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                                                          EXHIBIT 4.12

                          COMPANY SECURITY AGREEMENT

          SECURITY AGREEMENT, dated as of December 11, 1997, made by RBX
CORPORATION, a Delaware corporation (the "Company"), in favor of STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (in such
capacity, the "Trustee") for the holders of the Notes (as hereinafter defined)
(the "Noteholders"), pursuant to the Indenture, dated as of December 11, 1997
(as amended, supplemented or otherwise modified from time to time, the
"Indenture"), among the Company, Groendyk Manufacturing Company, Inc.,
Hoover-Hanes Rubber Custom Mixing Corp., Midwest Rubber Custom Mixing Corp.,
OleTex Inc., Rubatex Corporation, Universal Polymer & Rubber Inc., Universal
Rubber Company and Waltex Corporation, as guarantors (the "Subsidiary
Guarantors"), and the Trustee.

                                  WITNESSETH
                                  ----------

          WHEREAS, the Company will issue 12% Senior Secured Notes due 2003 in
the aggregate principal amount of $100,000,000 (the "Notes") pursuant to the
Indenture; and

          WHEREAS, it is a requirement of the Indenture that the Company shall
have executed and delivered this Security Agreement to the Trustee for the
benefit of the Trustee and the Noteholders.

          NOW, THEREFORE, in consideration of the premises, the Company hereby
agrees with the Trustee, for the benefit of the Trustee and the Noteholders,
as follows:

          1.     Defined Terms.

          1.1     Definitions.

                (a)     Unless otherwise defined herein, terms defined in the
     Indenture and used herein shall have the meanings given to them in the
     Indenture, and the following terms which are defined in the Uniform
     Commercial Code in effect in the State of New York on the date hereof are
     used herein as so defined:  Accounts, Chattel Paper, Documents,
     Equipment, General Intangibles, Instruments, Inventory and Proceeds.

                (b)     The following terms shall have the following meanings:

                "Agreement":  this Security Agreement, as the same may be
     amended, modified or otherwise supplemented from time to time.

                "Closing Date":  the date of the Indenture.

                "Code":  the Uniform Commercial Code in effect from time to
     time in the State of New York.

                "Collateral":  as defined in Section 2 of this Agreement.

                "Contracts":  all contracts to which the Company is or becomes
     a party from time to time (other than Chattel Paper, Documents and
     Instruments), as the same may from time to time be amended, supplemented
     or otherwise modified, including, without limitation, (a) all rights of
     the Company to receive moneys due and to become due to it thereunder or
     in connection therewith, (b) all rights of the Company to damages arising
     out of, or for, breach or default in respect thereof and (c) all rights
     of the Company to perform and to exercise all remedies thereunder.

                "Contractual Obligation":  as to any Person, any provision of
     any material security issued by such Person or of any material agreement,
     instrument or other undertaking to which such Person is a party or by
     which it or any of its property is bound.
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                "Copyright Licenses":  any agreement, whether written or oral,
     naming the Company as licensor or licensee, granting any right under any
     Copyright, including, without limitation, the agreements listed in
     Schedule 3 hereto.

                "Copyrights":  (i) all United States copyrights in all Works,
     whether published or unpublished, now existing or hereafter created or
     acquired, including without limitation, the copyrights in the Works
     listed in Schedule 3 hereto, all registrations and recordings thereof,
     and all applications in connection therewith, including, without
     limitation, registrations, recordings and applications in the United
     States Copyright Office, and (ii) all renewals thereof.

                "Customer Lists":  all customer lists, lists of customers and
     other records of the Company indicating Persons who are customers of the
     Company or any subsidiary of the Company.

                "Governmental Authority":  any nation or government, any state
     or other political subdivision thereof and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions
     of or pertaining to government.

                "Intercreditor Agreement":  the Intercreditor Agreement dated
     as of December 11, 1997, between the Trustee and The Chase Manhattan
     Bank, as agent for the lenders under the New Credit Agreement.

                "Material Adverse Effect":  a material adverse effect on (a)
     the business, assets, operations, property or condition (financial or
     otherwise) of the Company and the Subsidiary Guarantors, taken as a
     whole, (b) the ability of the Company or any of the Subsidiary
     Guarantors, to perform their respective obligations under the Indenture,
     the Notes, the Subsidiary Guarantees, the Registration Rights Agreement
     and the Collateral Documents, (c) the validity or the enforceability of
     the Indenture, the Notes, the Subsidiary Guarantees, the Registration
     Rights Agreement or the Collateral Documents or (d) the rights or
     remedies of the Trustee, for the benefit of the Trustee and the
     Noteholders, hereunder or thereunder.

                "Obligations":  as defined as "Company Obligations" in the
     Indenture.

                "Obligors":  any purchaser of goods or services or other
     Person obligated to make payment to a RBX Party in respect of a purchase
     of such goods or services.

                "Patents":  (a) all letters patent of the United States and
     all reissues and extensions thereof, including, without limitation, those
     listed in Schedule 4 hereto, and (b) all applications for letters patent
     of the United States or of any other country and all divisions,
     continuations and continuations-in-part thereof, including, without
     limitation, those listed in Schedule 4 hereto.

                "Patent Licenses":  all agreements, whether written or oral,
     providing for the grant by the Company of any right to manufacture, use
     or sell any invention covered by a Patent, including, without limitation,
     those listed in Schedule 4 hereto.

                "RBX Parties":  the Company, the Subsidiary Guarantors and any
     new Subsidiary complying with Section 4.14 of the Indenture;
     individually, a "RBX Party."

                "Requirement of Law":  as to any Person, the certificate of
     incorporation and by-laws or other organizational or governing documents
     of such Person, and any law, treaty, rule or regulation or determination
     or an arbitrator or a court of other Governmental Authority, in each case
     applicable

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     to or binding upon such Person or any of its material property (including
     the properties subject to the Mortgages and Deeds of Trust) or to which
     such Person or any of its material property is subject.

                "Trademarks":  (a) all trademarks, trade names, corporate
     names, company names, business names, fictitious business names, trade
     styles, service marks, logos and other source or business identifiers,
     and the goodwill associated therewith, now existing or hereafter adopted
     or acquired, all registrations and recordings thereof, and all
     applications in connection therewith, whether in the United States Patent
     and Trademark Office or in any similar office or agency of the United
     States, any State thereof or any other country or any political
     subdivision thereof, or otherwise, including, without limitation, those
     listed in Schedule 5 hereto, and (b) all renewals thereof.

                "Trademark License":  any agreement, written or oral,
     providing for the grant by the Company of any right to use any Trademark,
     including, without limitation, those listed in Schedule 5 hereto.

                "Work":  any work which is subject to copyright protection
     pursuant to Title 17 of the U.S. Code.

          1.2     Other Definitional Provisions.

                (a)     The words "hereof," "herein" and "hereunder" and words
     of similar import when used in this Agreement shall refer to this
     Agreement as a whole and not to any particular provision of this
     Agreement, and section and paragraph references are to sections and
     paragraphs in this Agreement unless otherwise specified.

                (b)     The meanings given to terms defined herein shall be
     equally applicable to both the singular and plural forms of such terms.

          2.     Security Interest.

          2.1     Grant of Security Interest.  As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, the Company hereby
grants to the Trustee for the benefit of the Trustee and the Noteholders a
security interest in all of the following property now owned or at any time
hereafter acquired by the Company or in which the Company now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):

          (a)     all Accounts;

          (b)     all Chattel Paper;

          (c)     all Contracts;

          (d)     all Copyrights;

          (e)     all Copyright Licenses;

          (f)     all Customer Lists;

          (g)     all Documents;

          (h)     all Equipment;

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          (i)     all General Intangibles;

          (j)     all Instruments;

          (k)     all Inventory;

          (l)     all Instruments, Chattel Paper and General Intangibles
     relating to any Indebtedness owed by any Subsidiary of the Company to the
     Company;

          (m)     all Patents;

          (n)     all Patent Licenses;

          (o)     all Trademarks:

          (p)     all Trademark Licenses;

          (q)     all books and records pertaining to the Collateral; and

          (r)     to the extent not otherwise included, all Proceeds and
     products of any and all of the foregoing,

to have and to hold, together with all rights, titles, interests, powers,
privileges and preferences pertaining or incidental thereto for the benefit of
the Noteholders.  The security interest in the Collateral granted pursuant to
this Agreement shall be subject to the Intercreditor Agreement.

          2.2     No Assumption of Liability.  The security interest in the
Collateral is granted as security only and shall not subject the Trustee to,
or in any way alter or modify, any obligation or liability of the Company or
the Subsidiary Guarantors with respect to or arising out of the Collateral.

          3.     Representations and Warranties.  The Company hereby
represents and warrants that:

          3.1     Power and Authority.  The Company has the corporate power
and authority to execute and deliver, to perform its obligations under, and to
grant the security interest in the Collateral pursuant to, this Agreement and
has taken all necessary corporate action to authorize its execution, delivery
and performance of, and grant of the security interest in the Collateral
pursuant to, this Agreement.

          3.2     Title; No Other Liens.  Except for the security interest
granted to the Trustee for the benefit of the Trustee and the Noteholders
pursuant to this Agreement and the other Permitted Liens, the Company owns
each item of the Collateral free and clear of any and all Liens or claims of
others.  No security agreement, financing statement or other public notice
with respect to all or any part of the Collateral is on file or of record in
any public office, except (a) such as have been filed in favor of the Trustee,
for the benefit of the Trustee and the Noteholders, pursuant to this Agreement
or in connection with the Indenture, (b) as are permitted pursuant to the
Indenture or (c) for which termination statements are delivered on or prior to
the Closing Date.

          3.3     Perfected First Priority Liens.  This Agreement constitutes
a legal, valid and binding obligation of the Company, enforceable in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors rights generally and by general
equitable principles (whether enforcement is sought in proceedings in law or
in equity).  The security interests granted pursuant to this Agreement (a)
upon delivery on the Closing Date of any Instruments and Chattel Paper to the
Trustee and completion of the filings specified on Schedule 1 attached hereto,
will constitute valid and perfected security

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interests in the Collateral in favor of the Trustee, for the benefit of the
Trustee and the Noteholders other than for Collateral (excluding Instruments)
in which a security interest cannot be perfected by filing a registration
statement, (b) are prior to all other Liens on the Collateral in existence on
the date hereof other than Permitted Liens (assuming, with respect to any
Instruments and Chattel Paper, that the Trustee maintains continuous
possession thereof) and (c) are (assuming, with respect to Instruments and
Chattel Paper, that the Trustee maintains continuous possession thereof)
enforceable to the extent provided by law as such against all creditors of and
purchasers from the Company and against any owner or purchaser of the real
property where any of the Equipment is located and any present or future
creditor obtaining a Lien on such real property except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity, or at law).

          3.4     Accounts.  As of the Closing Date, the place where the
Company keeps its records concerning the Accounts is 5221 ValleyPark Drive,
Roanoke, VA 24019.

          3.5     Contracts.  No consent of any party (other than the Company)
to any Contract is required, or purports to be required, in connection with
the execution, delivery and performance of this Agreement, except to the
extent that the failure to obtain such consent would not be reasonably likely
to have a Material Adverse Effect.  Each Contract is in full force and effect
and constitutes a valid, binding and legally enforceable obligation of the
Company and (to the best knowledge of the Company) each other party thereto
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditor's rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and except to the
extent the failure of any such Contract to be in full force and effect or
valid or legally enforceable would not be reasonably likely to have a Material
Adverse Effect. The Company is not in default in the performance or observance
of any of the terms of any Contract in any respect which would be reasonably
likely to have a Material Adverse Effect.  To the best of the Company's
knowledge, no other party to any Contract is in default in the performance or
observance of any of the terms of any Contract in any respect which would be
reasonably likely to have a Material Adverse Effect.  The right, title and
interest of the Company in, to and under each Contract are not subject to any
defense, offset, counterclaim or claim, which would be reasonably likely,
either individually or in the aggregate, to have a Material Adverse Effect. No
amount payable to the Company under or in connection with any Contract is
evidenced by any Instrument or Chattel Paper which has not been delivered to
the Trustee (other than any and all contracts involving an aggregate amount
less than $100,000).

          3.6     Customer Lists.  The Company has all rights to its Customer
Lists and no consent is required in order to grant the security interest
created hereby.

          3.7     Inventory and Equipment.  As of the Closing Date, the
Inventory and the Equipment of the Company are kept at the locations listed on
Schedule 2 hereto.

          3.8     Chief Executive Office.  As of the Closing Date, the
Company's chief executive office and chief place of business is located at
5221 ValleyPark Drive, Roanoke, VA 24019.

          3.9     Patents, Trademarks and Copyrights.  Schedule 4 hereto
includes all registered U.S. Patents owned by the Company on the date hereof
and all other Patents and Patent Licenses owned by the Company with its own
name as of the date hereof which are material to the business of the Company
and its Subsidiaries, taken as a whole.  Schedule 5 hereto includes all
Trademarks owned by the Company on the date hereof registered in the U.S.
Patent and Trademark Office ("PTO") and all other Trademarks and Trademark
Licenses owned by the Company in its own name as of the date hereof which are
material to the business of the Company and its Subsidiaries, taken as a
whole.  Schedule 3 hereto includes all registered U.S. Copyrights owned by the
Company on the date hereof and all other Copyrights and Copyright Licenses in
Works owned by the Company as of the date hereof that are material to the
business of the Company and its Subsidiaries, taken as a whole.  To the best
of the Company's knowledge, each Patent, Trademark and Copyright is valid,
subsisting, unexpired, enforceable and has not been abandoned, except to the
extent that the failure to be valid, subsisting, unexpired or enforceable or
the abandonment thereof would not be reasonably likely to have a Material
Adverse Effect.  Except as set forth in such Schedules, none of such Patents,
Trademarks and Copyrights is the subject of any licensing or franchise
agreement.  No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of
any Patent, Copyright or Trademark except for such holdings, decisions or
judgments that would not be reasonably likely to have a Material Adverse
Effect.  No action or proceeding is pending seeking to limit, cancel or
question the validity of any Patent, Copyright or Trademark, which, if
adversely determined, would be reasonably likely to have a Material Adverse
Effect.

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          3.10     Governmental Obligors.  Set forth on Schedule 6 hereto is a
list of the Obligors on any Accounts and the parties to any Contracts that is
a Governmental Authority, except for any such Accounts or Contracts that are
not material in relation to the business of the Company or its Subsidiaries,
provided, that if after the date hereof any additional Obligor is a
Governmental Authority, the Company will give the Trustee prompt written
notice thereof. The Company agrees that the foregoing representations and
warranties shall be deemed to have been made by the Company on and as of the
Closing Date and on and as of each date on which an extension of credit is
made by the Noteholders to the Company under the Indenture, in each case as
though made on and as of each such date, except for (i) representations and
warranties expressly stated to relate to a specific date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date and (ii) changes in such representations and
warranties permitted by the Indenture.

          4.     Covenants.  The Company covenants and agrees with the Trustee
and the Noteholders that, from and after the date of this Agreement until
payment in full or Legal Defeasance of all principal of, interest on, premium,
if any, and Liquidated Damages, if any with respect to the Notes and any other
Obligations for the payment of money then due and owing to any Noteholder or
the Trustee under the Indenture or any Collateral Document:

          4.1     Maintenance of Records.  The Company will keep and maintain
at its own cost and expense satisfactory and complete records of the
Collateral, including, without limitation, a record of all payments received
and all credits granted with respect to the Accounts.  The Company will mark
its books and records pertaining to the Collateral to evidence this Agreement
and the security interests granted hereby.  For the Trustee's and the
Noteholders' further security, the Trustee, for the benefit of the Trustee and
the Noteholders, shall have a security interest in all of the Company's books
and records pertaining to the Collateral, and the Company shall at the request
of the Trustee grant access to any such books and records to the Trustee or to
its representatives for review upon reasonable advance notice during normal
business hours at the location where such books and records are kept.

          4.2     Insurance.  The Company will maintain with financially sound
and reputable insurance companies insurance on all property material to the
business of the Company and its Subsidiaries, taken as a whole, in at least
such amounts and against at least such risks as are usually insured against in
the same general area by companies engaged in the same or a similar business;
and furnish to the Trustee, upon written request, information in reasonable
detail as to the insurance carried, provided that the Company may implement
programs of self-insurance in the ordinary course of business and in
accordance with industry standards for a company of similar size so long as
reserves are maintained in accordance with GAAP for the liabilities associated
therewith.

          4.3     Payment of Obligations.  The Company will pay and discharge
or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all taxes, assessments and governmental charges or levies
imposed upon the Collateral or in respect of income or profits therefrom, as
well as all claims of any kind (including, without limitation, claims for
labor, materials and supplies) against or with respect to the Collateral,
except that no such charge need be paid if (i) the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or (ii) the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

          4.4     Maintenance of Perfected Security Interest; Further
Documentation.

                (a)     The Company shall maintain the security interest
     created by this Agreement as a perfected security interest to the extent
     required hereunder (subject only to Permitted Liens) and shall defend
     such security interest against claims and demands of all Persons
     whomsoever.

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                (b)     At any time and from time to time, upon the written
     request of the Trustee, and at the sole expense of the Company, the
     Company or the Trustee, as the case may be, will promptly and duly
     execute and deliver such further instruments and documents and take such
     further action as the Trustee may reasonably request for the purpose of
     obtaining or preserving the full benefits of this Agreement and of the
     rights and powers herein granted to the Trustee, including, without
     limitation, the filing of any financing or continuation statements under
     the Uniform Commercial Code in effect in any jurisdiction with respect to
     the security interests created hereby.

          4.5     Changes in Locations, Name, etc.  The Company will not:

                (a)     permit any of the Inventory or Equipment to be kept at
     a location other than those listed on Schedule 2 hereto, unless it shall
     have given the Trustee at least 45 days' prior written notice; provided
     that the Company may permit Inventory or Equipment in an aggregate amount
     not to exceed $750,000 to be kept at other locations without such notice;
     or

                (b)     change the location of its chief executive office and
     chief place of business from that specified in subsection 3.8, unless it
     shall have given the Trustee at least 45 days' prior written notice; or

                (c)     change its name, identity or corporate structure to
     such an extent that any financing statement filed by the Trustee in
     connection with this Agreement would become seriously misleading, unless
     it shall have given the Trustee and the Noteholders at least 45 days'
     prior written notice of such change.

          4.6     Further Identification of Collateral.  The Company will
furnish to the Trustee and the Noteholders from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Trustee may reasonably
request, all in reasonable detail.

          4.7     Notices.  The Company will advise the Trustee and the
Noteholders promptly, in reasonable detail, at their respective addresses set
forth in the Indenture of:

                (a)     any Lien (other than security interests created hereby
     or Permitted Liens) on, or claim asserted against, any of the Collateral
     which could reasonably be expected to have a Material Adverse Effect; and

                (b)     of the occurrence of any other event that could
     reasonably be expected to have a Material Adverse Effect on the aggregate
     value of the Collateral or on the security interests created hereby.

          4.8     Indemnification.

                (a)     The Company agrees to pay, and to save the Trustee and
     the Noteholders harmless from, any and all liabilities, costs and
     expenses (including, without limitation, legal fees and expenses) (1)
     with respect to, or resulting from any delay in paying, any and all
     excise, sales or other taxes which may be payable or determined to be
     payable with respect to any of the Collateral, (2) with respect to, or
     resulting from, any delay in complying with any Requirement of Law
     applicable to any of the Collateral and (3) in connection with any of the
     transactions contemplated by this Agreement.  In any suit, proceeding or
     action brought by the Trustee or any Noteholder under any Account or
     Contract for any sum owing thereunder, or to enforce any provisions of
     any Account or Contract, the

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     Company will save, indemnify and keep the Trustee and such Noteholder
     harmless from and against all expense, loss or damage suffered by reason
     of any defense, setoff, counterclaim, recoupment or reduction or
     liability whatsoever of the account debtor or obligor thereunder, arising
     out of a material breach by the Company of any obligation thereunder or
     arising out of any other agreement, indebtedness or liability at any time
     owing to or in favor of such account debtor or its successors from the
     Company.  The Trustee may have separate counsel and the Company shall pay
     the reasonable fees and expenses of such counsel.  The Company need not
     pay for any settlement made without its consent, which consent shall not
     be unreasonably withheld.

                (b)     Before the Trustee acts or refrains from acting, it
     may require an Officers' Certificate or an Opinion of Counsel or both.
     The Trustee shall not be liable for any action it takes or omits to take
     in good faith in reliance on such Officers' Certificate or Opinion of
     Counsel.  The Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection from liability in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in reliance
     thereon.

          4.9     Right of Inspection.  Upon reasonable advance notice to the
Company and at reasonable intervals, or at any time and from time to time
after the occurrence and during the continuance of an Event of Default, the
Trustee and the Noteholders shall have full and free access upon reasonable
advance notice and during normal business hours to all the books,
correspondence and records of the Company, and the Trustee and the Noteholders
and their respective representatives may examine the same, and to the extent
necessary take extracts therefrom and make photocopies thereof, and the
Company agrees to render to the Trustee and the Noteholders, at the Company's
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto.  The Trustee and the Noteholders and their
respective representatives shall also have the right upon reasonable advance
notice to the Company to enter during normal business hours into and upon any
premises where any of the Inventory or Equipment of the Company is located for
the purpose of inspecting the same, observing its use or otherwise protecting
its interests therein.

          4.10     Compliance with Laws, etc.  The Company will comply in all
material respects with all Requirements of Law applicable to the Collateral or
any part thereof or to the operation of the Company's business, except to the
extent that the failure to so comply would not be reasonably likely to
materially adversely affect the Trustee's or the Noteholders' rights
hereunder, the priority of their Liens on the Collateral or the value of the
Collateral in each case taken as a whole.

          4.11     Limitations on Modifications, Waivers, Extensions of
Contracts and Agreements Giving Rise to Accounts.

                (a)     The Company will not (i) amend, modify, terminate or
     waive any provision of any Contract in any manner that could reasonably
     be expected to materially adversely affect the Company or the value of
     such Contract or (ii) fail to exercise promptly and diligently each and
     every material right that it may have under each such Contract (other
     than any right of termination), unless, in the case of clause (i) or
     (ii), (A) in the business judgment of the Company it is in the best
     economic interest of the Company to amend, modify, terminate or waive
     such provision or to fail to exercise such right and (B) such amendments,
     modifications, termination and waivers and such failures to exercise such
     rights, in the aggregate, would not be reasonably likely to have a
     Material Adverse Effect or (C) such amendments, modifications,
     termination and waivers and such failures to exercise such rights are
     permitted by the Collateral Documents.

                (b)     The Company will not (i) amend, modify, terminate or
     waive any provision of any agreement giving rise to an Account in any
     manner which would reasonably be expected to materially adversely affect
     the Company or the value of such Account or (ii) fail to exercise
     promptly

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<PAGE>

     and diligently each and every material right which it may have under each
     agreement giving rise to an Account (other than any right of
     termination), unless, in the case of clause (i) or (ii), (A) in the
     reasonable business judgment of the Company it is in the best economic
     interest of such Company to amend, modify, terminate or waive such
     provision or to fail to exercise such right, (B) such amendments,
     modifications, terminations and waivers and such failures, in the
     aggregate, to exercise such right would not be reasonably likely to have
     a Material Adverse Effect or (C) such amendments, modifications,
     termination and waivers and such failures to exercise such rights are
     permitted by the Collateral Documents.

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<PAGE>

          4.12     Patents and Trademarks.

                (a)     The Company will, except with respect to any Trademark
     that is not material to the business of the Company and its Subsidiaries
     taken as a whole, (i) continue to use each Trademark on the same goods
     and services it is currently used on (except that the Company, in its
     reasonable business judgment, may also decide not to reissue or renew
     Trademark License agreements to which it is a party), (ii) maintain
     quality control over all products manufactured, distributed or sold, and
     all services offered under each Trademark, (iii) not knowingly do or omit
     to do any act which would result in the invalidation of any Trademark,
     and (iv) take all steps which in its business judgment are necessary to
     prevent a licensee from doing or omitting to do any act which would
     result in the invalidation or any Trademark.

                (b)     The Company will not (either itself or through
     licensees), except with respect to any Patent that the Company shall, in
     the exercise of its business judgment, reasonably determine is not
     material to the business of the Company and its Subsidiaries taken as a
     whole, do any act, or omit to do any act, whereby the registration of any
     such Patent may become abandoned or dedicated.

                (c)     The Company will notify the Trustee of any (i)
     abandonment of a Trademark; (ii) abandonment of an application to
     register a Trademark; (iii) abandonment or dedication of a U.S. Patent;
     or (iv) determination by a court or tribunal in the country where (A) the
     Trademark or Patent is registered, or (B) the Trademark or Patent
     application is pending, or (C) the unregistered Trademark is used, that
     the Company does not own all right, title and interest to the Trademark;
     or Trademark application or the U.S. Patent, or of any other adverse
     determination of such court or tribunal relating to any Trademark,
     Trademark application or Patent; provided that (x) the Company has actual
     notice of such event and (y) such Trademark, Trademark application,
     Patent or Patent application is material to the business of the Company
     and its Subsidiaries, taken as a whole.

                (d)     Whenever the Company, either by itself or through any
     agent, employee, licensee or designee, shall file an application for the
     registration of a Patent or Trademark with the PTO or any similar office
     or agency in any other country or any political subdivision thereof, the
     Company shall report such filing to the Trustee and the Noteholders
     within five Business Days after the last day of the calendar year in
     which such filing occurs (or, if the Trustee reasonably so requests in
     writing, more often). Upon request of the Trustee, the Company shall
     execute and deliver any and all agreements, instruments, documents, and
     papers as the Trustee may reasonably request to evidence the Trustee's
     security interest (for the benefit of the Trustee and the Noteholders) in
     any Patent or Trademark and the goodwill and general intangibles, if any,
     of the Company relating thereto or represented thereby, and the Company
     hereby constitutes the Trustee its attorney-in-fact to execute and file
     all such writings for the purpose of so evidencing the Trustee's security
     interest (and the Trustee agrees to notify the Company that any such
     filing has been made, provided that any failure to so notify shall not
     invalidate any such actions by the Trustee), all lawful acts of such
     attorney-in-fact being hereby ratified and confirmed; such power being
     coupled with an interest is irrevocable until the Obligations are paid in
     full and are terminated.

                                       10
<PAGE>

                (e)     The Company will, except with respect to any Patent or
     Trademark application or registration that is not material to the
     business of the Company and its Subsidiaries, taken as a whole, take all
     reasonable and necessary steps, as it shall deem appropriate under the
     circumstances, in accordance with its reasonable business judgment,
     including, without limitation, in any proceeding before the PTO or any
     similar office or agency in any other country or any political
     subdivision thereof, to maintain and pursue each Patent or Trademark
     application (and to obtain the relevant registration and to maintain such
     registration), including, without limitation, where appropriate filing of
     applications for renewal, affidavits of use and affidavits of
     incontestability.

                (f)     In the event that any Patent or Trademark included in
     the Collateral is materially infringed or misappropriated or any
     Trademark is diluted by a third party, the Company shall promptly notify
     the Trustee after it learns thereof and shall, unless the Company shall
     reasonably determine that such Patent or Trademark is not of material
     economic value to the Company, take such actions as the Company shall
     reasonably deem appropriate under the circumstances to protect such
     Patent or Trademark.

          4.13     Copyrights.

                (a)     The Company (either itself or through licensees) will,
     to the extent consistent with its business judgment, (i) employ the
     appropriate notice of copyright for each published Work subject to
     copyright protection to the extent necessary to protect the Copyright
     relating to such Work and (ii) not (and not permit any licensee or
     sublicensee thereof to) do any act or knowingly omit to do any act
     whereby any Copyright material to the business of the Company and its
     Subsidiaries taken as a whole may become invalidated.

                (b)     The Company will notify the Trustee of any
     determination by a court or tribunal in the country where a copyright is
     registered or copyright application is pending that the Company does not
     own all right, title and interest to the registered copyright or
     copyright application, or of any other determination of such court or
     tribunal relating to any registered copyright or copyright application
     which would be reasonably likely to have a Material Adverse Effect,
     provided that the Company has actual notice of such determination.

                (c)     On the last Business Day of each calendar year of the
     Company following the Closing Date (or, if the Trustee reasonably so
     requests in writing, more often), the Company shall provide to the
     Trustee a document confirming the Trustee's security interest (for the
     benefit of the Trustee and the Noteholders) in the Copyright with respect
     to each Work for which the Company has registered its Copyright during
     such calendar year, duly executed and in proper form for filing in the
     Copyright Office or other applicable United States Governmental
     Authority.  Upon the reasonable request of the Trustee, the Company shall
     execute and deliver any and all additional agreements, instruments,
     documents, and papers as the Trustee may reasonably request to evidence
     the Trustee's security interest (for the benefit of the Noteholders) in
     such Copyright, and the Company hereby constitutes the Trustee its
     attorney-in-fact to file all such writings for the purpose of so
     evidencing the Trustee's security interest (and the Trustee agrees to
     notify the Company that any such filing has been made, provided that any
     failure to so notify the Company shall in no event invalidate any such
     actions by the Trustee), all lawful acts of such attorney being hereby
     ratified and confirmed; such power being coupled with an interest is
     irrevocable until the Obligations are paid in full and are terminated.

                                       11
<PAGE>

                (d)     The Company will take all reasonable and necessary
     steps, as it shall deem appropriate under the circumstances in the
     exercise of its reasonable business judgment, (i) to maintain and pursue
     each application filed (and to obtain the relevant registration) and (ii)
     to maintain to the extent permitted by law each registration of each
     Copyright owned by the Company, including, without limitation, in each
     case where appropriate, filing of applications for renewal.

                                       12
<PAGE>

                (e)     The Company will promptly notify the Trustee of any
     material infringement of any Copyright material to the business of the
     Company and its Subsidiaries, taken as a whole owned by it of which it
     becomes aware and will take such actions as it shall reasonably deem
     appropriate under the circumstances to protect such Copyright.

          4.14     Further Assurances.  The Company will, promptly upon
request by the Trustee, execute and deliver or cause to be executed and
delivered, or use reasonable best efforts to procure, all instruments and
other documents, all in form and substance satisfactory to the Trustee,
deliver any such documents or instruments to the Trustee and take any other
actions that are reasonably necessary or desirable to perfect, continue the
perfection of, or protect the priority of the Trustee's security interest in
the Collateral, to protect the Collateral against the rights, claims or
interests of third persons or to effect the purposes of this Agreement.  The
Company will pay all costs incurred in connection with the foregoing.

          5.       Rights of Trustee and Noteholders; Limitations on Trustee's
and Noteholders' Obligations.

          5.1     Company Remains Liable under Accounts and Contracts.
Anything herein to the contrary notwithstanding, the Company shall remain
liable under each of the Accounts and Contracts to observe and perform, in all
respects, all the conditions and obligations to be observed and performed by
it thereunder, all in accordance with the terms of any agreement giving rise
to each such Account and in accordance with and pursuant to the terms and
provisions of each such Contract.  Neither the Trustee nor any Noteholder
shall have any obligation or liability under any Account (or any agreement
giving rise thereto) by reason of or arising out of this Agreement or the
receipt by the Trustee or any Noteholder of any payment relating to such
Account or Contract pursuant hereto, nor shall the Trustee or any Noteholder
be obligated in any manner to perform any of the obligations of the Company
under or pursuant to any Account (or any agreement giving rise thereto) or
under or pursuant to any Contract, to make any payment, to make any inquiry as
to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto) or under any Contract, to present or file any
claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

          5.2     Analysis of Accounts.  At any time and from time to time but
no more than twice annually (unless an Event of Default shall have occurred
and be continuing), the Trustee shall have the right to make test
verifications of the Accounts in any manner and through any medium that it
reasonably considers advisable (including, without limitation, the right to
contact any account debtor with the consent of the Company (which consent
shall not be unreasonably withheld)), and the Company shall furnish all such
assistance and information as the Trustee may reasonably require in connection
with such test verifications.  At any time, and from time to time, upon the
request of the Trustee and at the expense of the Company, at reasonable
intervals the Company shall cause independent public accountants or others
satisfactory to the Trustee to furnish to the Trustee reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Accounts.

          5.3     Collections on Accounts.

                                       13
<PAGE>

                (a)     The Company shall collect the Accounts pursuant to,
     and to the extent provided in, the Lockbox Assignment Agreement (as
     defined in the New Credit Agreement) to the extent consistent with the
     business judgment of the Company regarding its best economic interest;
     provided that the Trustee may exercise such rights or remedies as set
     forth in the Intercreditor Agreement and the Indenture at any time after
     the occurrence and during the continuance of an Event of Default.

                (b)     Each such deposit of Proceeds of Accounts during the
     continuance of an Event of Default shall be accompanied by a report,
     identifying in reasonable detail the nature and source of the payments
     included in the deposit, to the extent provided under the Lockbox
     Assignment Agreement.

                (c)     If an Event of Default occurs and is continuing, and
     subject to the provisions of the Intercreditor Agreement and the
     Indenture, the Company shall deliver to the Trustee, upon the request of
     the Trustee, all original and other documents evidencing, and relating
     to, the agreements and transactions which gave rise to the Accounts,
     including, without limitation, all original orders, invoices and shipping
     receipts and the Trustee shall exercise reasonable care with respect to
     the custody of such documents.

          5.4     Books and Records.  The Company will not remove its books
and records with respect to the Collateral from its chief executive office and
chief place of business specified in subsection 3.6 unless it shall have given
the Trustee at least 30 days' prior written notice.

          6.     Remedies.

          6.1    Notice to Account Debtors and Contract Parties.  At any time
after the occurrence and during the continuance of an Event of Default and
subject to the provisions of the Intercreditor Agreement, upon written request
of the Trustee to so notify such account debtors, the Company shall notify
account debtors on the Accounts that the Accounts have been assigned to the
Trustee for the benefit of the Trustee and the Noteholders and that payments
in respect thereof shall be made directly to the Trustee.

          6.2    Proceeds to be Turned Over To Trustee.  In addition to the
rights of the Trustee and the Noteholders specified in subsection 5.3 with
respect to payments of Accounts, if an Event of Default shall occur and be
continuing and subject to the provisions of the Intercreditor Agreement, upon
the written request of the Trustee to turn over such items, all Proceeds
received by the Company consisting of cash, checks and other near-cash items
shall be held by the Company in trust for the Trustee and the Noteholders,
segregated from other funds of the Company, and shall, forthwith upon receipt
by the Company, be turned over to the Trustee in the exact form received by
the Company (duly endorsed by the Company to the Trustee, if required) and
held by the Trustee in a Collateral Account pursuant to the provisions of the
Indenture.  All Proceeds while held by the Trustee in the Collateral Account
(or by the Company in trust for the Trustee and the Noteholders) shall
continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided in subsection 6.3.

                                       14
<PAGE>

          6.3    Application of Proceeds.  If an Event of Default shall have
occurred and be continuing, Proceeds held in any collateral account in payment
of the Obligations will, to the extent required by the Indenture, be applied
by the Trustee in such order as provided under Article 6 of the Indenture (the
amounts so applied to be distributed among the Noteholders pro rata in
accordance with the amounts of the Obligations owed to them), and any part of
such funds not so distributed and deemed not required as collateral security
for the Obligations shall be paid over from time to time by the Trustee to the
Company or to whomsoever may be lawfully entitled to receive the same.  Any
balance of such Proceeds remaining after the Obligations shall have been paid
in full and shall be paid over to the Company or to whomsoever may be lawfully
entitled to receive the same.

                                       15
<PAGE>

          6.4     Code Remedies.  If an Event of Default shall occur and be
continuing, the Trustee on behalf of the Noteholders may exercise, in addition
to all other rights and remedies granted to them in the Indenture, this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the Code.  Without limiting the generality of the foregoing, the Trustee,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law
referred to below) to or upon the Company or any other Person (all and each of
which demands, defenses, advertisements and notices are hereby waived to the
extent permitted by law), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give option or options to purchase,
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, at any exchange, broker's board or office of the
Trustee or any Noteholder or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk; provided
that any such disposition complies with all mandatory legal requirements.  The
Trustee or any Noteholder shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Company, which right or equity is
hereby waived or released to the extent permitted by law.  The Company further
agrees, at the Trustee's request, to assemble the Collateral and make it
available to the Trustee at places which the Trustee shall reasonably select,
whether at the Company's premises or elsewhere.  The Trustee shall apply the
net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses of
every kind incurred therein or incidental to the care or safekeeping of any of
the Collateral or in any way relating to the Collateral or the rights of the
Trustee and the Noteholders hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in
part of the Obligations, in such order as is provided in the Indenture, and
only after such application and after the payment by the Trustee of any other
amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code, need the Trustee account for the surplus, if
any, to the Company.  To the extent permitted by applicable law, the Company
waives all claims, damages and demands it may acquire against the Trustee or
any Noteholder arising out of the exercise by them of any rights hereunder
other than arising out of their gross negligence or willful misconduct.  If
any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition in accordance with Section
13.02 of the Indenture.

          6.5     Deficiency.  The Company shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Trustee or a Noteholder to collect such deficiency.

          7.      Trustees Appointment as Attorney-in-Fact; Trustee's
Performance of Company's Obligations.

          7.1     Powers.  At any time when any Event of Default shall have
occurred and be continuing, the Company hereby irrevocably constitutes and
appoints the Trustee and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Company and in the name of
the Company or in its own name, from time to time in the Trustee's discretion,
to take any and all appropriate action and to execute any and all documents
and instruments which may be necessary or desirable to accomplish the purposes
of this Agreement, and, without limiting the generality of the foregoing, the
Company hereby gives the Trustee the power and right, on behalf of the
Company, without notice to or assent by the Company, to do the following
subject to the Intercreditor Agreement:

                                       16
<PAGE>

                (a)     in the name of the Company or its own name, or
     otherwise, to take possession of and endorse and collect any checks,
     drafts, notes, acceptances or other instruments for the payment of moneys
     due under any Account, Instrument or General Intangible or with respect
     to any other Collateral and to file any claim or to take any other action
     or proceeding in any court of law or equity or otherwise deemed
     appropriate by the Trustee for the purpose of collecting any and all such
     moneys due under any Account, Instrument or General Intangible or with
     respect to any other Collateral whenever payable;

                (b)     to pay or discharge taxes and Liens levied or placed
     on or threatened against the Collateral, to effect any repairs or any
     insurance called for by the terms of this Agreement and to pay all or any
     part of the premiums therefor and the costs thereof;

                (c)     to execute in connection with the sale provided for in
     subsection 6.4 hereof, any endorsements, assignments or other instruments
     of conveyance or transfer with respect to the Collateral; and

                (d)     (1) to direct any party liable for any payment under
     any of the Collateral to make payment of any and all moneys due or to
     become due thereunder directly to the Trustee or as the Trustee shall
     direct; (2) to ask or demand for, collect, receive payment of and receipt
     for, any and all moneys, claims and other amounts due or to become due at
     any time in respect of or arising out of any Collateral; (3) to sign and
     endorse any invoices, freight or express bills, bills of lading, storage
     or warehouse receipts, drafts against debtors, assignments,
     verifications, notices and other documents in connection with any of the
     Collateral; (4) to commence and prosecute any suits, actions or
     proceedings at law or in equity in any court of competent jurisdiction to
     collect the Collateral or any Proceeds thereof and to enforce any other
     right in respect of any Collateral; (5) to defend any suit, action or
     proceeding brought against the Company with respect to any Collateral;
     (6) to settle, compromise or adjust any such suit, action or proceeding
     and, in connection therewith, to give such discharges or releases as the
     Trustee may deem appropriate; and (7) generally, to sell, transfer,
     pledge and make any agreement with respect to or otherwise deal with any
     of the Collateral as fully and completely as though the Trustee were the
     absolute owner thereof for all purposes, and to do, at the Trustee's
     option and the Company's expense, at any time, or from time to time, all
     acts and things which the Trustee deems necessary to protect, preserve or
     realize upon the Collateral and the Trustee's and the Noteholders'
     security interests therein and to effect the intent of this Agreement,
     all as fully and effectively as the Company might do.

          7.2     Ratification; Power Coupled With An Interest.  The Company
hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof.  All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until the
Obligations are paid and performed in full and terminated.

                                       17
<PAGE>

          8.     Duty of Trustee.  The Trustee's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Code or otherwise, shall be to deal
with it in the same manner and with the same care as the Trustee deals with
similar property for its own account.  Neither the Trustee, any Noteholder nor
any of their respective directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, except where such failure or delay
results from their gross negligence or willful misconduct, or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request
of the Company or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof.  The powers conferred on the
Trustee and the Noteholders hereunder are solely to protect the Trustee's and
the Noteholders' interests in the Collateral and shall not impose any duty
upon the Trustee or any Noteholder to exercise any such powers.  The Trustee
and the Noteholders shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any
of their officers, directors, employees or agents shall be responsible to the
Company for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct.

          9.     Execution of Financing Statements, Etc.  Pursuant to the
Code, the Company shall file financing statements with respect to the
Collateral in such form and in such filing offices as the Trustee reasonably
determines appropriate to perfect the security interests of the Trustee under
this Agreement and shall execute, deliver and perform such other documents and
acts as are necessary to perfect the security interests of the Trustee under
this Agreement.  A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.

          10.     Authority of Trustee.  The Company acknowledges that the
rights and responsibilities of the Trustee under this Agreement with respect
to any action taken by the Trustee or the exercise or non-exercise by the
Trustee of any option, voting right, request, judgment or other right or
remedy provided for herein or resulting or arising out of this Agreement
shall, as between the Trustee and the Noteholders, be governed by the
Indenture, but, as between the Trustee and the Company, the Trustee shall be
conclusively presumed to be acting as agent for the Noteholders with full and
valid authority so to act or refrain from acting, and the Company shall be
under no obligation, or entitlement, to make any inquiry respecting such
authority.

          11.     Notices.  All notices, requests and demands to or upon the
Trustee or the Company to be effective shall be in writing (or by telex, fax
or similar electronic transfer confirmed in writing) and shall be deemed to
have been duly given or made (1) when delivered by hand or (2) if given by
mail, three days after deposited in the mails by certified mail, return
receipt requested, postage prepaid or (3) if by telex, fax or similar
electronic transfer, when sent and receipt has been confirmed, addressed as
follows:

                (a)     if to the Trustee, at its address or transmission
     number for notices provided in Section 13.02 of the Indenture; and

                (b)     if to the Company, at its address or transmission
     number for notices provided in Section 13.02 of the Indenture.

          The Trustee and the Company may change their addresses and
transmission numbers for notices by notice in the manner provided in this
Section.

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

                                       18
<PAGE>

          13.     Amendments in Writing;  No Waiver; Cumulative Remedies.  (a)
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Company and the Trustee, provided that any provision of this Agreement may
be waived by the Trustee and the Noteholders in a letter or agreement executed
by the Trustee or by telex or facsimile transmission from the Trustee.

                                       19
<PAGE>

                (b)     Neither the Trustee nor any Noteholder shall by any
     act (except by a written instrument pursuant to paragraph 17(a) hereof),
     delay, indulgence, omission or otherwise be deemed to have waived any
     right or remedy hereunder or to have acquiesced in any Default or Event
     of Default or in any breach of any of the terms and conditions hereof. No
     failure to exercise, nor any delay in exercising, on the part of the
     Trustee or any Noteholder, any right, power or privilege hereunder shall
     operate as a waiver thereof. No single or partial exercise of any right,
     power or privilege hereunder shall preclude any other or further exercise
     thereof or the exercise of any other right, power or privilege. A waiver
     by the Trustee or any Noteholder of any right or remedy hereunder on any
     one occasion shall not be construed as a bar to any right or remedy which
     the Trustee or such Noteholder would otherwise have on any future
     occasion.

                (c)     The rights and remedies herein provided are
     cumulative, may be exercised singly or concurrently and are not exclusive
     of any other rights or remedies provided by law.

          14.     No Waiver by Course of Conduct.  Neither the Trustee nor any
Noteholder shall by any act (except by a written instrument pursuant to
subsection 14.1(A) hereof), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and
conditions hereof.  No failure to exercise, nor any delay in exercising, on
the part of the Trustee or any Noteholder, any right, power or privilege
hereunder shall operate as a waiver thereof.  No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  A
waiver by the Trustee or any Noteholder of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which
the Trustee or such Noteholder would otherwise have on any future occasion.

          15.     Section Headings.  The section and subsection headings used
in this Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.

          16.     Successors and Assigns.  This Agreement shall be binding
upon the successors and assigns of the Company and shall inure to the benefit
of the Trustee and the Noteholders and their successors and assigns.

          17.     Submission To Jurisdiction; Waivers.

                (a)     The Company hereby irrevocably and unconditionally:

                (1)     submits for itself and its property in any legal
     action or proceeding relating to this Agreement and the other Collateral
     Documents to which it is a party, or for recognition and enforcement of
     any judgment in respect thereof, to the non-exclusive general
     jurisdiction of the courts of the State of New York, the courts of the
     United States of America for the Southern District of New York, and
     appellate courts from any thereof;

                (2)     consents that any such action or proceeding may be
     brought in such courts and waives any objection that it may now or
     hereafter have to the venue of any such action or proceeding in any such
     court or that such action or proceeding was brought in an inconvenient
     court and agrees not to plead or claim the same:

                (3)     agrees that service of process in any such action or
     proceeding may be effected by mailing a copy thereof by registered or
     certified mail (or any substantially similar form of mail), postage
     prepaid, to the Company at its address set forth in Section 13.02 of the
     Indenture or at such other address of which the Trustee shall have been
     notified pursuant thereto;

                                       20
<PAGE>

                (4)     agrees that nothing herein shall affect the right to
     effect service of process in any other manner permitted by law or shall
     limit the right to sue in any other jurisdiction; and

                (b)     Each of the Company, the Trustee and the Noteholders
hereby unconditionally and irrevocably waive, to the maximum extent not
prohibited by law, any right they may have to claim or recover in any legal
action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.

          18.     Acknowledgments.  The Company hereby acknowledges that:

                (a)     it has been advised by counsel in the negotiation,
     execution and delivery of this Agreement and the other Collateral
     Documents to which it is a party;

                (b)     neither the Trustee nor any Noteholder has any
     fiduciary relationship with or duty to it or any other RBX Party arising
     out of or in connection with this Agreement or any of the other
     Collateral Documents, and the relationship between the Trustee and
     Noteholders, on one hand, and the RBX Parties, on the other hand, in
     connection herewith or therewith is solely that of debtor and creditor;
     and

                (c)     no joint venture is created hereby or by the other
     Collateral Documents or otherwise exists by virtue of the transactions
     contemplated hereby among the Noteholders or among the RBX Parties and
     the Noteholders.

          19.     WAIVER OF JURY TRIAL.  THE COMPANY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

          20.     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THEREOF.

          21.     Release of Collateral and Termination.

                (a)     Upon the payment in full or Legal Defeasance of all
     principal of, interest on, premium, if any, and Liquidated Damages, if
     any, with respect to the Notes and any other Obligations for the payment
     of money then due and owing to any Noteholder or the Trustee under the
     Indenture and the Collateral Documents, the Collateral shall be released
     from the Liens created hereby, and this Agreement and all obligations
     (other than those expressly stated to survive such termination) of the
     Trustee and the Company hereunder shall terminate, all without delivery
     of any instrument or performance of any act by any party, and all rights
     to the Collateral shall revert to the Company.  Upon request of the
     Company following any such termination, the Trustee shall deliver (at the
     sole cost and expense of the Company) to the Company any Collateral held
     by the Trustee hereunder, and execute and deliver (at the sole cost and
     expense of the Company) to the Company such documents as the Company
     shall reasonably request to evidence such termination.

                (b)     If any of the Collateral shall be sold, transferred or
     otherwise disposed of by the Company in a transaction permitted by the
     Indenture, then the Trustee shall execute and deliver to the Company (at
     the sole cost and expense of the Company) all releases, termination
     statements or other documents reasonably necessary for the release of the
     Liens created hereby on such Collateral.

                                       21
<PAGE>

          22.     Contradictory Provisions.  In the event any one or more of
the provisions of this Agreement shall be found in a final judgment of any New
York State court or Federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, to contradict or
otherwise limit any provision in the Indenture , the provision in the
Indenture shall control.

          23.     Intercreditor Agreement.  The Trustee acknowledges that the
security interests granted pursuant to this Agreement to the extent that they
relate to New Credit Agreement Collateral are subject to the provisions of the
Intercreditor Agreement.  Notwithstanding anything to the contrary contained
herein, the rights, duties and obligations of the Trustee are subject to the
Intercreditor Agreement.

                                       22
<PAGE>

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

                                       RBX CORPORATION


                                       By:     /s/ John C. Cantlin
                                           ---------------------------
                                       Name: John C. Cantlin
                                       Title: Chief Financial Officer
<PAGE>

2


STATE OF NEW YORK                 )
                                  :     ss
COUNTY OF                         )


[ ]       On December 11, 1997 before me, ______________________ , Notary
Public, personally appeared _____________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
names(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

          WITNESS my hand and official seal

                                  --------------------------
                                  SIGNATURE OF NOTARY PUBLIC

[NOTARIAL SEAL]
<PAGE>

                FILINGS REQUIRED TO PERFECT SECURITY INTERESTS

                       Uniform Commercial Code Filings
                       -------------------------------


Delaware
--------

     Secretary of State

Virginia
--------

     Secretary of State
     County of Roanoke
     Bedford County
<PAGE>

                     LOCATION OF INVENTORY AND EQUIPMENT


5221 Valley Park Drive
Roanoke, Virginia 24019
<PAGE>

                                                                    Schedule 1
                                                 to Company Security Agreement
                                                 -----------------------------


                      COPYRIGHTS AND COPYRIGHT LICENSES



                                     None
<PAGE>

                         PATENTS AND PATENT LICENSES

                                     None
<PAGE>

                                                                    Schedule 2
                                                 to Company Security Agreement
                                                 -----------------------------




                       TRADEMARKS AND TRADEMARK LICENSE

TRADEMARKS

<TABLE>
<CAPTION>
                TRADEMARK REGISTRATION
                NUMBER OR (APPLICATION       REGISTRATION OR
 TRADEMARKS         SERIAL NUMBER)            (FILING DATE)         COUNTRY
------------- ------------------------- ------------------------- -----------
<S>           <C>                       <C>                       <C>
    RBX             None indicated             31-Oct-1997            USA
</TABLE>
<PAGE>

                                                                   Schedule 3
                                                to Company Security Agreement
                                                -----------------------------


                            GOVERNMENTAL OBLIGORS

                                     None