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                                                                  EXHIBIT 4.2(c)

                                                                  EXECUTION COPY

                      TELEX COMMUNICATIONS HOLDINGS, INC.,

                TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC,

                           TELEX COMMUNICATIONS, INC.,

                    TELEX COMMUNICATIONS INTERNATIONAL, LTD.,

  (referred to herein individually as "GRANTOR" and collectively as "GRANTORS")

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                    AS AGENT

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                               SECURITY AGREEMENT

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                  PAGE
<S>                                                                                               <C>
1.   DEFINED TERMS..............................................................................    1

2.   GRANT OF LIEN..............................................................................    2

3.   AGENT'S AND LENDERS' RIGHTS:  LIMITATIONS ON AGENT'S AND LENDERS' OBLIGATIONS..............    3

4.   REPRESENTATIONS AND WARRANTIES.............................................................    4

5.   COVENANTS..................................................................................    6

6.   BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS.........................................   10

7.   AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT....................................................   12

8.   REMEDIES:  RIGHTS UPON DEFAULT.............................................................   12

9.   GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL...................................   14

10.  LIMITATION ON AGENT'S AND LENDERS' DUTY IN RESPECT OF COLLATERAL...........................   15

11.  REINSTATEMENT..............................................................................   15

12.  SURETYSHIP WAIVERS BY GRANTOR; OBLIGATIONS ABSOLUTE........................................   15

13.  EXPENSES AND ATTORNEY'S FEES...............................................................   16

14.  NOTICES....................................................................................   16

15.  SEVERABILITY...............................................................................   17

16.  NO WAIVER; CUMULATIVE REMEDIES.............................................................   17

17.  LIMITATION BY LAW..........................................................................   17

18.  TERMINATION OF THIS AGREEMENT..............................................................   18

19.  SUCCESSORS AND ASSIGNS.....................................................................   18

20.  COUNTERPARTS...............................................................................   18

21.  GOVERNING LAW..............................................................................   18

22.  WAIVER OF JURY TRIAL.......................................................................   19

23.  HEADINGS...................................................................................   19

24.  NO STRICT CONSTRUCTION.....................................................................   19

25.  ADVICE OF COUNSEL..........................................................................   20

26.  BENEFIT OF LENDERS.........................................................................   20

27.  INTERCREDITOR AGREEMENT....................................................................   20

</TABLE>

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                               SECURITY AGREEMENT

THIS SECURITY AGREEMENT, dated as of November 19, 2003 (this "Agreement"), by
and among TELEX COMMUNICATIONS holdingS, INC., a Delaware corporation
("Holdings"), Telex Communications Intermediate Holdings, LLC, a Delaware
limited liability company ("Parent"), telex communications, inc., a Delaware
corporation ("Borrower"), telex communications international, ltd., a Delaware
corporation ("Telex International", and together with Holdings, Parent and
Borrower, each referred to herein individually as a "Grantor" and collectively
as "Grantors"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, in its capacity as Agent (in such capacity, "Agent") for itself and
Lenders from time to time party to the Credit Agreement as defined below
("Lenders").

WHEREAS:

(A)      Pursuant to that certain Credit Agreement dated as of the date hereof
         (including all annexes, exhibits and schedules thereto, and as from
         time to time amended, restated, supplemented or otherwise modified, the
         "Credit Agreement") by and among Grantors, Agent and Lenders, the
         Lenders have agreed to make available to Borrower, upon the terms and
         conditions thereof, a certain revolving credit facility;

(B)      Borrower wishes to borrow certain Loans and cause certain Letters of
         Credit to be issued (as such terms are defined in the Credit
         Agreement);

(C)      Parent is a wholly-owned subsidiary of Holdings, Borrower is a
         wholly-owned subsidiary of Parent, Telex International is a
         wholly-owned subsidiary of Borrower, Grantors engage in business
         transactions with one another, and Holdings, Parent and Telex
         International will benefit from the Loans and other financial
         accommodations made under the Credit Agreement; and

(D)      in order to induce Agent and Lenders to make the Loans and to incur the
         Letter of Credit Obligations (as defined in the Credit Agreement) to be
         made and incurred by Lenders as provided for in the Credit Agreement,
         each Grantor has agreed to grant a continuing Lien on the Collateral
         (as hereinafter defined) to secure the Obligations.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       DEFINED TERMS

         (a)      All capitalized terms used but not otherwise defined herein
                  have the meanings given to them in the Credit Agreement or in
                  Annex A thereto. All other terms contained in this Agreement,
                  unless the context indicates otherwise, have the meanings
                  provided for by the Code to the extent the same are used or
                  defined therein.

         (b)      "Uniform Commercial Code jurisdiction" means any jurisdiction
                  that has adopted all or substantially all of Article 9 as
                  contained in the 2000 Official Text of the Uniform Commercial
                  Code, as recommended by the National Conference of
                  Commissioners on Uniform State Laws and the American Law
                  Institute, together with any subsequent amendments or
                  modifications to the Official Text.

<PAGE>

2.       GRANT OF LIEN

         (a)      To secure the prompt and complete payment, performance and
                  observance of all of the Obligations and all renewals,
                  extensions, restructurings and refinancings thereof, and all
                  obligations, liabilities, and indebtedness of Grantors arising
                  under this Agreement, each Grantor hereby grants, assigns,
                  conveys, mortgages, pledges, hypothecates and transfers to
                  Agent, for itself and the benefit of Lenders, a Lien upon all
                  of its right, title and interest in, to and under all personal
                  property and other assets, whether now owned by or owing to,
                  or hereafter acquired by or arising in favor of such Grantor
                  (including under any trade names, styles or derivations
                  thereof), and whether owned or consigned by or to, or leased
                  from or to, such Grantor, and regardless of where located (all
                  of which being hereinafter collectively referred to as the
                  "Collateral"), including:

                  (i)      all Accounts;

                  (ii)     all Chattel Paper;

                  (iii)    all Documents;

                  (iv)     all General Intangibles (including all Payment
                           Intangibles (as defined in the Code), trademarks,
                           patents, copyrights, other intellectual property and
                           licenses thereof, payment intangibles and Software);

                  (v)      all Goods (including Inventory, Equipment and
                           Fixtures);

                  (vi)     all Instruments;

                  (vii)    all Investment Property;

                  (viii)   all Deposit Accounts (as defined in the Code) of such
                           Grantor, including all blocked accounts and all other
                           bank accounts and all deposits therein;

                  (ix)     all money, cash or Cash Equivalents of such Grantor;

                  (x)      all Supporting Obligations (as defined in the Code)
                           and Letter-of-Credit Rights (as defined in the Code)
                           of such Grantor;

                  (xi)     all Intercompany Notes;

                  (xii)    the following commercial tort claims: none; and

                  (xiii)   to the extent not otherwise included, all Proceeds
                           (as defined in the Code), tort claims, insurance
                           claims and other rights to payments not otherwise
                           included in the foregoing and products of the
                           foregoing and all accessions to, substitutions and
                           replacements for, and income, benefits, rents and
                           profits of, each of the foregoing and, to the extent
                           related to any of the foregoing, all books,
                           correspondence, credit files, records, invoices, and
                           other papers (including without limitation all tapes,
                           cards, computer runs and other papers and documents
                           in the possession or under the control of such
                           Grantor or any computer bureau or service company
                           from time to time acting for such Grantor).

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         (b)      In addition, to secure the prompt and complete payment,
                  performance and observance of the Obligations, all renewals,
                  extensions, restructurings and refinancings thereof and all
                  obligations, liabilities and indebtedness of Grantors arising
                  under this Agreement, and in order to induce Agent and Lenders
                  as aforesaid, each Grantor hereby grants to Agent, for itself
                  and the benefit of Lenders, a right of setoff against the
                  property of such Grantor held by Agent or any Lender,
                  consisting of property described above in Section 2(a) now or
                  hereafter in the possession or custody of or in transit to
                  Agent or any Lender, for any purpose, including safekeeping,
                  collection or pledge, for the account of such Grantor, or as
                  to which such Grantor may have any right or power.

         (c)      Notwithstanding the foregoing, property now or hereafter
                  constituting collateral pledged under any Pledge Agreement,
                  all equity interests in any Subsidiary of each Grantor and all
                  equity interests in DRF 12000 Portland, LLC shall not
                  constitute Collateral under this Agreement and, in the case of
                  collateral pledged under any Pledge Agreement, shall be
                  governed by such Pledge Agreement.

3.       AGENT'S AND LENDERS' RIGHTS: LIMITATIONS ON AGENT'S AND LENDERS'
         OBLIGATIONS

         (a)      It is expressly agreed by each Grantor that, anything herein
                  or in any other Loan Document to the contrary notwithstanding,
                  each Grantor shall remain liable under each of its respective
                  Contractual Obligations, including all Licenses, to observe
                  and perform all the conditions and obligations to be observed
                  and performed by it thereunder. Neither Agent nor any Lender
                  shall have any obligation or liability under any Contractual
                  Obligation by reason of or arising out of this Agreement or
                  any other Loan Document or the granting herein of a Lien
                  thereon or the receipt by Agent or any Lender of any payment
                  relating to any Contractual Obligation pursuant hereto.
                  Neither Agent nor any Lender shall be required or obligated in
                  any manner to perform or fulfill any of the obligations of any
                  Grantor under or pursuant to any Contractual Obligation, or to
                  make any payment, or to make any inquiry as to the nature or
                  the sufficiency of any payment received by it or the
                  sufficiency of any performance by any party under any
                  Contractual Obligation, or to present or file any claims, or
                  to take any action to collect or enforce any performance or
                  the payment of any amounts which may have been assigned to it
                  or to which it may be entitled at any time or times.

         (b)      Agent may at any time after an Event of Default has occurred
                  and is continuing (or if any rights of set-off (other than
                  set-offs against an Account arising under the Contract giving
                  rise to the same Account) or contra accounts may be asserted
                  with respect to the following), without prior notice to any
                  Grantor, notify each Grantor's Account Debtors and all other
                  Persons obligated on any of the Collateral that Agent has a
                  security interest therein, and that payments shall be made
                  directly to Agent, for itself and the benefit of Lenders. Upon
                  the request of Agent, each Grantor shall so notify its Account
                  Debtors and other Persons obligated on the Collateral. Once
                  any such notice has been given to any Account Debtor or other
                  Person obligated on the Collateral, none of the Grantors shall
                  give any contrary instructions to such Account Debtor or other
                  Person without Agent's prior written consent.

         (c)      Agent may at any time in Agent's own name, in the name of a
                  nominee of Agent or in the name of any Grantor communicate (by
                  mail, telephone, facsimile or otherwise) with Account Debtors,
                  parties to Contractual Obligations and obligors in respect of
                  Instruments to verify with such Persons, to Agent's
                  satisfaction, the existence, amount,

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                  terms of, and any other matter relating to, Accounts,
                  Instruments, Chattel Paper and/or payment intangibles,
                  provided that Agent shall use commercially reasonable efforts
                  to provide concurrent notice of such communication to
                  Borrower. If an Event of Default shall have occurred and be
                  continuing, each Grantor, at its own expense, shall cause the
                  independent certified public accountants then engaged by such
                  Grantor to prepare and deliver to Agent and each Lender at any
                  time and from time to time promptly upon Agent's request the
                  following reports with respect to such Grantor: (i) a
                  reconciliation of all Accounts; (ii) an aging of all Accounts;
                  (iii) trial balances; and (iv) a test verification of such
                  Accounts as Agent may request. Each Grantor, at its own
                  expense, shall deliver to Agent the results of each physical
                  verification, if any, which such Grantor may in its discretion
                  have made, or caused any other Person to have made on its
                  behalf, of all or any portion of its Inventory.

4.       REPRESENTATIONS AND WARRANTIES

         Each Grantor, jointly and severally, represents and warrants that:

         (a)      Each Grantor has rights in and the power to transfer each item
                  of the Collateral upon which it purports to grant a Lien
                  hereunder free and clear of any and all Liens other than
                  Permitted Encumbrances.

         (b)      No effective security agreement, financing statement,
                  equivalent security or Lien instrument or continuation
                  statement covering all or any part of the Collateral (other
                  than those instruments and statements Agent is authorized to
                  terminate and release in full upon the initial funding of the
                  Loans) is on file or of record in any public office, except
                  such as may have been filed (i) by any Grantor in favor of
                  Agent pursuant to this Agreement or the other Loan Documents
                  and (ii) in connection with any other Permitted Encumbrances.

         (c)      This Agreement is effective to create a valid and continuing
                  Lien on and, upon the filing of the appropriate financing
                  statements in the filing offices listed on Schedule I hereto
                  or the entering into of three-party control agreements, as
                  applicable, a perfected Lien in favor of Agent, for itself and
                  the benefit of Lenders, on the Collateral with respect to
                  which a Lien may be perfected by filing pursuant to the Code.
                  Such Lien is prior to all other Liens, except Permitted
                  Encumbrances that would be prior to Liens in favor of Agent
                  for the benefit of Agent and Lenders as a matter of law, and
                  is enforceable as such as against any and all creditors of and
                  purchasers from any Grantor (other than purchasers and lessees
                  of Inventory in the ordinary course of business and
                  non-exclusive licensees of General Intangibles in the ordinary
                  course of business). All action by each of the Grantors
                  necessary or desirable to protect and perfect such Lien on
                  each item of the Collateral has been duly taken.

         (d)      Schedule II hereto lists all Instruments, Documents, Letter of
                  Credit Rights and Chattel Paper (including any Intercompany
                  Notes) of each Grantor. All actions by each Grantor necessary
                  or desirable to protect and perfect the Lien of Agent on each
                  item set forth on Schedule II (including the delivery of all
                  originals thereof to Agent and the legending of all Chattel
                  Paper as required by Section 5(b) hereof) have been duly
                  taken. The Lien of Agent, for the benefit of Agent and
                  Lenders, on the Collateral listed on Schedule II hereto is
                  prior to all other Liens, except Permitted Encumbrances that
                  would be prior to the Liens in favor of Agent as a matter of
                  law, and is enforceable as such against any and all creditors
                  of and purchasers from each Grantor.

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         (e)      Each Grantor's name as it appears in official filings in the
                  state of its incorporation or other organization, all prior
                  names of each Grantor used during the past five years, as they
                  appeared from time to time in official filings in the state of
                  its incorporation or other organization, the type of entity of
                  each Grantor (including corporation, partnership, limited
                  partnership or limited liability company), organizational
                  identification number issued by each Grantor's state of
                  incorporation or organization or a statement that no such
                  number has been issued, each Grantor's state of organization
                  or incorporation, the mailing address of each Grantor as of
                  the date hereof, the location of each Grantor's chief
                  executive office, principal place of business, other offices,
                  all warehouses and premises where Collateral is stored or
                  located, and the locations of each Grantor's books and records
                  concerning the Collateral are set forth on Schedule IIIA,
                  Schedule IIIB, Schedule IIIC and Schedule IIID, respectively,
                  hereto. Each Grantor is a registered organization and has
                  only one state of incorporation or organization.

         (f)      With respect to the Accounts, except as specifically disclosed
                  in writing to Agent, (i) they represent bona fide sales of
                  Inventory or rendering of services to Account Debtors in the
                  ordinary course of each Grantor's business and are not
                  evidenced by a judgment, Instrument or Chattel Paper; (ii)
                  there are no set-offs, claims or disputes existing or asserted
                  with respect thereto and none of the Grantors has made any
                  agreement with any of its Account Debtors for any extension of
                  time for the payment thereof, any compromise or settlement for
                  less than the full amount thereof, any release of any of its
                  Account Debtors from liability therefor, or any deduction
                  therefrom except a discount or allowance allowed by any
                  Grantor in the ordinary course of its business for prompt
                  payment and disclosed to Agent; (iii) to each Grantor's
                  knowledge, there are no facts, events or occurrences which in
                  any way impair the validity or enforceability thereof or could
                  reasonably be expected to reduce the amount payable thereunder
                  as shown on such Grantor's books and records and any invoices,
                  statements or other collateral report delivered to Agent and
                  Lenders with respect thereto; (iv) none of the Grantors has
                  received any notice of proceedings or actions which are
                  threatened or pending against any of its Account Debtors which
                  might result in any adverse change in such Account Debtor's
                  financial condition; (v) none of the Grantors has knowledge
                  that any of its Account Debtors is unable generally to pay its
                  debts as they become due; and (vi) they constitute the legally
                  valid and binding obligation of the applicable Account
                  Debtors. Further, with respect to the Accounts (x) the amounts
                  shown on all invoices, statements or other collateral reports
                  which may be delivered to Agent with respect thereto are
                  actually owing to such Grantor as indicated thereon and are
                  not in any way contingent, except for such contingencies as
                  may exist under trade custom and practice; (y) no payments
                  have been or shall be made thereon except payments immediately
                  delivered to the applicable blocked accounts or Agent as
                  required pursuant to the terms of Annex C to the Credit
                  Agreement; and (z) to each Grantor's knowledge, all of its
                  Account Debtors have the capacity to contract.

         (g)      With respect to any Inventory, (i) such Inventory is located
                  at one of the applicable Grantor's locations set forth on
                  Schedule IIIA, Schedule IIIB, Schedule IIIC or Schedule IIID
                  hereto, as applicable, (ii) no Inventory is now, or shall at
                  any time or times hereafter be stored at any other location
                  without prior notice to Agent, and the applicable Grantor will
                  concurrently therewith obtain, to the extent required by the
                  Credit Agreement, bailee, landlord and mortgagee agreements,
                  (iii) each Grantor has good, indefeasible and merchantable
                  title to its Inventory and such Inventory is not subject to
                  any Lien or security interest or document whatsoever except
                  for the Lien granted to Agent, for the benefit of Agent and
                  Lenders, and except for Permitted Encumbrances, (iv) except as

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                  specifically disclosed to Agent, such Inventory is of good and
                  merchantable quality, free from any defects, ordinary wear and
                  tear excepted, (v) such Inventory is not subject to any
                  licensing, patent, royalty, trademark, trade name or copyright
                  agreements with any third parties that would require any
                  consent of any third party upon sale or other disposition of
                  that Inventory or the payment of any monies to any third party
                  upon such sale or other disposition, and (vi) the completion
                  of manufacture, sale or other disposition of such Inventory by
                  Agent following an Event of Default shall not require the
                  consent of any Person and shall not constitute a breach or
                  default under any contract or agreement to which any Grantor
                  is a party or to which such property is subject.

         (h)      Schedule IVA sets forth under the name of each Grantor a
                  complete and correct list of all issued Patents, registered
                  Trademarks and registered Copyrights, and pending applications
                  for the foregoing, owned by such Grantor on the date hereof;
                  and all registrations listed in Schedule IVA are valid and in
                  full force and effect. None of the Grantors has any interest
                  in, or title to, any Patent, Trademark or Copyright except as
                  set forth in Schedule IVA hereto. This Agreement is effective
                  to create a valid and continuing Lien on and, upon filing of
                  appropriate financing statements in the filing offices listed
                  on Schedule I hereto and of the Copyright Security Agreements
                  with the United States Copyright Office and filing of the
                  Patent Security Agreements and the Trademark Security
                  Agreements with the United States Patent and Trademark Office,
                  perfected Liens in favor of Agent on each Grantor' s Patents,
                  Trademarks and Copyrights and such perfected Liens are
                  enforceable as such as against any and all creditors of and
                  purchasers from any Grantor. Upon filing of the Copyright
                  Security Agreements with the United States Copyright Office
                  and filing of the Patent Security Agreements and the Trademark
                  Security Agreements with the United States Patent and
                  Trademark Office and the filing of appropriate financing
                  statements listed on Schedule I hereto, all action necessary
                  or desirable to protect and perfect Agent's Lien on each
                  Grantor's Patents, Trademarks or Copyrights shall have been
                  duly taken.

                  Schedule IVB sets forth a complete and correct list of all
                  licenses and other user agreements included in the
                  Intellectual Property on the date hereof.

         (i)      All titled motor vehicles owned by each Grantor are listed
                  under the name of such Grantor on Schedule V hereto, by make,
                  model, model year and vehicle identification number ("VIN").

5.       COVENANTS

         Without limiting any Grantor's covenants and agreements contained in
         the Credit Agreement and other Loan Documents, each Grantor covenants
         and agrees with Agent, for the benefit of Agent and Lenders, that from
         and after the date of this Agreement and until the Termination Date:

         (a)      Further Assurances; Pledge of Instruments; Chattel Paper.

                  (i)      At any time and from time to time, upon the written
                           request of Agent and at the sole expense of such
                           Grantor, such Grantor shall promptly and duly execute
                           and deliver any and all such further instruments and
                           documents and take such further actions as Agent may
                           deem desirable to obtain the full benefits of this
                           Agreement and of the rights and powers herein
                           granted, including (A) securing all consents and
                           approvals necessary or appropriate for the assignment
                           to or for the benefit of Agent of any Contractual
                           Obligation, including any License, held by such

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<PAGE>

                           Grantor and to enforce the security interests granted
                           hereunder; and (B) filing any financing or
                           continuation statements under the Code with respect
                           to the Liens granted hereunder or under any other
                           Loan Document as to those jurisdictions that are not
                           Uniform Commercial Code jurisdictions.

                  (ii)     Unless Agent shall otherwise consent in writing
                           (which consent may be revoked), such Grantor shall
                           deliver to Agent all Collateral consisting of
                           negotiable Documents, certificated securities,
                           Chattel Paper and Instruments (including Intercompany
                           Notes) (in each case, accompanied by stock powers,
                           allonges or other instruments of transfer executed in
                           blank) promptly after such Credit Party receives the
                           same. Upon acquiring any negotiable Documents,
                           certificated securities, Chattel Paper or Instruments
                           (including any Intercompany Notes), such Grantor will
                           provide prompt written notice thereof to Agent.

                  (iii)    Such Grantor shall, in accordance with the terms of
                           the Credit Agreement, obtain waivers or
                           subordinations of Liens from landlords, bailees and
                           mortgagees, and such Grantor shall in all instances
                           obtain signed acknowledgements of Agent's Liens from
                           bailees having possession of such Grantor's Goods
                           that they hold for the benefit of Agent.

                  (iv)     To the extent required by Agent, such Grantor shall
                           obtain authenticated control letters in form and
                           substance satisfactory to Agent from each issuer of
                           uncertificated securities, securities intermediary,
                           or commodities intermediary issuing or holding any
                           financial assets or commodities to or for such
                           Grantor. Agent shall not terminate such Grantor's
                           access to any such financial assets or commodities
                           except during the continuation of an Event of
                           Default.

                  (v)      As required by Section 6 of this Agreement, and in
                           accordance with Section 2.10 of the Credit Agreement,
                           such Grantor shall obtain a blocked account, lockbox
                           or similar agreement with each bank or financial
                           institution holding a Deposit Account for such
                           Grantor.

                  (vi)     If such Grantor is or becomes the beneficiary of a
                           letter of credit, such Grantor shall promptly, and in
                           any event within two (2) Business Days after becoming
                           a beneficiary, notify Agent thereof and enter into a
                           tri-party agreement with Agent and the issuer and/or
                           confirmation bank with respect to Letter-of-Credit
                           Rights assigning such Letter-of-Credit Rights to
                           Agent and directing all payments thereunder to the
                           Agent's account identified in Section 1.4 of the
                           Credit Agreement, all in form and substance
                           reasonably satisfactory to Agent.

                  (vii)    Such Grantor shall take all steps necessary to grant
                           Agent control of all electronic Chattel Paper in
                           accordance with the Code and all "transferable
                           records" as defined in each of the Uniform Electronic
                           Transactions Act and the Electronic Signatures in
                           Global and National Commerce Act.

                  (viii)   Such Grantor hereby irrevocably authorizes Agent at
                           any time and from time to time to file in any filing
                           office in any Uniform Commercial Code jurisdiction
                           any initial financing statements and amendments
                           thereto that (a) indicate the Collateral (i) as all
                           assets or personal property of such Grantor or words
                           of similar effect, regardless of whether any
                           particular asset comprised in the Collateral falls
                           within the scope of Article 9 of the Code or such
                           jurisdiction, or

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<PAGE>

                           (ii) as being of an equal or lesser scope or with
                           greater detail, and (b) contain any other information
                           required by part 5 of Article 9 of the Code for the
                           sufficiency or filing office acceptance of any
                           financing statement or amendment, including (i)
                           whether such Grantor is an organization, the type of
                           organization and any organization identification
                           number issued to such Grantor, and (ii) in the case
                           of a financing statement filed as a fixture filing or
                           indicating Collateral as as-extracted collateral or
                           timber to be cut, a sufficient description of real
                           property to which the Collateral relates. Such
                           Grantor agrees to furnish any such information to
                           Agent promptly upon request. Such Grantor also hereby
                           ratifies its authorization for Agent to have filed in
                           any Uniform Commercial Code jurisdiction any initial
                           financing statements or amendments thereto if filed
                           prior to the date hereof.

                  (ix)     Such Grantor shall promptly, and in any event within
                           two (2) Business Days after the same is acquired by
                           it, notify Agent of any Commercial Tort Claim (as
                           defined in the Code) acquired by it and unless
                           otherwise consented by Agent (which consent may be
                           revoked), such Grantor shall enter into a supplement
                           to this Agreement, granting to Agent a Lien in such
                           commercial tort claim.

         (b)      Maintenance of Records. Such Grantor shall keep and maintain,
                  at its own cost and expense, satisfactory and complete records
                  of the Collateral, including a record of any and all payments
                  received and any and all credits granted with respect to the
                  Collateral and all other dealings with the Collateral. Such
                  Grantor shall mark its books and records pertaining to the
                  Collateral to evidence this Agreement and the Liens granted
                  hereby. If any Grantor retains possession of any Chattel Paper
                  or Instruments (including Intercompany Notes) with Agent's
                  consent, such Chattel Paper and Instruments (including
                  Intercompany Notes) shall be marked with the following legend:
                  "This writing and the obligations evidenced or secured hereby
                  are subject to the security interest of General Electric
                  Capital Corporation, as Agent, for the benefit of Agent and
                  certain Lenders."

         (c)      Covenants Regarding Patent, Trademark and Copyright
                  Collateral.

                  (i)      Such Grantor shall notify Agent immediately if it
                           knows or has reason to know that any application or
                           registration relating to any Patent, Trademark or
                           Copyright (now or hereafter existing) may become
                           abandoned or dedicated, or of any adverse
                           determination or development (including the
                           institution of, or any such determination or
                           development in, any proceeding in the United States
                           Patent and Trademark Office, the United States
                           Copyright Office or any court) regarding such
                           Grantor's ownership of any Patent, Trademark or
                           Copyright, its right to register the same, or to keep
                           and maintain the same.

                  (ii)     In no event shall such Grantor, either directly or
                           through any agent, employee, licensee or designee,
                           file an application for the registration of any
                           Patent, Trademark or Copyright with the United States
                           Patent and Trademark Office, the United States
                           Copyright Office or any similar office or agency
                           without giving Agent prior written notice thereof,
                           and, upon request of Agent, such Grantor shall
                           execute and deliver any and all Patent Security
                           Agreements, Copyright Security Agreements or
                           Trademark Security Agreements as Agent may request to
                           evidence Agent's Lien on such Patent, Trademark or
                           Copyright, and the General Intangibles of such
                           Grantor relating thereto or represented thereby.

                                     - 8 -
<PAGE>

                  (iii)    Such Grantor shall take all actions necessary or
                           requested by Agent to maintain and pursue (and not
                           abandon) each application, to obtain the relevant
                           registration and to maintain the registration of each
                           of the Patents, Trademarks and Copyrights (now or
                           hereafter existing), including the filing of
                           applications for renewal, affidavits of use,
                           affidavits of noncontestability and opposition and
                           interference and cancellation proceedings, unless
                           such Grantor shall determine that such Patent,
                           Trademark or Copyright is not material to the conduct
                           of its business.

                  (iv)     In the event that any of the Patent, Trademark or
                           Copyright Collateral is infringed upon, or
                           misappropriated or diluted by a third party, each
                           Grantor shall comply with Section 5(a)(ix) of this
                           Agreement. Such Grantor shall, unless it shall
                           reasonably determine that such infringement,
                           misappropriation or dilution of Patent, Trademark or
                           Copyright Collateral is in no way material to the
                           conduct of its business or operations, promptly sue
                           for infringement, misappropriation or dilution and to
                           recover any and all damages for such infringement,
                           misappropriation or dilution, and shall take such
                           other actions as Agent shall deem appropriate under
                           the circumstances to protect such Patent, Trademark
                           or Copyright Collateral.

         (d)      Indemnification. In any suit, proceeding or action brought by
                  Agent or any Lender relating to any Collateral for any sum
                  owing with respect thereto or to enforce any rights or claims
                  with respect thereto, such Grantor will save, indemnify and
                  keep Agent and Lenders harmless from and against all expense
                  (including reasonable attorneys' fees and expenses), loss or
                  damage suffered by reason of any defense, set-off,
                  counterclaim, recoupment or reduction of liability whatsoever
                  of its Account Debtors or other Person obligated on the
                  Collateral, arising out of a breach by such Grantor of any
                  obligation thereunder or arising out of any other agreement,
                  indebtedness or liability at any time owing to, or in favor
                  of, such obligor or its successors from such Grantor, except
                  in the case of Agent or any Lender, to the extent such
                  expense, loss, or damage is attributable solely to the gross
                  negligence or willful misconduct of Agent or such Lender as
                  finally determined by a court of competent jurisdiction. All
                  such obligations of each Grantor shall be and remain
                  enforceable against and only against such Grantor and shall
                  not be enforceable against Agent or any Lender.

         (e)      Compliance with Terms of Accounts, etc. In all material
                  respects, such Grantor will perform and comply with all
                  obligations in respect of the Collateral and all other
                  agreements to which it is a party or by which it is bound
                  relating to the Collateral.

         (f)      Limitation on Liens on Collateral. Such Grantor will not
                  create, permit or suffer to exist, and will defend the
                  Collateral against, and take such other action as is necessary
                  to remove, any Lien on any of the Collateral except Permitted
                  Encumbrances, and will defend the right, title and interest of
                  Agent and Lenders in and to any of such Grantor's rights under
                  the Collateral against the claims and demands of all Persons
                  whomsoever, except claims pursuant to the Permitted
                  Encumbrances.

         (g)      Limitations on Disposition. Such Grantor will not sell,
                  license, lease, transfer or otherwise dispose of any of the
                  Collateral, or attempt or contract to do so except as
                  permitted by this Agreement or the Credit Agreement.

                                     - 9 -
<PAGE>

         (h)      Further Identification of Collateral. Such Grantor will, if so
                  requested by Agent, furnish to Agent, as often as Agent
                  requests, statements and schedules further identifying and
                  describing the Collateral and such other reports in connection
                  with the Collateral as Agent may request, all in such detail
                  as Agent may specify. Grantor shall promptly notify Agent in
                  writing upon acquiring any interest hereafter in property that
                  is of a type where a security interest or Lien must be or may
                  be registered, recorded or filed under, or notice thereof
                  given under, any federal statute or regulation and that is not
                  already covered by this Agreement.

         (i)      Notices. Such Grantor will advise Agent promptly, in
                  reasonable detail (i) of any Lien (other than Permitted
                  Encumbrances) or claim made or asserted against any of the
                  Collateral, and (ii) of the occurrence of any other event
                  which could reasonably be expected to have a Material Adverse
                  Effect on the aggregate value of the Collateral or on the
                  Liens created hereunder or under any other Loan Document.

         (j)      Good Standing Certificates. Not less frequently than twice
                  during each calendar year, such Grantor shall, unless Agent
                  shall otherwise consent (which consent may be revoked),
                  provide to Agent a certificate of good standing from its state
                  of incorporation or organization.

         (k)      Organizational/Collateral Location Changes; No
                  Reincorporation. Such Grantor will give Agent at least thirty
                  (30) days prior written notice of any change required to be
                  made to Schedule IIIA, Schedule IIIB, Schedule IIIC or
                  Schedule IIID. Without limiting the prohibitions on mergers
                  involving any Grantor as contained in the Credit Agreement,
                  none of the Grantors shall reincorporate or reorganize itself
                  under the laws of any jurisdiction other than the jurisdiction
                  in which it is incorporated or organized as of the date hereof
                  without the prior written consent of Agent.

         (l)      Terminations; Amendments Not Authorized. Such Grantor
                  acknowledges that it is not authorized to file any financing
                  statement or amendment or termination statement with respect
                  to any financing statement without the prior written consent
                  of Agent and agrees that it will not do so without the prior
                  written consent of Agent, subject to such Grantor's rights
                  under Section 9-509(d)(2) of the Code.

         (m)      Authorized Terminations. Agent will promptly deliver to such
                  Grantor for filing or authorize such Grantor to prepare and
                  file termination statements and releases in accordance with
                  Section 9.20 of the Credit Agreement.

6.       BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS

         Within the time periods specified in the Credit Agreement, each Grantor
         shall enter into a bank agency and control agreement ("Bank Agency and
         Control Agreement"), in a form specified by Agent, with each financial
         institution with which each Grantor maintains from time to time any
         Deposit Account. Each Bank Agency and Control Agreement shall provide,
         among other things, that (a) all items of payment deposited in each
         Deposit Account subject thereto shall be held by the applicable
         financial institution as Agent or bailee-in-possession for Agent, on
         behalf of itself and Lenders, (b) the financial institution executing
         such agreement has no rights of offset or recoupment of any other claim
         against any Deposit Account subject thereto, as the case may be, other
         than for payment of its services and other charges directly related to
         the administration of each such Deposit Account and for returned checks
         or other items of payment, and (c) to the extent provided below, the
         financial institution will transfer all amounts held or deposited from

                                     - 10 -
<PAGE>

         time to time in any such Deposit Account as Agent may so direct. Each
         Grantor hereby grants to Agent, for the benefit of Agent and Lenders, a
         continuing lien upon, and security interest in, all such accounts and
         all funds at any time paid, deposited, credited or held in such
         accounts (whether for collection, provisionally or otherwise) or
         otherwise in the possession of such financial institutions, and each
         such financial institution shall act as Agent's agent in connection
         therewith. No Grantor shall establish any Deposit Account with any
         financial institution unless prior thereto Agent and such Grantor shall
         have entered into a Bank Agency and Control Agreement satisfactory to
         Agent with such financial institution.

         To the extent requested by the Agent, each Grantor shall establish a
         lockbox account ("Lockbox Account") and blocked accounts (collectively,
         "Blocked Accounts") in such Grantor's name with such banks as are
         reasonably acceptable to Agent ("Collecting Banks"), subject to a Bank
         Agency and Control Agreement pursuant to which all Account Debtors
         shall directly remit all payments on Accounts and in which each Grantor
         will immediately deposit all cash payments constituting proceeds of
         Collateral in the identical form in which such payment was made,
         whether by cash or check. In addition, Agent, for the benefit of Agent
         and Lenders, may establish one or more depository accounts at each
         Collecting Bank or at a centrally located bank in the name of Agent or
         any one or more Grantors as customer (collectively, the "Concentration
         Accounts"). From and after receipt by any Collecting Bank of written
         notice from Agent to such Collecting Bank that an Event of Default has
         occurred and is continuing, all amounts held or deposited from time to
         time in the Blocked Accounts held by such Collecting Bank shall be
         transferred on a daily basis to Agent (as Agent may direct) or any of
         the Concentration Accounts; provided, that whether or not an Event of
         Default is continuing all accounts credited to the Lockbox Account
         shall be transferred to Agent's account on a daily basis. Subject to
         the foregoing, each Grantor hereby agrees that all payments received by
         Agent or any Lender whether by cash, check, wire transfer or any other
         instrument, made to such Blocked Accounts, Lockbox Account or
         Concentration Accounts or otherwise received by Agent or any Lender and
         whether on the Accounts or as proceeds of other Collateral or otherwise
         will be the sole and exclusive property of Lenders. Each Grantor, and
         any of its Affiliates, employees, agents and other Persons acting for
         or in concert with such Grantor shall, acting as trustee for Agent and
         Lenders, receive, as the sole and exclusive property of Lenders, any
         moneys, checks, notes, drafts or other payments relating to and/or
         constituting proceeds of Accounts or other Collateral which come into
         the possession or under the control of such Grantor or any Affiliates,
         employees, agent, or other Persons acting for or in concert with such
         Grantor, and immediately upon receipt thereof, such Grantor or such
         Persons shall deposit the same or cause the same to be deposited in
         kind, in a Blocked Account or other account subject to a Bank Agency
         and Control Agreement.

         If at any time a Collecting Bank is obligated to transfer to Agent or
         any Concentration Account all amounts held or deposited in the Blocked
         Accounts held by such Collecting Bank, no Grantor shall, and no Grantor
         shall permit any Subsidiary to, accumulate or maintain cash in any
         disbursement or payroll account, as of any date, in an amount in excess
         of checks outstanding against such account as of such date and amounts
         necessary to meet minimum balance requirements.

         Each Grantor shall close each of its deposit accounts (and promptly
         establish replacement deposit accounts with a financial institution
         which has executed, or is willing to execute, a Bank Agency and Control
         Agreement) maintained with any financial institution which is the
         subject of a notice from Agent that the creditworthiness of such
         financial institution or any of its affiliates is no longer acceptable
         to Agent, or that the operating performance, funds transfer or
         availability procedures or performance with respect to any Bank Agency
         and Control Agreement of such financial institution is no longer
         acceptable in Agent's reasonable judgment.

                                     - 11 -
<PAGE>

7.       AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT

         On the Closing Date each Grantor shall execute and deliver to Agent a
         power of attorney (the "Power of Attorney") substantially in the form
         attached hereto as Exhibit A. The power of attorney granted pursuant to
         the Power of Attorney is a power coupled with an interest and shall be
         irrevocable until the Termination Date. The powers conferred on Agent,
         for the benefit of Agent and Lenders, under the Power of Attorney are
         solely to protect Agent's interests (for the benefit of Agent and
         Lenders) in the Collateral and shall not impose any duty upon Agent or
         any Lender to exercise any such powers. Agent agrees that (a) except
         for the powers granted in clause (h) of the Power of Attorney, it shall
         not exercise any power or authority granted under the Power of Attorney
         unless an Event of Default has occurred and is continuing, and (b)
         Agent shall account for any moneys received by Agent in respect of any
         foreclosure on or disposition of Collateral pursuant to the Power of
         Attorney provided that none of Agent nor any Lender shall have any duty
         as to any Collateral, and Agent and Lenders shall be accountable only
         for amounts they actually receive as a result of the exercise of such
         powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES,
         OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE
         RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY
         POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
         ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
         AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY
         PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

8.       REMEDIES: RIGHTS UPON DEFAULT

         (a)      In addition to all other rights and remedies granted to it
                  under this Agreement, the Credit Agreement, the other Loan
                  Documents and under any other instrument or agreement
                  securing, evidencing or relating to any of the Obligations, if
                  any Event of Default shall have occurred and be continuing,
                  Agent may exercise all rights and remedies of a secured party
                  under the Code. Without limiting the generality of the
                  foregoing, each Grantor expressly agrees that in any such
                  event Agent, without demand of performance or other demand,
                  advertisement or notice of any kind (except the notice
                  specified below of time and place of public or private sale)
                  to or upon any Grantor or any other Person (all and each of
                  which demands, advertisements and notices are hereby expressly
                  waived to the maximum extent permitted by the Code and other
                  applicable law), may forthwith (personally or through its
                  agents) enter upon the premises where any Collateral is
                  located through self-help, without judicial process, without
                  first obtaining a final judgment or giving any Grantor or any
                  other Person notice and opportunity for a hearing on Agent's
                  claim or action and may take possession of, collect, receive,
                  assemble, process, appropriate, remove and realize upon the
                  Collateral, or any part thereof, and may forthwith sell,
                  lease, license, assign, give an option or options to purchase,
                  or sell or otherwise dispose of and deliver said Collateral
                  (or contract to do so), or any part thereof, in one or more
                  parcels at a public or private sale or sales, at any exchange
                  at such prices as it may deem acceptable, for cash or on
                  credit or for future delivery without assumption of any credit
                  risk. Agent or any Lender shall have the right upon any such
                  public sale or sales and, to the extent permitted by law, upon
                  any such private sale or sales, to purchase for the benefit of
                  Agent and Lenders, the whole or any part of said Collateral so
                  sold, free of any right or equity of redemption, which equity
                  of redemption each Grantor hereby releases. Such sales may be
                  adjourned and continued from time to time with or without
                  notice. Agent shall have the right to conduct such sales on
                  each Grantor's premises or

                                     - 12 -
<PAGE>

                  elsewhere and shall have the right to use each Grantor's
                  premises without charge for such time or times as Agent deems
                  necessary or advisable.

                  If any Event of Default shall have occurred and be continuing,
                  each Grantor further agrees, at Agent's request, to assemble
                  the Collateral and make it available to Agent at a place or
                  places designated by Agent which are reasonably convenient to
                  Agent and such Grantor, whether at such Grantor's premises or
                  elsewhere. Without limiting the foregoing, Agent shall also
                  have the right to require that each Grantor store and keep any
                  Collateral pending further action by Agent, and while
                  Collateral is so stored or kept, provide such guards and
                  maintenance services as shall be necessary to protect the same
                  and to preserve and maintain Collateral in good condition.
                  Until Agent is able to effect a sale, lease, license or other
                  disposition of Collateral, Agent shall have the right to hold
                  or use Collateral, or any part thereof, to the extent that it
                  deems appropriate for the purpose of preserving Collateral or
                  its value or for any other purpose deemed appropriate by
                  Agent. Agent shall not have any obligation to any Grantor to
                  maintain or preserve the rights of any Grantor as against
                  third parties with respect to Collateral while Collateral is
                  in the possession of Agent. Agent may, if it so elects, seek
                  the appointment of a receiver or keeper to take possession of
                  Collateral and to enforce any of Agent's remedies (for the
                  benefit of Agent and Lenders), with respect to such
                  appointment without prior notice or hearing as to such
                  appointment. Agent shall apply the net proceeds of any such
                  collection, recovery, receipt, appropriation, realization or
                  sale to the Obligations as provided in the Credit Agreement,
                  and only after so paying over such net proceeds, and after the
                  payment by Agent of any other amount required by any provision
                  of law, need Agent account for the surplus, if any, to any
                  Grantor. To the maximum extent permitted by applicable law,
                  each Grantor waives all claims, damages, and demands against
                  Agent or any Lender arising out of the repossession, retention
                  or sale of the Collateral except such as arise solely out of
                  the gross negligence or willful misconduct of Agent or such
                  Lender as finally determined by a court of competent
                  jurisdiction. Each Grantor agrees that ten (10) days prior
                  notice by Agent of the time and place of any public sale or of
                  the time after which a private sale may take place is
                  reasonable notification of such matters. Notwithstanding any
                  such notice of sale, Agent shall not be obligated to make any
                  sale of Collateral. In connection with any sale, lease,
                  license or other disposition of Collateral, Agent may disclaim
                  any warranties that might arise in connection therewith and
                  Agent shall have no obligation to provide any warranties at
                  such time. Each Grantor shall remain liable for any deficiency
                  if the proceeds of any sale or disposition of the Collateral
                  are insufficient to pay all Obligations, including any
                  attorneys' fees or other expenses incurred by Agent or any
                  Lender to collect such deficiency.

         (b)      Except as otherwise specifically provided herein, each Grantor
                  hereby waives presentment, demand, protest or any notice (to
                  the maximum extent permitted by applicable law) of any kind in
                  connection with this Agreement or any Collateral.

         (c)      To the extent that applicable law imposes duties on Agent to
                  exercise remedies in a commercially reasonable manner, each
                  Grantor acknowledges and agrees that it is not commercially
                  unreasonable for Agent (i) to fail to incur expenses
                  reasonably deemed significant by Agent to prepare Collateral
                  for disposition or otherwise to complete raw material or work
                  in process into finished goods or other finished products for
                  disposition, (ii) if not required by other law, to fail to
                  obtain governmental or third party consents for the collection
                  or disposition of Collateral to be collected or disposed of,
                  (iii) to fail to exercise collection remedies against Account
                  Debtors or other Persons obligated on Collateral or to remove
                  Liens on or any adverse claims against Collateral, (iv) to
                  exercise

                                     - 13 -
<PAGE>

                  collection remedies against Account Debtors and other Persons
                  obligated on Collateral directly or through the use of
                  collection agencies and other collection specialists, (v) to
                  advertise dispositions of Collateral through publications or
                  media of general circulation, whether or not the Collateral is
                  of a specialized nature, (vi) to contact other Persons,
                  whether or not in the same business as any Grantor, for
                  expressions of interest in acquiring all or any portion of
                  such Collateral, (vii) to hire one or more professional
                  auctioneers to assist in the disposition of Collateral,
                  whether or not the Collateral is of a specialized nature,
                  (viii) to dispose of Collateral by utilizing internet sites
                  that provide for the auction of assets of the types included
                  in the Collateral or that have the reasonable capacity of
                  doing so, or that match buyers and sellers of assets, (ix) to
                  dispose of assets in wholesale rather than retail markets, (x)
                  to disclaim disposition warranties, such as title, possession
                  or quiet enjoyment, (xi) to purchase insurance or credit
                  enhancements to insure Agent against risks of loss, collection
                  or disposition of Collateral or to provide to Agent a
                  guaranteed return from the collection or disposition of
                  Collateral, or (xii) to the extent deemed appropriate by
                  Agent, to obtain the services of other brokers, investment
                  bankers, consultants and other professionals to assist Agent
                  in the collection or disposition of any of the Collateral.
                  Each Grantor acknowledges that the purpose of this Section
                  8(c) is to provide non-exhaustive indications of what actions
                  or omissions by Agent would be commercially reasonable in
                  Agent's exercise of remedies against the Collateral and that
                  other actions or omissions by Agent shall not be deemed
                  commercially unreasonable solely on account of not being
                  indicated in this Section 8(c). Without limitation upon the
                  foregoing, nothing contained in this Section 8(c) shall be
                  construed to grant any rights to any Grantor or to impose any
                  duties on Agent that would not have been granted or imposed by
                  this Agreement or by applicable law in the absence of this
                  Section 8(c).

         (d)      Neither Agent nor any Lender shall be required to make any
                  demand upon, or pursue or exhaust any of their rights or
                  remedies against, any Grantor, any other obligor, guarantor,
                  pledgor or any other Person with respect to the payment of the
                  Obligations or to pursue or exhaust any of their rights or
                  remedies with respect to any Collateral therefor or any direct
                  or indirect guarantee thereof. Neither Agent nor any Lender
                  shall be required to marshal the Collateral or any guarantee
                  of the Obligations or to resort to the Collateral or any such
                  guarantee in any particular order, and all of its and their
                  rights hereunder or under any other Loan Document shall be
                  cumulative. To the extent it may lawfully do so, each Grantor
                  absolutely and irrevocably waives and relinquishes the benefit
                  and advantage of, and covenants not to assert against Agent or
                  any Lender, any valuation, stay, appraisement, extension,
                  redemption or similar laws and any and all rights or defenses
                  it may have as a surety now or hereafter existing which, but
                  for this provision, might be applicable to the sale of any
                  Collateral made under the judgment, order or decree of any
                  court, or privately under the power of sale conferred by this
                  Agreement, or otherwise.

9.       GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL

         For the purpose of enabling Agent to exercise rights and remedies under
         Section 8 hereof (including, without limiting the terms of Section 8
         hereof, in order to take possession of, hold, preserve, process,
         assemble, prepare for sale, market for sale, sell or otherwise dispose
         of Collateral) at such time as Agent shall be lawfully entitled to
         exercise such rights and remedies, each Grantor hereby grants to Agent,
         for the benefit of Agent and Lenders, an irrevocable, nonexclusive
         license (exercisable without payment of royalty or other compensation
         to such Grantor) to use, license or sublicense any Intellectual
         Property now owned or hereafter acquired

                                     - 14 -
<PAGE>

         by such Grantor, and wherever the same may be located, and including in
         such license access to all media in which any of the licensed items may
         be recorded or stored and to all computer software and programs used
         for the compilation or printout thereof and an irrevocable license
         (exercisable without payment of rent or other compensation to such
         Grantor) to use and occupy all real estate owned or leased by such
         Grantor; provided, however, that if and to the extent that the grant of
         license to Agent would result in a violation of any agreements relating
         to the Intellectual Property or the real estate or cause any such
         agreement to be void or voidable, the license granted hereunder shall
         be deemed limited to only such license or rights as Grantors may be
         authorized to give without consent under such agreements without
         breaching or voiding such agreements.

10.      LIMITATION ON AGENT'S AND LENDERS' DUTY IN RESPECT OF COLLATERAL

         Agent and each Lender shall use reasonable care with respect to the
         Collateral in its possession or under its control. Neither Agent nor
         any Lender shall have any other duty as to any Collateral in its
         possession or control or in the possession or control of any agent or
         nominee of Agent or such Lender, or any income thereon or as to the
         preservation of rights against prior parties or any other rights
         pertaining thereto. Agent shall not be liable or responsible for any
         loss or damage to any of the Collateral, or for any diminution in the
         value thereof, by reason of the act or omission of any warehousemen,
         carrier, forwarding agency, consignee or other agent or bailee selected
         by Agent in good faith.

11.      REINSTATEMENT

         This Agreement shall remain in full force and effect and continue to be
         effective should any petition be filed by or against any Grantor for
         liquidation or reorganization, should any Grantor become insolvent or
         make an assignment for the benefit of any creditor or creditors or
         should a receiver or trustee be appointed for all or any significant
         part of any Grantor's assets, and shall continue to be effective or be
         reinstated, as the case may be, if at any time payment and performance
         of the Obligations, or any part thereof, is, pursuant to applicable
         law, rescinded or reduced in amount, or must otherwise be restored or
         returned by any obligee of the Obligations, whether as a "voidable
         preference," "fraudulent conveyance," or otherwise, all as though such
         payment or performance had not been made. In the event that any
         payment, or any part thereof, is rescinded, reduced, restored or
         returned, the Obligations shall be reinstated and deemed reduced only
         by such amount paid and not so rescinded, reduced, restored or
         returned.

12.      SURETYSHIP WAIVERS BY GRANTOR; OBLIGATIONS ABSOLUTE

         (a)      Except as expressly provided herein, each Grantor waives
                  demand, notice, protest, notice of acceptance of this
                  Agreement, notice of loans made, credit extended, collateral
                  received or delivered or other action taken in reliance hereon
                  and all other demands and notices of any description thereof,
                  all in such manner and at such time or times as Agent may deem
                  advisable. Agent shall have no duty as to the collection or
                  protection of the Collateral or any income thereon, nor as to
                  the preservation of rights against prior parties, nor as to
                  the preservation of any rights pertaining thereto beyond the
                  safe custody thereof.

         (b)      All rights of Agent hereunder, the Security Interests and all
                  obligations of each Grantor hereunder shall be absolute and
                  unconditional irrespective of (a) any lack of validity or
                  enforceability of the Credit Agreement, any other Loan
                  Document, any agreement with respect to any of the Obligations
                  or any other agreement or instrument relating to any of the
                  foregoing, (b) any change in the time, manner or place of
                  payment of, or in any other

                                     - 15 -
<PAGE>

                  term of, all or any of the Obligations, or any other amendment
                  or waiver of or any consent to any departure from the Credit
                  Agreement, any other Loan Document, or any other agreement or
                  instrument, (c) any exchange, release or non-perfection of any
                  Lien on other collateral, or any release or amendment or
                  waiver of or consent under or departure from or any acceptance
                  of partial payment thereon and or settlement, compromise or
                  adjustment of any Obligation or of any guarantee, securing or
                  guaranteeing all or any of the Obligations, or (d) any other
                  circumstance that might otherwise constitute a defense
                  available to, or a discharge of, such Grantor in respect of
                  the Obligations or this Agreement.

13.      EXPENSES AND ATTORNEY'S FEES

         Without limiting any Grantor's obligations under the Credit Agreement
         or the other Loan Documents, Grantors agree, jointly and severally, to
         promptly pay all fees, costs and expenses (including reasonable
         attorneys' fees and expenses and allocated costs of internal legal
         staff) incurred in connection with (a) protecting, storing,
         warehousing, appraising, insuring, handling, maintaining and shipping
         the Collateral, (b) creating, perfecting, maintaining and enforcing
         Agent's Liens and (c) collecting, enforcing, retaking, holding,
         preparing for disposition, processing and disposing of Collateral.

14.      NOTICES

         Any notice or other communication required shall be in writing
         addressed to the respective party as set forth below and may be
         personally served, telecopied, sent by overnight courier service or
         U.S. mail and shall be deemed to have been given: (a) if delivered in
         person, when delivered; (b) if delivered by fax, on the date of
         transmission if transmitted on a Business Day before 4:00 p.m. New York
         Time; (c) if delivered by overnight courier, one (1) Business Day after
         delivery to the courier properly addressed; or (d) if delivered by U.S.
         mail, four (4) Business Days after deposit with postage prepaid and
         properly addressed.

         Notices shall be addressed as follows:

           If to any Grantor:           c/oTELEX COMMUNICATIONS, INC.
                                        12000 Portland Avenue South
                                        Burnsville, Minnesota 55337
                                        Attn: President and CEO
                                        Fax No.: (952)886-3773

           With a copy to:              STROOCK & STROOCK & LAVAN LLP
                                        180 Maiden Lane
                                        New York, New York  10038-4982
                                        Attn: Melvin Epstein, Esq.
                                        Fax: (212) 806-8006

           If to Agent or GE Capital:   GENERAL ELECTRIC CAPITAL CORPORATION
                                        335 Madison Avenue
                                        12th Floor
                                        New York, New York  10017
                                        Attn: Telex Communications, Inc. Account
                                              Officer
                                        Fax: (212) 370-8088

                                     - 16 -
<PAGE>
           With a copy to:              GENERAL ELECTRIC CAPITAL CORPORATION
                                        201 High Ridge Road
                                        Stamford, Connecticut  06927-5100
                                        Attn: Corporate Counsel
                                        Corporate Financial Services - Global
                                        Sponsor Finance
                                        Fax: (203) 316-7899

           And:                         GENERAL ELECTRIC CAPITAL CORPORATION
                                        500 West Monroe Street
                                        Chicago, Illinois 60661
                                        Attn: Corporate Counsel
                                        Corporate Financial Services - Global
                                        Sponsor Finance
                                        Fax: (312) 441-6876

15.      SEVERABILITY

         The invalidity, illegality, or unenforceability in any jurisdiction of
         any provision under the Loan Documents shall not affect or impair the
         remaining provisions in the Loan Documents.

16.      NO WAIVER; CUMULATIVE REMEDIES

         Neither Agent nor any Lender shall by any act, delay, omission or
         otherwise be deemed to have waived any of its rights or remedies
         hereunder, and no waiver shall be valid unless in writing, signed by
         Agent and then only to the extent therein set forth. A waiver by Agent
         of any right or remedy hereunder on any one occasion shall not be
         construed as a bar to any right or remedy which Agent would otherwise
         have had on any future occasion. No failure to exercise nor any delay
         in exercising on the part of Agent or any Lender, any right, power or
         privilege hereunder, shall operate as a waiver thereof, nor shall any
         single or partial exercise of any right, power or privilege hereunder
         preclude any other or future exercise thereof or the exercise of any
         other right, power or privilege. The rights and remedies hereunder
         provided are cumulative and may be exercised singly or concurrently,
         and are not exclusive of any rights and remedies provided by law. None
         of the terms or provisions of this Agreement may be waived, altered,
         modified or amended except by an instrument in writing, duly executed
         by Agent and each Grantor.

17.      LIMITATION BY LAW

         All rights, remedies and powers provided in this Agreement may be
         exercised only to the extent that the exercise thereof does not violate
         any applicable provision of law, and all the provisions of this
         Agreement are intended to be subject to all applicable mandatory
         provisions of law that may be controlling and to be limited to the
         extent necessary so that they shall not render this Agreement invalid,
         unenforceable, in whole or in part, or not entitled to be recorded,
         registered or filed under the provisions of any applicable law.

18.      TERMINATION OF THIS AGREEMENT

         Subject to Section 11 hereof, this Agreement shall terminate upon the
         Termination Date. Following the termination of this agreement, Agent
         shall, upon reasonable request, and at the sole cost and expense of
         Grantors, execute such termination statements and other releases (in
         form and substance reasonably satisfactory to Agent) with respect to
         security granted hereunder, and Agent shall at such time transfer any
         Instrument or Chattel Paper or other item of Collateral delivered to
         the Agent hereunder to the Grantors, without recourse and without
         representation of warranty.

                                     - 17 -
<PAGE>

19.      SUCCESSORS AND ASSIGNS

         This Agreement and all obligations of each Grantor hereunder shall be
         binding upon the successors and permitted assigns of such Grantor
         (including any debtor-in-possession on behalf of such Grantor) and
         shall, together with the rights and remedies of Agent, for the benefit
         of Agent and Lenders, hereunder, inure to the benefit of Agent and
         Lenders, all future holders of any instrument evidencing any of the
         Obligations and their respective successors and permitted assigns
         except that Grantors may not assign any of their rights or obligations
         hereunder without the written consent of all Lenders which assignment
         without such consent shall be void. No sales of participations, other
         sales, assignments, transfers or other dispositions of any agreement
         governing or instrument evidencing the Obligations or any portion
         thereof or interest therein shall in any manner impair the Lien granted
         to Agent, for the benefit of Agent and Lenders, hereunder.

20.      COUNTERPARTS

         This Agreement and any amendments, waivers, consents or supplements may
         be executed in any number of counterparts and by different parties
         hereto in separate counterparts, each of which when so executed and
         delivered shall be deemed an original, but all of which counterparts
         together shall constitute but one in the same instrument. This
         Agreement shall become effective upon the execution of a counterpart
         hereof by each of the parties hereto.

21.      GOVERNING LAW

         (a)      THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
                  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
                  ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
                  WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE
                  DEEMED NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
                  OBLIGATIONS LAW.

         (b)      EACH GRANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE
                  OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW
                  YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION,
                  ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
                  AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN
                  SUCH COURTS. EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS TO
                  THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
                  DEFENSE OF FORUM NON CONVENIENS. EACH GRANTOR HEREBY WAIVES
                  PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL
                  SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH GRANTOR BY
                  CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
                  ADDRESSED TO SUCH GRANTOR, AT THE ADDRESS SET FORTH IN THIS
                  AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS
                  AFTER THE SAME HAS BEEN POSTED. IN ANY LITIGATION, TRIAL,
                  ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO
                  THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ALL THEN
                  CURRENT DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF GRANTORS,
                  CREDIT PARTIES OR ANY OF THEIR RESPECTIVE SUBSIDIARIES SHALL
                  BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF GRANTORS OR
                  SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR
                  COURT RULES REGARDING THE

                                     - 18 -
<PAGE>

                  PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A
                  DEPOSITION, AT TRIAL OR OTHERWISE). GRANTORS AND CREDIT
                  PARTIES AGREE THAT AGENT'S OR ANY LENDER'S COUNSEL IN ANY SUCH
                  DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF THESE
                  INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY
                  DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT
                  PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION. GRANTORS AND
                  CREDIT PARTIES IN ANY EVENT WILL USE ALL COMMERCIALLY
                  REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
                  PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT
                  OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE,
                  ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL
                  AND RELATING TO THE DISPUTE.

22.      WAIVER OF JURY TRIAL

         EACH GRANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
         CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT
         AND THE OTHER LOAN DOCUMENTS. EACH GRANTOR ACKNOWLEDGES THAT THIS
         WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
         AND THAT AGENT HAS RELIED ON THE WAIVER IN ENTERING INTO THIS SECURITY
         AGREEMENT AND THE OTHER LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE
         WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH GRANTOR WARRANTS AND
         REPRESENTS THAT SUCH GRANTOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS
         JURY WAIVER WITH LEGAL COUNSEL, AND THAT SUCH GRANTOR KNOWINGLY AND
         VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

23.      HEADINGS

         Section and subsection headings are included herein for convenience of
         reference only and shall not constitute a part of this Agreement for
         any other purposes or be given substantive effect.

24.      NO STRICT CONSTRUCTION

         The parties hereto have participated jointly in the negotiation and
         drafting of this Agreement. In the event an ambiguity or question of
         intent or interpretation arises, this Agreement shall be construed as
         if drafted jointly by the parties hereto and no presumption or burden
         of proof shall arise favoring or disfavoring any party by virtue of the
         authorship of any provisions of this Agreement.

25.      ADVICE OF COUNSEL

         Each of the parties represents to each other party hereto that it has
         discussed this Agreement and, specifically, the provisions of Section
         21 and Section 22, with its counsel.

26.      BENEFIT OF LENDERS

         All Liens granted or contemplated hereby shall be for the benefit of
         Agent and Lenders, and all proceeds or payments realized from
         Collateral in accordance herewith shall be applied to the Obligations
         in accordance with the terms of the Credit Agreement.

                                     - 19 -
<PAGE>

27.      INTERCREDITOR AGREEMENT

         The security interest of Agent in favor of Lenders granted hereunder
         and the rights of such parties in respect thereof shall be subject to
         and entitled to the benefits of the terms of the Intercreditor
         Agreement referred to in clause (i) of the definition of "Intercreditor
         Agreements" and Section 12.02 of the Senior Notes Indenture.

                            [SIGNATURE PAGE FOLLOWS]

                                     - 20 -
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.

                                      TELEX COMMUNICATIONS, INC.,
                                      AS A GRANTOR

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      TELEX COMMUNICATIONS HOLDINGS, INC.,
                                      AS A GRANTOR

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      TELEX COMMUNICATIONS INTERMEDIATE
                                      HOLDINGS, LLC,
                                      AS A GRANTOR

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      TELEX COMMUNICATIONS INTERNATIONAL, LTD.,
                                      AS A GRANTOR

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      AS AGENT

                                      By: __________________________________
                                          Name: ____________________________
                                          Title: ___________________________

                   SIGNATURE PAGE TO TELEX SECURITY AGREEMENT
<PAGE>

                                    EXHIBIT A

                                POWER OF ATTORNEY

         This Power of Attorney is executed and delivered by each of Telex
Communications, Inc., Telex Communications Holdings, Inc., Telex Communications
Intermediate Holdings, LLC and Telex Communications International, Ltd.
(referred to herein individually as "Grantor" and collectively as "Grantors") to
General Electric Capital Corporation, a Delaware corporation (hereinafter
referred to as "Attorney"), as Agent for the benefit of Agent and Lenders, under
a Credit Agreement and a Security Agreement, both dated as of November 19, 2003,
and other related documents (the "Loan Documents"). No person to whom this Power
of Attorney is presented, as authority for Attorney to take any action or
actions contemplated hereby, shall be required to inquire into or seek
confirmation from any Grantor as to the authority of Attorney to take any action
described below, or as to the existence of or fulfillment of any condition to
this Power of Attorney, which is intended to grant to Attorney unconditionally
the authority to take and perform the actions contemplated herein, and each
Grantor irrevocably waives any right to commence any suit or action, in law or
equity, against any person or entity which acts in reliance upon or acknowledges
the authority granted under this Power of Attorney. The power of attorney
granted hereby is coupled with an interest, and may not be revoked or canceled
by any Grantor without Attorney's written consent.

         Each Grantor hereby irrevocably constitutes and appoints Attorney (and
all officers, employees or agents designated by Attorney), with full power of
substitution, as such Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in
the name of such Grantor or in its own name, from time to time in Attorney's
discretion, to take any and all appropriate action and to execute and deliver
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of the Loan Documents upon the occurrence and during the
continuance of an Event of Default as defined and described in the Loan
Documents. Without limiting the generality of the foregoing, each Grantor hereby
grants to Attorney the power and right, on behalf of such Grantor, without
notice to or assent by any Grantor, and at any time, to do the following upon
the occurrence and during the continuance of an Event of Default: (a) change the
mailing address of such Grantor, open a post office box on behalf of such
Grantor, open mail for such Grantor, and ask, demand, collect, give acquittances
and receipts for, take possession of, endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, and notices in connection with any property of such
Grantor; (b) effect any repairs to any asset of such Grantor, or continue or
obtain any insurance and pay all or any part of the premiums therefor and costs
thereof, and make, settle and adjust all claims under such policies of
insurance, and make all determinations and decisions with respect to such
policies; (c) pay or discharge any taxes, liens, security interests, or other
encumbrances levied or placed on or threatened against such Grantor or its
property; (d) defend any suit, action or proceeding brought against such Grantor
if such Grantor does not defend such suit, action or proceeding or if Attorney
believes that such Grantor is not pursuing such defense in a manner that will
maximize the recovery to Attorney, and settle, compromise or adjust any suit,
action, or proceeding described above and, in connection therewith, give such
discharges or releases as Attorney may deem appropriate; (e) file or prosecute
any claim, litigation, suit or proceeding in any court of competent jurisdiction
or before any arbitrator, or take any other action otherwise deemed appropriate
by Attorney for the purpose of collecting any and all such moneys due to such
Grantor whenever payable and to enforce any other right in respect of such
Grantor's property; (f) cause the certified public accountants then engaged by
such Grantor to prepare and deliver to Attorney at any time and from time to
time, promptly upon Attorney's request, the following reports: (1) a
reconciliation of all accounts, (2) an aging of all accounts, (3) trial
balances, (4) test verifications of such accounts as Attorney may request, and
(5) the results of each physical verification of inventory; (g) communicate in
its own name with any party to any Contract with regard to the assignment of the
right, title and interest of such Grantor in and

                                       A-1
<PAGE>

under the Contracts and other matters relating thereto; (h) to file such
financing statements with respect to the Security Agreement, with or without
such Grantor's signature, or to file a photocopy of the Security Agreement in
substitution for a financing statement, as Agent may deem appropriate and to
execute in such Grantor's name such financing statements and amendments thereto
and continuation statements which may require such Grantor's signature; (i)
execute, in connection with any sale provided for in any Loan Document, any
endorsements, assignments or other instruments of conveyance or transfer with
respect to any collateral subject to the Loan Documents and to otherwise direct
such sale or resale; (j) exercise the rights of such Grantor with respect to the
obligation of all account debtors to make payment or otherwise render
performance to such Grantor; (k) exercise the rights of such Grantor to, and
take any and all actions that Attorney deems appropriate to realize the benefit
of, any intellectual property; and (l) assert any claims such Grantor may have,
from time to time, against any other party to any contract to which such Grantor
is a party and to otherwise exercise any right or remedy of such Grantor
thereunder, all as though Attorney were the absolute owner of the property of
such Grantor for all purposes, and to do, at Attorney's option and such
Grantor's expense, at any time or from time to time, all acts and other things
that Attorney reasonably deems necessary to perfect, preserve, or realize upon
such Grantor's property or assets and Attorney's Liens thereon, all as fully and
effectively as such Grantor might do. Each Grantor hereby ratifies, to the
extent permitted by law, all that said Attorney shall lawfully do or cause to be
done by virtue hereof.

                                      A-2

<PAGE>

         IN WITNESS WHEREOF, this Power of Attorney is executed by each Grantor
pursuant to the authority of its board of directors on this _____ day of
November, 2003.

                           TELEX COMMUNICATIONS, INC.

                           By: ______________________________________________
                               Name:
                               Title

                           TELEX COMMUNICATIONS HOLDINGS, INC.

                           By: ______________________________________________
                               Name:
                               Title

                           TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, INC.

                           By: ______________________________________________
                               Name:
                               Title

                           TELEX COMMUNICATIONS INTERNATIONAL, LTD.

                           By: ______________________________________________
                               Name:
                               Title

<PAGE>

                            NOTARY PUBLIC CERTIFICATE

         On this _____ day of ______________, 2003, ________ who is personally
known to me appeared before me in his/her capacity as the ________ of Telex
Communications, Inc. and executed on behalf of Telex Communications, Inc. the
Power of Attorney in favor of General Electric Capital Corporation to which this
Certificate is attached.

                                                        ________________________
                                                        Notary Public

<PAGE>

                            NOTARY PUBLIC CERTIFICATE

         On this _____ day of ______________, 2003, __________ who is personally
known to me appeared before me in his/her capacity as the ____________ of Telex
Communications Holdings, Inc. and executed on behalf of Telex Communications
Holdings, Inc. the Power of Attorney in favor of General Electric Capital
Corporation to which this Certificate is attached.

                                                        ________________________
                                                        Notary Public

<PAGE>

                            NOTARY PUBLIC CERTIFICATE

         On this _____ day of ______________, 2003, __________ who is personally
known to me appeared before me in his/her capacity as the ___________ of Telex
Communications Intermediate Holdings, LLC and executed on behalf of Telex
Communications Intermediate Holdings, LLC the Power of Attorney in favor of
General Electric Capital Corporation to which this Certificate is attached.

                                                        ________________________
                                                        Notary Public

<PAGE>

                            NOTARY PUBLIC CERTIFICATE

         On this _____ day of ______________, 2003, __________ who is personally
known to me appeared before me in his/her capacity as the ___________ of Telex
Communications International, Ltd. and executed on behalf of Telex
Communications International, Ltd. the Power of Attorney in favor of General
Electric Capital Corporation to which this Certificate is attached.

                                                        ________________________
                                                        Notary Public