret or proprietary information
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. Each Assignor hereby grants to the Collateral
Agent an absolute power of attorney to sign, upon the occurrence and during the
continuance of any Event of Default, any document which may be required by the
United States Patent and Trademark Office in order to effect an absolute
assignment of all right, title and interest in each

                                      -13-

<PAGE>

Patent, and to record the same.

               5.2 Licenses and Assignments. Except as otherwise permitted by
the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of
any right under any Patent or Copyright absent prior written approval of the
Collateral Agent.

               5.3 Infringements. Each Assignor agrees, promptly upon learning
thereof, to furnish the Collateral Agent in writing with all pertinent
information available to such Assignor with respect to any infringement,
contributing infringement or active inducement to infringe in any Patent or
Copyright or to any claim that the practice of any Patent or use of any
Copyright violates any property right of a third party, or with respect to any
misappropriation of any Trade Secret Right or any claim that practice of any
Trade Secret Right violates any property right of a third party, in each case,
in any manner which, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect. Each Assignor further agrees,
absent direction of the Collateral Agent to the contrary, to diligently
prosecute, in accordance with its reasonable business judgment, any Person
infringing any Patent or Copyright or any Person misappropriating any Trade
Secret Right, in each case to the extent that such infringement or
misappropriation, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

               5.4 Maintenance of Patents or Copyrights. At its own expense,
each Assignor shall make timely payment of all post-issuance fees required
pursuant to 35 U.S.C. Section 41 to maintain in force its rights under each
Patent or Copyright, absent prior written consent of the Collateral Agent (other
than any such Patents or Copyrights which are no longer used or are deemed by
such Assignor in its reasonable business judgment to no longer be useful in its
business or operations).

               5.5 Prosecution of Patent or Copyright Applications. At its own
expense, each Assignor shall diligently prosecute all material applications for
(i) United States Patents listed in Annex J hereto and (ii) Copyrights listed on
Annex K hereto, in each case for such Assignor and shall not abandon any such
application prior to exhaustion of all administrative and judicial remedies
(other than applications that are deemed by such Assignor in its reasonable
business judgment to no longer be prudent to pursue), absent written consent of
the Collateral Agent.

               5.6 Other Patents and Copyrights. Within 30 days of the
acquisition or issuance of a United States Patent, registration of a Copyright,
or acquisition of a registered Copyright, or of filing of an application for a
United States Patent or Copyright, the relevant Assignor shall deliver to the
Collateral Agent a copy of said Copyright or Patent, or certificate or
registration of, or application therefor, as the case may be, with a grant of a
security interest as to such Patent or Copyright, as the case may be, to the
Collateral Agent and at the expense of such Assignor, confirming the grant of a
security interest, the form of such grant of a security interest to be
substantially in the form of Annex M or N hereto, as appropriate, or in such
other form as may be reasonably satisfactory to the Collateral Agent.

               5.7 Remedies. If an Event of Default shall occur and be
continuing, the Collateral Agent may, by written notice to the relevant
Assignor, take any or all of the following actions, subject to the limitations
of the Uniform Commercial Code in the applicable

                                      -14-

<PAGE>

jurisdictions: (i) declare the entire right, title, and interest of such
Assignor in each of the Patents and Copyrights vested in the Collateral Agent
for the benefit of the Secured Creditors, in which event such right, title, and
interest shall immediately vest in the Collateral Agent for the benefit of the
Secured Creditors, in which case the Collateral Agent shall be entitled to
exercise the power of attorney referred to in Section 5.1 hereof to execute,
cause to be acknowledged and notarized and to record said absolute assignment
with the applicable agency; (ii) take and practice or sell the Patents and
Copyrights; and (iii) direct such Assignor to refrain, in which event such
Assignor shall refrain, from practicing the Patents and using the Copyrights
directly or indirectly, and such Assignor shall execute such further documents
as the Collateral Agent may reasonably request further to confirm this and to
transfer ownership of the Patents and Copyrights to the Collateral Agent for the
benefit of the Secured Creditors.

                                   ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

               6.1 Protection of Collateral Agent's Security. Except as
otherwise permitted by the Secured Debt Agreements, each Assignor will do
nothing to adversely affect the right, title and interest of the Collateral
Agent in the Collateral. Each Assignor will at all times maintain insurance, at
such Assignor's own expense to the extent and in the manner provided in the
Secured Debt Agreements. Except to the extent otherwise permitted to be retained
by such Assignor or applied by such Assignor pursuant to the terms of the
Secured Debt Agreements, the Collateral Agent shall, at the time any proceeds of
such insurance are distributed to the Secured Creditors, apply such proceeds in
accordance with Section 7.4 hereof. Each Assignor assumes all liability and
responsibility in connection with the Collateral acquired by it and the
liability of such Assignor to pay the Obligations shall in no way be affected or
diminished by reason of the fact that such Collateral may be lost, destroyed,
stolen, damaged or for any reason whatsoever unavailable to such Assignor.

               6.2 Warehouse Receipts Non-negotiable. To the extent practicable,
each Assignor agrees that if any warehouse receipt or receipt in the nature of a
warehouse receipt is issued with respect to any of its Inventory such Assignor
shall notify the Collateral Agent of the existence of such receipt within 30
days of the issuance thereof and upon the occurrence and continuation of a
Specified Collateral Event or an Event of Default, upon the request of the
Collateral Agent, such Assignor shall request that such warehouse receipt or
receipt in the nature thereof shall not be "negotiable" (as such term is used in
Section 7-104 of the Uniform Commercial Code as in effect in any relevant
jurisdiction or under other relevant law).

               6.3 Additional Information. Each Assignor will, at its own
expense, from time to time upon the reasonable request of the Collateral Agent,
promptly (and in any event within 10 days after its receipt of the respective
request) furnish to the Collateral Agent such information with respect to the
Collateral (including the identity of the Collateral or such components thereof
as may have been requested by the Collateral Agent, the value and location of
such Collateral, etc.) as may be requested by the Collateral Agent. Without
limiting the forgoing, each Assignor agrees that it shall promptly (and in any
event within 10 business days after its receipt of the respective request)
furnish to the Collateral Agent such updated Annexes hereto as may from time to
time be reasonably requested by the Collateral Agent.

                                      -15-

<PAGE>

               6.4 Further Actions. Each Assignor will, at its own expense and
upon the reasonable request of the Collateral Agent, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
lists, descriptions and designations of its Collateral, warehouse receipts,
receipts in the nature of warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, certificates, reports and other
assurances or instruments and take such further steps relating to the Collateral
and other property or rights covered by the security interest hereby granted,
which the Collateral Agent deems reasonably appropriate or advisable to perfect,
preserve or protect its security interest in the Collateral.

               6.5 Financing Statements. Each Assignor agrees to execute and
deliver to the Collateral Agent such financing statements, in form reasonably
acceptable to the Collateral Agent, as the Collateral Agent may from time to
time reasonably request or as are reasonably necessary or desirable in the
opinion of the Collateral Agent to establish and maintain a valid, enforceable,
perfected security interest in the Collateral as provided herein and the other
rights and security contemplated hereby. Each Assignor will pay any applicable
filing fees, recordation taxes and related expenses relating to its Collateral.
Each Assignor hereby authorizes the Collateral Agent to file any such financing
statements and amendments thereto without the signature of such Assignor where
permitted by law (and such authorization includes describing the Collateral as
"all assets" of such Assignor).

                                   ARTICLE VII

                 REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

               7.1 Remedies; Obtaining the Collateral Upon Default. Each
Assignor agrees that, if any Event of Default shall have occurred and be
continuing, then and in every such case, the Collateral Agent, in addition to
any rights now or hereafter existing under applicable law and under the other
provisions of this Agreement, shall have all rights as a secured creditor under
any UCC, and such additional rights and remedies to which a secured creditor is
entitled under the laws in effect in all relevant jurisdictions and may to the
fullest extent permitted by applicable law:

               (i)    personally, or by agents or attorneys, immediately take
         possession of the Collateral or any part thereof, from such Assignor or
         any other Person who then has possession of any part thereof with or
         without notice or process of law, and for that purpose may enter upon
         such Assignor's premises where any of the Collateral is located and
         remove the same and use in connection with such removal any and all
         services, supplies, aids and other facilities of such Assignor;

               (ii)   instruct the obligor or obligors on any agreement,
         instrument or other obligation (including, without limitation, the
         Accounts and the Contracts) constituting the Collateral to make any
         payment required by the terms of such agreement, instrument or other
         obligation directly to the Collateral Agent and may exercise any and
         all remedies of such Assignor in respect of such Collateral;

                                      -16-

<PAGE>

               (iii)  instruct all banks which have entered into a control
         agreement with the Collateral Agent to transfer all monies, securities
         and instruments held by such depositary bank to the Cash Collateral
         Account;

               (iv)   sell, assign or otherwise liquidate any or all of the
         Collateral or any part thereof in accordance with Section 7.2 hereof,
         or direct the relevant Assignor to sell, assign or otherwise liquidate
         any or all of the Collateral or any part thereof, and, in each case,
         take possession of the proceeds of any such sale or liquidation;

               (v)    take possession of the Collateral or any part thereof, by
         directing the relevant Assignor in writing to deliver the same to the
         Collateral Agent at any reasonable place or places designated by the
         Collateral Agent, in which event such Assignor shall at its own
         expense:

                      (x)   forthwith cause the same to be moved to the place or
                  places so designated by the Collateral Agent and there
                  delivered to the Collateral Agent;

                      (y)   store and keep any Collateral so delivered to the
                  Collateral Agent at such place or places pending further
                  action by the Collateral Agent as provided in Section 7.2
                  hereof; and

                      (z)   while the Collateral shall be so stored and kept,
                  provide such security and maintenance services as shall be
                  reasonably necessary to protect the same and to preserve and
                  maintain it in good condition;

               (vi)   license or sublicense, whether on an exclusive or
         nonexclusive basis, any Marks, Domain Names, Patents or Copyrights
         included in the Collateral for such term and on such conditions and in
         such manner as the Collateral Agent shall in its sole judgment
         determine;

               (vii)  apply any monies constituting Collateral or proceeds
         thereof in accordance with the provisions of Section 7.4; and

               (viii) take any other action as specified in clauses (1) through
         (5), inclusive, of Section 9-607 of the UCC;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Assignor of said obligation. By
accepting the benefits of this Agreement and each other Collateral Document, the
Secured Creditors expressly acknowledge and agree that this Agreement and each
other Collateral Document may be enforced only by the action of the Collateral
Agent acting upon the instructions of the Required Secured Creditors and that no
other Secured Creditor shall have any right individually to seek to enforce this
Agreement or any other Collateral Document or to realize upon the security to be
granted hereby or thereby, it being understood and agreed that such rights and
remedies may be exercised by the Collateral Agent for the benefit of the Secured
Creditors upon the terms of this Agreement and the other Collateral Documents.

                                      -17-

<PAGE>

               7.2 Remedies; Disposition of the Collateral. If any Event of
Default shall have occurred and be continuing, then any Collateral repossessed
by the Collateral Agent under or pursuant to Section 7.1 hereof and any other
Collateral whether or not so repossessed by the Collateral Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Collateral Agent may, in
compliance with any mandatory requirements of applicable law, determine to be
commercially reasonable. Any of the Collateral may be sold, leased or otherwise
disposed of, in the condition in which the same existed when taken by the
Collateral Agent or after any overhaul or repair at the expense of the relevant
Assignor which the Collateral Agent shall determine to be commercially
reasonable. Any such sale, lease or other disposition may be effected by means
of a public disposition or private disposition, effected in accordance with the
applicable requirements (in each case if and to the extent applicable) of
Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements
of applicable law as may apply to the respective disposition. The Collateral
Agent may, without notice or publication, adjourn any public or private
disposition or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the disposition, and such disposition may be
made at any time or place to which the disposition may be so adjourned. To the
extent permitted by any such requirement of law, the Collateral Agent may bid
for and become the purchaser (and may pay all or any portion of the purchase
price by crediting Obligations against the purchase price) of the Collateral or
any item thereof, offered for disposition in accordance with this Section 7.2
without accountability to the relevant Assignor. If, under applicable law, the
Collateral Agent shall be permitted to make disposition of the Collateral within
a period of time which does not permit the giving of notice to the relevant
Assignor as hereinabove specified, the Collateral Agent need give such Assignor
only such notice of disposition as shall be required by such applicable law.
Each Assignor agrees to do or cause to be done all such other acts and things as
may be reasonably necessary to make such disposition or dispositions of all or
any portion of the Collateral valid and binding and in compliance with any and
all applicable laws, regulations, orders, writs, injunctions, decrees or awards
of any and all courts, arbitrators or governmental instrumentalities, domestic
or foreign, having jurisdiction over any such sale or sales, all at such
Assignor's expense.

               7.3 Waiver of Claims. Except as otherwise provided in this
Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S
TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives,
to the extent permitted by law:

               (i)    all damages occasioned by such taking of possession or any
         such disposition except any damages which are the direct result of the
         Collateral Agent's gross negligence, bad faith or willful misconduct;

               (ii)   all other requirements as to the time, place and terms of
         sale or other requirements with respect to the enforcement of the
         Collateral Agent's rights hereunder; and

                                      -18-

<PAGE>

               (iii)  all rights of redemption, appraisement, valuation, stay,
         extension or moratorium now or hereafter in force under any applicable
         law in order to prevent or delay the enforcement of this Agreement or
         the absolute sale of the Collateral or any portion thereof, and each
         Assignor, for itself and all who may claim under it, insofar as it or
         they now or hereafter lawfully may, hereby waives the benefit of all
         such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.

               7.4 Application of Proceeds. (a) All moneys collected by the
Collateral Agent (or, to the extent the Pledge Agreement or any other Collateral
Document requires proceeds of collateral under such other Collateral Document to
be applied in accordance with the provisions of this Agreement, the Pledgee or
Collateral Agent under such other Collateral Document) upon any sale or other
disposition of the Collateral, together with all other moneys received by the
Collateral Agent hereunder, shall be applied as follows:

               (i)    first, to the payment of all amounts owing the Collateral
         Agent of the type described in clauses (iii), (iv) and (v) of the
         definition of "Obligations";

               (ii)   second, to the extent proceeds remain after the
         application pursuant to the preceding clause (i), to the payment of all
         amounts owing to any Agent of the type described in clauses (v) and
         (vi) of the definition of "Obligations";

               (iii)  third, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) and (ii), an amount equal to the
         outstanding Primary Obligations shall be paid to the Secured Creditors
         as provided in Section 7.4(e) hereof, with each Secured Creditor
         receiving an amount equal to its outstanding Primary Obligations or, if
         the proceeds are insufficient to pay in full all such Primary
         Obligations, its Pro Rata Share of the amount remaining to be
         distributed;

               (iv)   fourth, to the extent proceeds remain after the
         application pursuant to the preceding clauses (i) through (iii),
         inclusive, an amount equal to the outstanding Secondary Obligations
         shall be paid to the Secured Creditors as provided in Section 7.4(e)
         hereof, with each Secured Creditor receiving an amount equal to its
         outstanding Secondary Obligations or, if the proceeds are insufficient
         to pay in full all such Secondary Obligations, its Pro Rata Share of
         the amount remaining to be distributed; and

               (v)    fifth, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) through (iv), inclusive, and
         following the termination of this Agreement pursuant to Section 10.8(a)
         hereof, to the relevant Assignor or to whomever may be lawfully
         entitled to receive such surplus.

               (b)    For purposes of this Agreement, (x) "Pro Rata Share" shall
mean, when calculating a Secured Creditor's portion of any distribution or
amount, that amount (expressed as

                                      -19-

<PAGE>

a percentage) equal to a fraction the numerator of which is the then unpaid
amount of such Secured Creditor's Primary Obligations or Secondary Obligations,
as the case may be, and the denominator of which is the then outstanding amount
of all Primary Obligations or Secondary Obligations, as the case may be, (y)
"Primary Obligations" shall mean (i) in the case of the Loan Document
Obligations, all principal of, premium, fees and interest on, all Loans, all
amounts of unreimbursed drawings under Letters of Credit, the stated amount of
all outstanding Letters of Credit and all fees with respect to Letters of Credit
and (ii) in the case of the Other Obligations, all amounts due under such
Secured Hedging Agreements (other than indemnities, fees (including, without
limitation, attorneys' fees) and similar obligations and liabilities) and (z)
"Secondary Obligations" shall mean all Obligations other than Primary
Obligations.

               (c)    When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 7.4 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations. If any payment to any Secured Creditor of its Pro
Rata Share of any distribution would result in overpayment to such Secured
Creditor, such excess amount shall instead be distributed in respect of the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Creditor and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

               (d)    Each of the Secured Creditors, by their acceptance of the
benefits hereof and of the other Collateral Documents, agrees and acknowledges
that if the Lender Creditors receive a distribution on account of undrawn
amounts with respect to Letters of Credit issued under the Credit Agreement
(which shall only occur after all outstanding Revolving Loans under the Credit
Agreement and unreimbursed drawings under Letters of Credit have been paid in
full), such amounts shall be paid to the Administrative Agent under the Credit
Agreement and held by it, for the equal and ratable benefit of the Lender
Creditors, as cash security for the repayment of Obligations owing to the Lender
Creditors as such. If any amounts are held as cash security pursuant to the
immediately preceding sentence, then upon the termination of all outstanding
Letters of Credit under the Credit Agreement, and after the application of all
such cash security to the repayment of all Obligations owing to the Lender
Creditors after giving effect to the termination of all such Letters of Credit,
if there remains any excess cash, such excess cash shall be returned by the
Administrative Agent to the Collateral Agent for distribution in accordance with
Section 7.4(a) hereof.

               (e)    All payments required to be made hereunder shall be made
(x) if to the Lender Creditors, to the Administrative Agent for the account of
the Lender Creditors and (y) if to the Other Creditors, to the trustee, paying
agent or other similar representative (each a "Representative") for the Other
Creditors or, in the absence of such a Representative, directly to the Other
Creditors.

               (f)    For purposes of applying payments received in accordance
with this Section 7.4, the Collateral Agent shall be entitled to rely upon (i)
the Administrative Agent and

                                      -20-

<PAGE>

(ii) the Representative or, in the absence of such a Representative, upon the
Other Creditors for a determination (which the Administrative Agent, each
Representative and the Other Creditors agree (or shall agree) to provide upon
request of the Collateral Agent) of the outstanding Primary Obligations and
Secondary Obligations owed to the Lender Creditors or the Other Creditors, as
the case may be. Unless it has received written notice from a Lender Creditor or
an Other Creditor to the contrary, the Administrative Agent and each
Representative, in furnishing information pursuant to the preceding sentence,
and the Collateral Agent, in acting hereunder, shall be entitled to assume that
no Secondary Obligations are outstanding. Unless it has written notice from an
Other Creditor to the contrary, the Collateral Agent, in acting hereunder, shall
be entitled to assume that no Secured Hedging Agreements are in existence.

               (g)    This Agreement is made with full recourse to each Assignor
(including, without limitation, with full recourse to all assets of such
Assignor) and pursuant to and upon all the warranties, representations,
covenants and agreements on the part of such Assignor contained herein, in the
other Secured Debt Agreements and otherwise in writing in connection herewith or
therewith. It is understood that the Assignors shall remain jointly and
severally liable to the extent of any deficiency between the amount of the
proceeds of the Collateral and the aggregate amount of the Obligations.

               7.5 Remedies Cumulative. Each and every right, power and remedy
hereby specifically given to the Collateral Agent shall be in addition to every
other right, power and remedy specifically given to the Collateral Agent under
this Agreement, the other Secured Debt Agreements or now or hereafter existing
at law, in equity or by statute and each and every right, power and remedy
whether specifically herein given or otherwise existing may be exercised from
time to time or simultaneously and as often and in such order as may be deemed
expedient by the Collateral Agent. All such rights, powers and remedies shall be
cumulative and the exercise or the beginning of the exercise of one shall not be
deemed a waiver of the right to exercise any other or others. No delay or
omission of the Collateral Agent in the exercise of any such right, power or
remedy and no renewal or extension of any of the Obligations shall impair any
such right, power or remedy or shall be construed to be a waiver of any
Potential Event of Default or Event of Default or an acquiescence thereof. No
notice to or demand on any Assignor in any case shall entitle it to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Collateral Agent to any other or further
action in any circumstances without notice or demand. In the event that the
Collateral Agent shall bring any suit to enforce any of its rights hereunder and
shall be entitled to judgment, then in such suit the Collateral Agent may
recover reasonable expenses, including reasonable attorneys' fees, and the
amounts thereof shall be included in such judgment.

               7.6 Discontinuance of Proceedings. In case the Collateral Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Collateral Agent, then and in every such case the
relevant Assignor, except to the extent otherwise prohibited by such
determination, the Collateral Agent and each holder of any of the Obligations
shall be restored to their former positions and rights hereunder with respect to
the Collateral subject to the security interest created under this Agreement,
and all rights, remedies and powers of the Collateral Agent shall continue as if
no such proceeding had been instituted.

                                      -21-

<PAGE>

                                  ARTICLE VIII

                                    INDEMNITY

               8.1 Indemnity. (a) Each Assignor jointly and severally agrees to
indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor
and their respective successors, assigns, employees, affiliates and agents
(hereinafter in this Section 8.1 referred to individually as "Indemnitee," and
collectively as "Indemnitees") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including reasonable
attorneys' fees and expenses) (for the purposes of this Section 8.1 the
foregoing are collectively called "expenses") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any other Secured Debt Agreement
or any other document executed in connection herewith or therewith or in any
other way connected with the administration of the transactions contemplated
hereby or thereby or the enforcement of any of the terms of, or the preservation
of any rights under any thereof, or in any way relating to or arising out of the
manufacture, ownership, ordering, purchase, delivery, control, acceptance,
lease, financing, possession, operation, condition, sale, return or other
disposition, or use of the Collateral (including, without limitation, latent or
other defects, whether or not discoverable), the violation of the laws of any
country, state or other governmental body or unit, any tort (including, without
limitation, claims arising or imposed under the doctrine of strict liability, or
for or on account of injury to or the death of any Person (including any
Indemnitee), or property damage), or contract claim; provided that no Indemnitee
shall be indemnified pursuant to this Section 8.1(a) for losses, damages or
liabilities to the extent caused by the gross negligence, bad faith or willful
misconduct of such Indemnitee. Each Assignor agrees that upon written notice by
any Indemnitee of the assertion of such a liability, obligation, damage, injury,
penalty, claim, demand, action, suit or judgment, the relevant Assignor shall
assume full responsibility for the defense thereof. Each Indemnitee agrees to
use its best efforts to promptly notify the relevant Assignor of any such
assertion of which such Indemnitee has knowledge.

               (b)    Without limiting the application of Section 8.1(a) hereof,
each Assignor agrees, jointly and severally, to pay or reimburse the Collateral
Agent for any and all reasonable fees, costs and expenses of whatever kind or
nature incurred in connection with the creation, preservation or protection of
the Collateral Agent's Liens on, and security interest in, the Collateral,
including, without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other fees, costs and
expenses in connection with protecting, maintaining or preserving the Collateral
and the Collateral Agent's interest therein, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions, suits or
proceedings arising out of or relating to the Collateral.

               (c)    Without limiting the application of Section 8.1(a) or (b)
hereof, each Assignor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing
out of any misrepresentation by any Assignor in

                                      -22-

<PAGE>

this Agreement, any other Secured Debt Agreement or in any writing contemplated
by or made or delivered pursuant to or in connection with this Agreement or any
other Secured Debt Agreement.

               (d)    If and to the extent that the obligations of any Assignor
under this Section 8.1 are unenforceable for any reason, such Assignor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

               8.2 Indemnity Obligations Secured by Collateral; Survival. Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of each Assignor contained in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and notwithstanding the full payment of all the Notes issued,
and Loans made, under the Credit Agreement, the termination of all Letters of
Credit issued under the Credit Agreement, the termination of all Secured Hedging
Agreements entered into with the Other Creditors and the payment of all other
Obligations and notwithstanding the discharge thereof and the occurrence of the
Termination Date.

                                   ARTICLE IX

                                   DEFINITIONS

               The following terms shall have the meanings herein specified.
Such definitions shall be equally applicable to the singular and plural forms of
the terms defined.

               "Account" shall mean any "account" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York, and in any event shall include but shall not be limited to, all rights to
payment of any monetary obligation, whether or not earned by performance, (i)
for property that has been or is to be sold, leased, licensed, assigned or
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a
policy of insurance issued or to be issued, (iv) for a secondary obligation
incurred or to be incurred, (v) for energy provided or to be provided, (vi) for
the use or hire of a vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge card or information contained on or for use
with the card, or (viii) as winnings in a lottery or other game of chance
operated or sponsored by a State, governmental unit of a State, or person
licensed or authorized to operate the game by a State or governmental unit of a
State. Without limiting the foregoing, the term "account" shall include all
Health-Care-Insurance Receivables.

               "Administrative Agent" shall have the meaning provided in the
recitals of this Agreement.

               "Agreement" shall mean this Security Agreement as the same may be
modified, supplemented or amended from time to time in accordance with its
terms.

                                      -23-

<PAGE>

               "As-Extracted Collateral" shall mean "as-extracted collateral" as
such term is defined in the Uniform Commercial Code as in effect on the date
hereof in the State of New York.

               "Assignor" shall have the meaning provided in the first paragraph
of this Agreement.

               "Borrower" shall have the meaning provided in the recitals of
this Agreement.

               "Cash Collateral Account" shall mean a cash collateral account
maintained with, and in the sole dominion and control of, the Collateral Agent
for the benefit of the Secured Creditors.

               "Chattel Paper" shall mean "chattel paper" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York. Without limiting the foregoing, the term "Chattel Paper"
shall in any event include all Tangible Chattel Paper and all Electronic Chattel
Paper.

               "Class" shall have the meaning provided in Section 10.2 of this
Agreement.

               "Collateral" shall have the meaning provided in Section 1.1(a) of
this Agreement.

               "Collateral Agent" shall have the meaning provided in the first
paragraph of this Agreement.

               "Commercial Tort Claims" shall mean "commercial tort claims" as
such term is defined in the Uniform Commercial Code as in effect on the date
hereof in the State of New York.

               "Contract Rights" shall mean all rights of any Assignor under
each Contract, including, without limitation, (i) any and all rights to receive
and demand payments under any or all Contracts, (ii) any and all rights to
receive and compel performance under any or all Contracts and (iii) any and all
other rights, interests and claims now existing or in the future arising in
connection with any or all Contracts.

               "Contracts" shall mean all contracts between any Assignor and one
or more additional parties (including, without limitation, any Secured Hedging
Agreements, licensing agreements and any partnership agreements, joint venture
agreements and limited liability company agreements).

               "Copyrights" shall mean any United States copyright owned by any
Assignor, including any registrations of any copyrights, in the United States
Copyright Office or any foreign equivalent office, as well as any application
for a copyright registration now or hereafter made with the United States
Copyright Office or any foreign equivalent office by any Assignor.

               "Credit Agreement" shall have the meaning provided in the
recitals of this Agreement.

                                      -24-

<PAGE>

               "Default" shall mean any event which with notice or lapse of
time, or both, would constitute an Event of Default.

               "Deposit Accounts" shall mean all "deposit accounts" as such term
is defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

               "Documents" shall mean "documents" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York.

               "Domain Names" shall mean all Internet domain names and
associated URL addresses in or to which any Assignor now or hereafter has any
right, title or interest.

               "Electronic Chattel Paper" shall mean "electronic chattel paper"
as such term is defined in the Uniform Commercial Code as in effect on the date
hereof in the State of New York.

               "Equipment" shall mean any "equipment" as such term is defined in
the Uniform Commercial Code as in effect on the date hereof in the State of New
York, and in any event, shall include, but shall not be limited to, all
machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned
by any Assignor and any and all additions, substitutions and replacements of any
of the foregoing and all accessions thereto, wherever located, together with all
attachments, components, parts, equipment and accessories installed thereon or
affixed thereto.

               "Event of Default" shall mean any Event of Default under, and as
defined in, the Credit Agreement and shall in any event include, without
limitation, any payment default on any of the Obligations after the expiration
of any applicable grace period.

               "General Intangibles" shall mean "general intangibles" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

               "Goods" shall mean "goods" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

               "Health-Care-Insurance Receivable" shall mean any
"health-care-insurance receivable" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

               "Indemnitee" shall have the meaning provided in Section 8.1(a) of
this Agreement.

               "Instrument" shall mean "instruments" as such term is defined in
the Uniform Commercial Code as in effect on the date hereof in the State of New
York.

               "Inventory" shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof and all accessions thereto,
wherever located, together with all goods, supplies, incidentals, packaging
materials, labels, materials and any other items used or usable in
manufacturing, processing, packaging or shipping same, in all stages of
production

                                      -25-

<PAGE>

from raw materials through work in process to finished goods, and all products
and proceeds of whatever sort and wherever located any portion thereof which may
be returned, rejected, reclaimed or repossessed by the Collateral Agent from any
Assignor's customers, and shall specifically include all "inventory" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

               "Investment Property" shall mean "investment property" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

               "Lender Creditors" shall have the meaning provided in the
recitals of this Agreement.

               "Lenders" shall have the meaning provided in the recitals of this
Agreement.

               "Letter-of-Credit Rights" shall mean "letter-of-credit rights" as
such term is defined in the Uniform Commercial Code as in effect on the date
hereof in the State of New York.

               "Liens" shall mean any security interest, mortgage, pledge, lien,
claim, charge, encumbrance, title retention agreement, lessor's interest in a
financing lease or analogous instrument, in, of, or on any Assignor's property.

               "Loan Document Obligations" shall have the meaning provided in
the definition of "Obligations" in this Article IX.

               "Location" of any Assignor, shall mean such Assignor's "location"
as determined pursuant to Section 9-307 of the UCC.

               "Marks" shall mean all right, title and interest in and to any
trademarks, service marks and trade names now held or hereafter acquired by any
Assignor, including any registration or application for registration of any
trademarks and service marks now held or hereafter acquired by any Assignor,
which are registered or filed in the United States Patent and Trademark Office
or the equivalent thereof in any state of the United States or any equivalent
foreign office or agency, as well as any unregistered trademarks and service
marks used by an Assignor and any trade dress including logos, designs,
fictitious business names and other business identifiers used by any Assignor.

               "Material Adverse Effect" shall mean a material adverse effect on
the business, property, assets, liabilities (actual or contingent), operations
or condition (financial or otherwise) of the Borrower and its Subsidiaries taken
as a whole.

               "Obligations" shall mean and include all of the following:

               (i)    the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, principal,
         premium, interest (including, without limitation, all interest that
         accrues after the commencement of any case, proceeding or other action
         relating to the bankruptcy, insolvency, reorganization or similar
         proceeding of any Assignor at the rate

                                      -26-

<PAGE>

         provided for in the respective documentation, whether or not a claim
         for post-petition interest is allowed in any such proceeding),
         reimbursement obligations under Letters of Credit, fees, costs and
         indemnities) of each Assignor to the Lender Creditors, whether now
         existing or hereafter incurred under, arising out of, or in connection
         with, the Credit Agreement and the other Loan Documents to which such
         Assignor is a party (including, in the case of each Assignor that is a
         Guarantor, all such obligations, liabilities and indebtedness of such
         Assignor under the Subsidiaries Guaranty) and the due performance and
         compliance by such Assignor with all of the terms, conditions and
         agreements contained in the Credit Agreement and in such other Loan
         Documents (all such obligations, liabilities and indebtedness under
         this clause (i), except to the extent consisting of obligations or
         indebtedness with respect to Secured Hedging Agreements, being herein
         collectively called the "Loan Document Obligations");

               (ii)   the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, all
         interest that accrues after the commencement of any case, proceeding or
         other action relating to the bankruptcy, insolvency, reorganization or
         similar proceeding of any Assignor at the rate provided for in the
         respective documentation, whether or not a claim for post-petition
         interest is allowed in any such proceeding) owing by such Assignor to
         the Other Creditors under, or with respect to (including, in the case
         of each Assignor that is a Guarantor, all such obligations, liabilities
         and indebtedness of such Assignor under the Subsidiaries Guaranty),
         each Secured Hedging Agreement, whether such Secured Hedging Agreement
         is now in existence or hereafter arising, and the due performance and
         compliance by such Assignor with all of the terms, conditions and
         agreements contained therein (all such obligations, liabilities and
         indebtedness described in this clause (ii) being herein collectively
         called the "Other Obligations");

               (iii)  any and all sums advanced by the Collateral Agent in order
         to preserve the Collateral or preserve its security interest in the
         Collateral;

               (iv)   in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations, or liabilities of such
         Assignor referred to in clauses (i) and (ii) above, after an Event of
         Default shall have occurred and be continuing, the reasonable expenses
         of retaking, holding, preparing for sale or lease, selling or otherwise
         disposing of or realizing on the Collateral, or of any exercise by the
         Collateral Agent of its rights hereunder, together with reasonable
         attorneys' fees and court costs;

               (v)    all amounts paid by any Indemnitee as to which such
         Indemnitee has the right to reimbursement under Section 8.1 of this
         Agreement; and

               (vi)   all amounts owing to any Agent pursuant to any of the Loan
         Documents in its capacity as such;

it being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement.

                                      -27-

<PAGE>

               "Other Creditors" shall have the meaning provided in the recitals
of this Agreement.

               "Other Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

               "Patents" shall mean any patent to which any Assignor now or
hereafter has any right, title or interest therein, and any divisions,
continuations (including, but not limited to, continuations-in-parts) and
improvements thereof, as well as any application for a patent now or hereafter
made by any Assignor.

               "Permits" shall mean, to the extent permitted to be assigned by
the terms thereof or by applicable law, all licenses, permits, rights, orders,
variances, franchises or authorizations of or from any governmental authority or
agency.

               "Primary Obligations" shall have the meaning provided in Section
7.4(b) of this Agreement.

               "Pro Rata Share" shall have the meaning provided in Section
7.4(b) of this Agreement.

               "Proceeds" shall mean all "proceeds" as such term is defined in
the Uniform Commercial Code as in effect in the State of New York on the date
hereof and, in any event, shall also include, but not be limited to, (i) any and
all proceeds of any insurance, indemnity, warranty or guaranty payable to the
Collateral Agent or any Assignor from time to time with respect to any of the
Collateral, (ii) any and all payments (in any form whatsoever) made or due and
payable to any Assignor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental authority (or any person acting under color of
governmental authority) and (iii) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

               "Registered Organization" shall have the meaning provided in the
Uniform Commercial Code as in effect in the State of New York.

               "Representative" shall have the meaning provided in Section
7.4(e) of this Agreement.

               "Required Secured Creditors" shall mean (i) at any time when any
Loan Document Obligations are outstanding or any Commitments under the Credit
Agreement exist, the Requisite Lenders (or, to the extent provided in Section
10.6 of the Credit Agreement, each of the Lenders) and (ii) at any time after
all of the Loan Document Obligations have been paid in full and all Commitments
under the Credit Agreement have been terminated and no further Commitments may
be provided thereunder, the holders of a majority of the Other Obligations.

               "Requisite Creditors" shall have the meaning provided in Section
10.2 of this Agreement.

                                      -28-

<PAGE>

               "Secondary Obligations" shall have the meaning provided in
Section 7.4(b) of this Agreement.

               "Secured Creditors" shall have the meaning provided in the
recitals of this Agreement.

               "Secured Debt Agreements" shall mean and include this Agreement,
the other Loan Documents and the Secured Hedging Agreements entered into with
any Other Creditor.

               "Secured Hedging Agreements" shall have the meaning provided in
the recitals of this Agreement.

               "Software" shall mean "software" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York.

               "Specified Collateral Event" shall mean the failure of the
Company and its Subsidiaries to maintain a rating of at least "BB-" from
Standard & Poor's Ratings Group or at least "Ba3" from Moody's Investors
Service, Inc..

               "Supporting Obligations" shall mean any "supporting obligation"
as such term is defined in the Uniform Commercial Code as in effect on the date
hereof in the State of New York, now or hereafter owned by any Assignor, or in
which any Assignor has any rights, and, in any event, shall include, but shall
not be limited to all of such Assignor's rights in any Letter-of-Credit Right or
secondary obligation that supports the payment or performance of, and all
security for, any Account, Chattel Paper, Document, General Intangible,
Instrument or Investment Property."Tangible Chattel Paper" shall mean "tangible
chattel paper" as such term is defined in the Uniform Commercial Code as in
effect on the date hereof in the State of New York.

               "Termination Date" shall have the meaning provided in Section
10.8(a) of this Agreement.

               "Timber-to-be-Cut" shall mean "timber-to-be-cut" as such term is
used in the Uniform Commercial Code as in effect on the date hereof in the State
of New York.

               "Trade Secrets" shall mean any secretly held existing engineering
or other data, information, production procedures and other know-how relating to
the design, manufacture, assembly, installation, use, operation, marketing, sale
and/or servicing of any products or business of an Assignor worldwide, whether
written or not.

               "Trade Secret Rights" shall have the meaning provided in Section
5.1 of this Agreement.

               "Transmitting Utility" shall have the meaning given such term in
Section 9-102(a)(80) of the UCC.

                                      -29-

<PAGE>

               "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction.

                                    ARTICLE X

                                  MISCELLANEOUS

               10.1 Notices. Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company
or overnight courier, as the case may be, or sent by telex or telecopier, except
that notices and communications to the Collateral Agent or any Assignor shall
not be effective until received by the Collateral Agent or such Assignor, as the
case may be. All notices and other communications shall be in writing and
addressed as follows:

               (a)    if to any Assignor, c/o:

                      Domino's, Inc.
                      30 Frank Lloyd Wright Drive
                      Ann Arbor, MI 48106
                      Attention of Joe Donovan, Vice President and Treasurer
                      Telephone No.: (734) 930-3111
                      Telecopier No.: (800) 472-2062

               (b)    if to the Collateral Agent, at:

                      JPMorgan Chase Bank
                      270 Park Avenue
                      New York, NY  10017
                      Attention:  Ms. Teri Streusand, Vice-President
                      Telephone No.:  (212) 270-9803
                      Telecopier No.: (212) 270-5646

               (c)    if to any Lender Creditor other than the Collateral Agent,
         at such address as such Lender Creditor shall have specified in the
         Credit Agreement;

               (d)    if to any Other Creditor, at such address as such Other
         Creditor shall have specified in writing to each Assignor and the
         Collateral Agent;

or at such other address or addressed to such other individual as shall have
been furnished in writing by any Person described above to the party required to
give notice hereunder.

               10.2 Waiver; Amendment. Except as provided in Sections 10.8 and
10.13, none of the terms and conditions of this Agreement may be changed,
waived, modified or varied in any manner whatsoever unless in writing duly
signed by each Assignor directly affected thereby and the Collateral Agent;
provided, however, that any change, waiver, modification or variance

                                      -30-

<PAGE>

(with the written consent of either (x) the Requisite Lenders (or all of the
Lenders to the extent required by Section 10.6 of the Credit Agreement) at all
times prior to the time on which all Loan Document Obligations have been paid in
full or (y) the holders of at least a majority of the outstanding Other
Obligations at all times after the time on which all Loan Document Obligations
have been paid in full) affecting the rights and benefits of a single Class of
Secured Creditors (and not all Secured Creditors in a like or similar manner)
also shall require the written consent of the Requisite Creditors of such
affected Class. For the purpose of this Agreement, the term "Class" shall mean
each class of Secured Creditors, i.e., whether (x) the Lender Creditors as
holders of the Loan Document Obligations or (y) the Other Creditors as the
holders of the Other Obligations. For the purpose of this Agreement, the term
"Requisite Creditors" of any Class shall mean each of (x) with respect to the
Loan Document Obligations, the Requisite Lenders (or, to the extent provided in
subsection 10.6 of the Credit Agreement, each of the Lenders), and (y) with
respect to the Other Obligations, the holders of at least a majority of all
Other Obligations outstanding from time to time.

               10.3 Obligations Absolute. The obligations of each Assignor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement or any other Secured Debt
Agreement; or (c) any amendment to or modification of any Secured Debt Agreement
or any security for any of the Obligations; whether or not such Assignor shall
have notice or knowledge of any of the foregoing.

               10.4 Successors and Assigns. This Agreement shall be binding upon
each Assignor and its successors and assigns (although no Assignor may assign
its rights and obligations hereunder except in accordance with the provisions of
the Secured Debt Agreements) and shall inure to the benefit of the Collateral
Agent and the other Secured Creditors and their respective successors and
assigns. All agreements, statements, representations and warranties made by each
Assignor herein or in any certificate or other instrument delivered by such
Assignor or on its behalf under this Agreement shall be considered to have been
relied upon by the Secured Creditors and shall survive the execution and
delivery of this Agreement and the other Secured Debt Agreements regardless of
any investigation made by the Secured Creditors or on their behalf.

               10.5 Headings Descriptive. The headings of the several sections
of this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.

               10.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF

                                      -31-

<PAGE>

THIS AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH ASSIGNOR, AND
AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS
THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH ASSIGNOR. EACH ASSIGNOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH ASSIGNOR AT ITS
ADDRESS FOR NOTICES AS PROVIDED IN SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES
ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL
AGENT UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY ASSIGNOR IN ANY OTHER JURISDICTION.

               (b)    EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

               (c)    EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                                      -32-

<PAGE>

               10.7 Assignor's Duties. It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement provided, that the Collateral Agent shall be liable for the
safekeeping of the Collateral already in its possession, nor shall the
Collateral Agent be required or obligated in any manner to perform or fulfill
any of the obligations of any Assignor under or with respect to any Collateral.

               10.8 Termination; Release. (a) On the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation in Section 8.1 hereof, shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Assignor, will promptly execute and deliver to such Assignor a proper
instrument or instruments (including Uniform Commercial Code termination
statements) acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to such Assignor (without recourse
and without any representation or warranty) such of the Collateral as may be in
the possession of the Collateral Agent and as has not theretofore been sold or
otherwise applied or released pursuant to this Agreement. As used in this
Agreement, "Termination Date" shall mean the date upon which the Commitments
under the Credit Agreement have been terminated and all Secured Hedging
Agreements entered into with any Other Creditor have been terminated, no Note,
Loan or Letter of Credit is outstanding and all other Obligations (other than
indemnities described in Section 11 hereof and described in Section 10.3 of the
Credit Agreement, and any other indemnities set forth in any other Collateral
Documents, in each case which are not then due and payable) then due and payable
have been paid in full.

               (b)    In the event that any part of the Collateral is sold,
transferred or otherwise disposed of (x) at any time prior to the time at which
all Loan Document Obligations have been paid in full and all Commitments and
Letters of Credit under the Credit Agreement have been terminated, in connection
with a sale or disposition permitted by subsection 7.7 of the Credit Agreement
or is otherwise released at the direction of the Required Lenders (or all the
Lenders if required by subsection 10.6 of the Credit Agreement) or (y) at any
time thereafter, to the extent permitted by the other Secured Debt Agreements,
and in the case of clauses (x) and (y), the proceeds of such sale or disposition
(or from such release) are applied in accordance with the terms of the Credit
Agreement or such other Secured Debt Agreement, as the case may be, to the
extent required to be so applied, such Collateral will be sold, transferred or
otherwise disposed of free and clear of the Liens created by this Agreement and
the Collateral Agent, at the request and expense of the relevant Assignor, will
duly and promptly assign, transfer and deliver to such Assignor (without
recourse and without any representation or warranty) such of the Collateral as
is then being (or has been) so sold, transferred or otherwise disposed of, or
released, and as may be in the possession of the Collateral Agent and has not
theretofore been released pursuant to this Agreement. Furthermore, upon the
release of any Guarantor from the Subsidiaries Guaranty in accordance with the
provisions thereof, such Assignor (and the Collateral at such time assigned by
the respective Assignor pursuant hereto) shall be released from this Agreement.

               (c)    At any time that an Assignor desires that the Collateral
Agent take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing

                                      -33-

<PAGE>

Section 10.8(a) or (b), such Assignor shall deliver to the Collateral Agent a
certificate signed by a senior officer of such Assignor stating that the release
of the respective Collateral is permitted pursuant to such Section 10.8(a) or
(b). At any time that Company or the respective Assignor desires that a
Subsidiary of Company which has been released from the Subsidiaries Guaranty be
released hereunder as provided in the last sentence of Section 10.8(b), it shall
deliver to the Collateral Agent a certificate signed by a principal executive
officer of Company and the respective Assignor stating that the release of the
respective Assignor (and its Collateral) is permitted pursuant to such Section
10.8(b).

               (d)    The Collateral Agent shall have no liability whatsoever to
any other Secured Party as the result of any release of Collateral by it in
accordance with this Section 10.8.

                                      -34-

<PAGE>

               10.9 Counterparts. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with each
Assignor and the Collateral Agent.

               10.10 Severability. Any provision of this 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.

               10.11 The Collateral Agent and the other Secured Creditors. The
Collateral Agent will hold in accordance with this Agreement all items of the
Collateral at any time received under this Agreement. It is expressly understood
and agreed that the obligations of the Collateral Agent as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement and in Section 9 of the Credit Agreement. The Collateral Agent shall
act hereunder on the terms and conditions set forth herein and in Section 9 of
the Credit Agreement.

               10.12 Benefit of Agreement. This Agreement shall be binding upon
the parties hereto and their respective successors and assigns and shall inure
to the benefit of and be enforceable by each of the parties hereto and its
successors and assigns.

               10.13 Additional Assignors. It is understood and agreed that any
Subsidiary of Holdings that desires to become an Assignor hereunder, or is
required to execute a counterpart of this Agreement after the date hereof
pursuant to the requirements of the Credit Agreement or any other Loan Document,
shall become an Assignor hereunder by executing a counterpart hereof and
delivering same to the Collateral Agent, (y) delivering supplements to Annexes A
through F, inclusive, and H through K, inclusive, hereto as are necessary to
cause such Annexes to be complete and accurate with respect to such additional
Assignor on such date and (z) taking all actions as specified in this Agreement
as would have been taken by such Assignor had it been an original party to this
Agreement, in each case with all documents required above to be delivered to the
Collateral Agent and with all documents and actions required above to be taken
to the reasonable satisfaction of the Collateral Agent.

    [Remainder of this page intentionally left blank; signature page follows]

                                      -35-

<PAGE>

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


                                        DOMINO'S, INC., as an Assignor


                                        By: /s/ Harry J. Silverman
                                            -------------------------------
                                        Title:  Vice President

                                        DOMINO'S FRANCHISE HOLDING CO.,
                                           as an Assignor


                                        By: /s/ Harry J. Silverman
                                            -------------------------------
                                        Title:  Vice President

                                         TISM, INC., as an Assignor,


                                        By: /s/ Harry J. Silverman
                                            -------------------------------
                                        Title:  Vice President

                                        DOMINO'S PIZZA LLC, as an Assignor,


                                        By: /s/ Harry J. Silverman
                                            -------------------------------
                                        Title:  Vice President

                                        DOMINO'S PIZZA INTERNATIONAL, INC.,
                                           as an Assignor,


                                        By: /s/ Harry J. Silverman
                                            -------------------------------
                                        Title:  Vice President

                                        DOMINO'S PIZZA GOVERNMENT SERVICES
                                        DIVISION, INC., as an Assignor,


                                        By: /s/ Joseph P. Donovan
                                            -------------------------------
                                        Title:  Treasurer

<PAGE>

                                        DOMINO'S PIZZA INTERNATIONAL
                                        PAYROLL SERVICES, INC., as an Assignor,


                                        By: /s/ Joseph P. Donovan
                                            -------------------------------
                                        Title:  Treasurer

                                        DOMINO'S PIZZA PMC, INC.,
                                           as an Assignor,


                                        By: /s/ Joseph P. Donovan
                                            -------------------------------
                                        Title:  Treasurer

                                        DOMINO'S PIZZA CALIFORNIA LLC,
                                           as an Assignor,


                                        By: /s/ Joseph P. Donovan
                                            -------------------------------
                                        Title:  Treasurer


Accepted and Agreed to:

JPMORGAN CHASE BANK,
  as Collateral Agent


By: /s/ Teri Streusand
    ---------------------------
     Title: Vice President

                                       -2-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                              <C>
ARTICLE I  SECURITY INTERESTS.....................................................................................2

         1.1  Grant of Security Interests.........................................................................2
         1.2  Power of Attorney...................................................................................4

ARTICLE II  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS.....................................................4

         2.1  Necessary Filings...................................................................................4
         2.2  No Liens............................................................................................5
         2.3  Other Financing Statements..........................................................................5
         2.4  Chief Executive Office, Record Locations............................................................5
         2.5  Legal Names; Type of Organization (and Whether a Registered Organization and/or a
              Transmitting Utility); Jurisdiction of Organization; Location; Organizational
              Identification Numbers; Changes Thereto; Etc........................................................5
         2.6  Trade Names; Etc....................................................................................6
         2.7  Certain Significant Transactions....................................................................6
         2.8  Collateral in the Possession of a Bailee............................................................7
         2.9  Recourse............................................................................................7

ARTICLE III  SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND
         CERTAIN OTHER COLLATERAL.................................................................................7

         3.1  Additional Representations and Warranties...........................................................7
         3.2  Maintenance of Records..............................................................................7
         3.3  Direction to Account Debtors; Contracting Parties; Etc..............................................8
         3.4  Modification of Terms; Etc..........................................................................8
         3.5  Collection..........................................................................................8
         3.6  Instruments.........................................................................................9
         3.7  Assignors Remain Liable Under Accounts..............................................................9
         3.8  Assignors Remain Liable Under Contracts.............................................................9
         3.9  Deposit Accounts; Etc...............................................................................9
         3.10 Letter-of-Credit Rights............................................................................10
         3.11 Commercial Tort Claims.............................................................................11
         3.12 Chattel Paper......................................................................................11
         3.13 Further Actions....................................................................................11

ARTICLE IV  SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES............................................11

         4.1  Additional Representations and Warranties..........................................................11
         4.2  Licenses and Assignments...........................................................................12
         4.3  Infringements......................................................................................12
         4.4  Preservation of Marks and Domain Names.............................................................12
</TABLE>

                                       (i)

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                              <C>
         4.5  Maintenance of Registration........................................................................12
         4.6  Future Registered Marks and Domain Names...........................................................12
         4.7  Remedies...........................................................................................13

ARTICLE V  SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS...................................13

         5.1  Additional Representations and Warranties..........................................................13
         5.2  Licenses and Assignments...........................................................................14
         5.3  Infringements......................................................................................14
         5.4  Maintenance of Patents or Copyrights...............................................................14
         5.5  Prosecution of Patent or Copyright Applications....................................................14
         5.6  Other Patents and Copyrights.......................................................................14
         5.7  Remedies...........................................................................................14

ARTICLE VI  PROVISIONS CONCERNING ALL COLLATERAL.................................................................15

         6.1  Protection of Collateral Agent's Security..........................................................15
         6.2  Warehouse Receipts Non-negotiable..................................................................15
         6.3  Additional Information.............................................................................15
         6.4  Further Actions....................................................................................16
         6.5  Financing Statements...............................................................................16

ARTICLE VII  REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT.....................................................16

         7.1  Remedies; Obtaining the Collateral Upon Default....................................................16
         7.2  Remedies; Disposition of the Collateral............................................................18
         7.3  Waiver of Claims...................................................................................18
         7.4  Application of Proceeds............................................................................19
         7.5  Remedies Cumulative................................................................................21
         7.6  Discontinuance of Proceedings......................................................................21

ARTICLE VIII  INDEMNITY..........................................................................................22

         8.1  Indemnity..........................................................................................22
         8.2  Indemnity Obligations Secured by Collateral; Survival..............................................23

ARTICLE IX  DEFINITIONS..........................................................................................23

ARTICLE X  MISCELLANEOUS.........................................................................................30

         10.1 Notices............................................................................................30
         10.2 Waiver; Amendment..................................................................................30
         10.3 Obligations Absolute...............................................................................31
         10.4 Successors and Assigns.............................................................................31
         10.5 Headings Descriptive...............................................................................31
</TABLE>

                                      (ii)

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                              <C>
         10.6  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL............................31
         10.7  Assignor's Duties.................................................................................33
         10.8  Termination; Release..............................................................................33
         10.9  Counterparts......................................................................................35
         10.10 Severability......................................................................................35
         10.11 The Collateral Agent and the other Secured Creditors..............................................35
         10.12 Benefit of Agreement..............................................................................35
         10.13 Additional Assignors..............................................................................35

ANNEX A         Schedule of Chief Executive Offices
ANNEX B         [RESERVED]
ANNEX C         Schedule of Legal Names, Type of Organization (and Whether a Registered Organization and/or a
                Transmitting Utility), Jurisdiction of Organization, Location and Organizational Identification
                Numbers
ANNEX D         Schedule of Trade and Fictitious Names
ANNEX E         Description of Certain Significant Transactions Occurring Within One Year Prior to the
                Date of the Security Agreement
ANNEX F         Schedule of Deposit Accounts
ANNEX G         Form of Control Agreement Regarding Deposit Accounts
ANNEX H         Schedule of Commercial Tort Claims
ANNEX I         Schedule of Marks and Internet Domain Name Registrations
ANNEX J         Schedule of Patents
ANNEX K         Schedule of Copyrights
ANNEX L         Grant of Security Interest in United States Trademarks
ANNEX M         Grant of Security Interest in United States Patents
ANNEX N         Grant of Security Interest in United States Copyrights
</TABLE>

                                      (iii)