EXHIBIT 10.54



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               AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
               --------------------------------------------------
                         (Brister's Thunder Karts, Inc.)

         THIS AMENDED AND RESTATED PLEDGE AND SECURITY  AGREEMENT  ("Agreement")
dated as of May 17, 2000, is by and between  BRISTER'S  THUNDER  KARTS,  INC., a
Louisiana  corporation  ("Debtor"),  whose address is 62194  Commercial  Street,
Roseland,  Louisiana  70456  and  whose  Tax I.D.  No.  is  72-0797922,  and THE
SCHLINGER  FOUNDATION  ("Secured  Party") whose  address is 1944 Edison  Street,
Santa Yinez, California 93460.

                                R E C I T A L S:
                                ---------------

         A.  Karts  International  Incorporated  ("Borrower")  is,  concurrently
herewith,  entering into that certain  Amended and Restated Loan Agreement dated
as of May 17,  2000,  with  the  Secured  Party  (such  agreement,  as it may be
amended, renewed, extended,  restated,  replaced,  substituted,  supplemented or
otherwise  modified  from  time to time,  is  referred  to  herein  as the "Loan
Agreement").

         B. The  execution  and  delivery of this  Agreement  is required by the
terms of the Loan Agreement and is a condition to the  availability  of the Loan
to Borrower pursuant to the Loan Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  adequacy,  receipt and  sufficiency  of which are
hereby  acknowledged,  and in order to induce the Secured Party to make the Loan
under the Loan Agreement, the parties hereto hereby agree as follows:

                                    ARTICLE 1

                                   Definitions
                                   -----------

         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:

                  "Account"  means any  "account",  as such term is  defined  in
         Article or Chapter 9 of the UCC,  now owned or  hereafter  acquired  by
         Debtor and, in any event, shall include,  without  limitation,  each of
         the following,  whether now owned or hereafter  acquired by Debtor: (a)
         all  rights of Debtor to payment  for goods  sold or  leased,  services
         rendered or the license of Intellectual Property, whether or not earned
         by performance;  (b) all accounts  receivable of Debtor; (c) all rights
         of  Debtor  to  receive   any   payment  of  money  or  other  form  of
         consideration; (d) all security pledged, assigned or granted to or held
         by Debtor to secure any of the  foregoing;  (e) all  guaranties  of, or
         indemnifications with respect to, any of the foregoing;  (f) all rights
         of Debtor as an unpaid seller of goods or services,  including, but not
         limited to, all rights of stoppage  in transit,  replevin,  reclamation
         and resale; and (g) all rights to brokerage commissions.


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                  "Broker"  means  any  "broker,"  as such  term is  defined  in
         Article or Chapter 8 of the UCC,  and in any event shall  include,  but
         not be limited to, any Person  defined as a broker or dealer  under the
         federal  securities  laws, but without  excluding a bank acting in that
         capacity.

                  "Capital   Stock"  means  corporate  stock  and  any  and  all
         securities,   shares,   partnership   interests,   limited  partnership
         interests,  limited liability company interests,  membership interests,
         equity interests, participations,  rights or other equivalents (however
         designated)  of corporate  stock or any of the foregoing  issued by any
         entity  (whether a  corporation,  a  partnership,  a limited  liability
         company or another entity) and includes, without limitation, securities
         convertible into Capital Stock and rights or options to acquire Capital
         Stock.

                  "Chattel  Paper"  means any  "chattel  paper," as such term is
         defined  in Article  or  Chapter 9 of the UCC,  now owned or  hereafter
         acquired by Debtor.

                  "Clearing  Corporation"  means any "clearing  corporation," as
         such term is defined  in  Article  or Chapter 8 of the UCC,  and in any
         event  shall  include,  but not be limited  to, any (a) Person  that is
         registered as a "clearing  agency" under the federal  securities  laws,
         (b) federal  reserve bank, or (c) other Person that provides  clearance
         or  settlement  services  with respect to  Financial  Assets that would
         require  it  to  register  as  a  clearing  agency  under  the  federal
         securities laws but for an exclusion or exemption from the registration
         requirement,  if its activities as a clearing  corporation,  including,
         without limitation, promulgation of rules, are subject to regulation by
         a federal or state governmental authority.

                  "Collateral" has the meaning specified in Section 2.1.

                  "Commodity  Account"  means any  "commodity  account," as such
         term is  defined  in  Article  or  Chapter  9 of the UCC,  now owned or
         hereafter  acquired  by  Debtor,  including,  without  limitation,  all
         accounts  maintained by a Commodity  Intermediary  in which a Commodity
         Contract is carried for Debtor.

                  "Commodity  Contract" means any "commodity  contract," as such
         term is  defined in  Article  or  Chapter 9 of the UCC,  and  includes,
         without limitation,  a commodity futures contract,  a commodity option,
         or other  contract  that,  in each case, is (a) traded on or subject to
         the rules of a board of trade  that has been  designated  as a contract
         market for such a contract pursuant to the federal commodities laws, or
         (b) traded on a foreign  commodity board of trade,  exchange or market,
         and is carried on the books of a Commodity Intermediary for a Commodity
         Customer.

                  "Commodity  Customer"  means any "commodity  customer" as such
         term is  defined in  Article  or  Chapter 9 of the UCC,  and  includes,
         without  limitation,  any  Person  for  whom a  Commodity  Intermediary
         carries a Commodity Contract on its books.

                  "Commodity  Intermediary" means any "commodity  intermediary,"
         as such term is defined in Article or Chapter 9 of the UCC,  including,
         without  limitation,  (a) a  Person  who  is  registered  as a  futures
         commission merchant under the federal commodities laws, or (b) a Person
         who in the  ordinary  course  of its  business  provides  clearance  or
         settlement  services for a board of trade that has been designated as a
         contract market pursuant to the federal commodities laws.


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                  "Copyright   License"  means  any  written  agreement  now  or
         hereafter  in  existence  granting  to  Debtor  any  right  to use  any
         Copyright including,  without limitation,  the agreements identified on
         Schedule 1.

                  "Copyright  Security  Agreement"  means a  copyright  security
         agreement,   executed  and  delivered  by  Debtor  to  Secured   Party,
         substantially  in the  form of  Exhibit  A, as  such  agreement  may be
         amended, supplemented or otherwise modified from time to time.

                  "Copyrights"  means all of the following:  (a) all copyrights,
         works protectable by copyright,  copyright  registrations and copyright
         applications of Debtor, including,  without limitation, those set forth
         on Schedule 1; (b) all renewals,  extensions and modifications thereof;
         (c) all income, royalties, damages, profits and payments relating to or
         payable  under  any of the  foregoing;  (d) the  right to sue for past,
         present or future infringements of any of the foregoing;  (e) all other
         rights and benefits  relating to any of the  foregoing  throughout  the
         world;  and (f) all goodwill  associated  with and symbolized by any of
         the foregoing; in each case, whether now owned or hereafter acquired by
         Debtor.

                  "Deposit   Accounts"  means  any  and  all  deposit   accounts
         (including  cash  collateral  accounts),  bank  accounts or  investment
         accounts  now  owned  or  hereafter   acquired  or  opened  by  Debtor,
         including,  without limitation,  those set forth on Schedule 2, and any
         account which is a replacement  or substitute for any of such accounts,
         together with all monies,  Instruments,  certificates,  checks, drafts,
         wire transfer  receipts and other  property  deposited  therein and all
         balances therein and all investments made with funds deposited  therein
         or  otherwise  held  in  connection   therewith,   including,   without
         limitation, indebtedness (howsoever evidenced) and/or securities issued
         or guaranteed by the  government of the U.S.,  certificates  of deposit
         and all contract rights, General Intangibles,  contracts,  Instruments,
         Investment Property, Security Entitlements, Financial Assets, Commodity
         Contracts and other  Documents  now or hereafter  existing with respect
         thereto,   including,  but  not  limited  to,  any  and  all  renewals,
         extensions,  reissuances and  replacements and  substitutions  therefor
         with all earnings,  profits or other Proceeds  therefrom in the form of
         interest  or  otherwise,  from time to time  representing,  evidencing,
         deposited into or held in the Deposit Accounts.

                  "Document"  means any  "document,"  as such term is defined in
         Article or Chapter 9 of the UCC,  now owned or  hereafter  acquired  by
         Debtor, including,  without limitation,  all documents of title and all
         receipts  covering,  evidencing  or  representing  goods  now  owned or
         hereafter acquired by Debtor.

                  "Entitlement  Holder" means any "entitlement  holder", as such
         term is defined  in  Article or Chapter 8 of the UCC,  and in any event
         shall  include,  but not be limited  to, any Person  identified  in the
         records of a Securities  Intermediary  as the Person  having a Security
         Entitlement  against the Securities  Intermediary,  including,  without
         limitation,  any Person  who  acquires  a  security  entitlement  under
         Article or Chapter 8 of the UCC.

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
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                  "Equipment"  means any "equipment," as such term is defined in
         Article or Chapter 9 of the UCC,  now owned or  hereafter  acquired  by
         Debtor  and,  in any event,  shall  include,  without  limitation,  all
         machinery,  equipment,  furniture,  fixtures, trade fixtures, trailers,
         rolling  stock,  vessels,  aircraft and vehicles now owned or hereafter
         acquired  by  Debtor  and  any  and all  additions,  substitutions  and
         replacements of any of the foregoing,  wherever located,  together with
         all attachments, components, parts, equipment and accessories installed
         thereon or affixed thereto.

                  "Financial Asset" means any "financial asset," as such term is
         defined  in Article  or  Chapter 8 of the UCC,  and in any event  shall
         include,  but not be limited to, any (a) Security,  (b) obligation of a
         Person or a share,  participation  or other  interest in a Person or in
         property or an enterprise of a Person, which is, or is of a type, dealt
         in or traded on financial  markets,  or which is recognized in any area
         in which it is issued or dealt in as a medium for  investment,  and (c)
         any  property  that is held by a  Securities  Intermediary  for another
         Person in a  Securities  Account  if the  Securities  Intermediary  has
         expressly  agreed  with the other  Person  that the  property  is to be
         treated as a Financial Asset under Article or Chapter 8 of the UCC.

                  "General Intangibles" means any "general intangibles," as such
         term is  defined  in  Article  or  Chapter  9 of the UCC,  now owned or
         hereafter acquired by Debtor and, in any event, shall include,  without
         limitation,  each of the  following,  whether  now  owned or  hereafter
         acquired by Debtor:  (a) all of Debtor's  service  marks,  trade names,
         trade secrets, registrations,  goodwill, franchises, licenses, permits,
         proprietary  information,  customer lists, designs and inventions;  (b)
         all of Debtor's  books and  records,  data,  plans,  manuals,  computer
         software,  computer tapes,  computer disks,  computer programs,  source
         codes, object codes,  management  information systems and all rights of
         Debtor to retrieve data and other  information from third parties;  (c)
         all of Debtor's contract rights,  partnership interests,  joint venture
         interests,   securities,  deposit  accounts,  investment  accounts  and
         certificates  of  deposit;  (d) all rights of Debtor to  payment  under
         letters of credit and similar  agreements;  (e) all tax refunds and tax
         refund claims of Debtor;  (f) all choses in action and causes of action
         of Debtor (whether  arising in contract,  tort or otherwise and whether
         or not currently in  litigation)  and all judgments in favor of Debtor;
         (g) all rights and claims of Debtor under  warranties and  indemnities;
         and (h) all  rights of Debtor  under any  insurance,  surety or similar
         contract or arrangement.

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

                  "Guarantee" by any Person means any indebtedness, liability or
         obligation,  contingent  or  otherwise,  of  such  Person  directly  or
         indirectly  guaranteeing  any Debt or  other  obligation  of any  other
         Person and,  without  limiting the  generality  of the  foregoing,  any
         indebtedness,  liability or obligation,  direct or indirect, contingent
         or  otherwise,  of such  Person (a) to  purchase  or pay (or advance or
         supply  funds  for the  purchase  or  payment  of)  such  Debt or other
         obligation (whether arising by virtue of partnership  arrangements,  by
         agreement  to  keep-well,  to purchase  assets,  goods,  securities  or
         services, to take-or-pay, or to maintain financial statement conditions
         or  otherwise)  or (b) entered  into for the purpose of assuring in any
         other manner the obligee of such Debt or other indebtedness,  liability
         or  obligation  as to the  payment  thereof or to protect  the  obligee
         against loss in respect  thereof (in whole or in part),  provided  that
         the term  Guarantee  shall not include  endorsements  for collection or
         deposit in the ordinary course of business.  The term  "Guarantee" used
         as a verb has a  corresponding  meaning.  The  amount of any  Guarantee
         shall be  deemed to be an amount  equal to the  stated or  determinable
         amount of the primary  obligation in respect of which such Guarantee is
         made  or,  if not  stated  or  determinable,  the  maximum  anticipated
         liability  in respect  thereof  (assuming  such  Person is  required to
         perform thereunder).


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                  "Instrument"  means any  "instrument," as such term is defined
         in Article or Chapter 9 of the UCC, now owned or hereafter  acquired by
         Debtor, and, in any event, shall include all promissory notes,  drafts,
         bills of exchange and trade acceptances of Debtor, whether now owned or
         hereafter acquired.

                  "Intellectual   Property"  means  the  Copyrights,   Copyright
         Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses.

                  "Inventory"  means any "inventory," as such term is defined in
         Article or Chapter 9 of the UCC,  now owned or  hereafter  acquired  by
         Debtor, and, in any event, shall include,  without limitation,  each of
         the following,  whether now owned or hereafter  acquired by Debtor: (a)
         all goods and other personal  property of Debtor that are held for sale
         or lease or to be furnished under any contract of service;  (b) all raw
         materials,  work-in-process,  finished goods,  inventory,  supplies and
         materials  of Debtor;  (c) all  wrapping,  packaging,  advertising  and
         shipping materials of Debtor; (d) all goods that have been returned to,
         repossessed  by or stopped in transit by Debtor;  and (e) all Documents
         evidencing any of the foregoing.

                  "Investment Property" means any "investment property," as such
         term is  defined  in  Article  or  Chapter  9 of the UCC,  now owned or
         hereafter acquired by Debtor, and, in any event, shall include, without
         limitation,  each of the  following,  whether  now  owned or  hereafter
         acquired by Debtor:  (a) the Securities  Accounts and other  Investment
         Property  described on Schedule 3; (b) any  Security or Capital  Stock,
         whether certificated or uncertificated;  (c) any Security  Entitlement;
         (d) any Securities  Account;  (e) any Commodity  Contract;  and (f) any
         Commodity Account.

                  "Issuer"  means  any  "issuer,"  as such  term is  defined  in
         Article or Chapter 8 of the UCC,  and in any event shall  include,  but
         not be limited to, any Person that, with respect to an obligation on or
         a defense to a Security,  (a) places or  authorizes  the placing of its
         name on a Security Certificate,  other than as authenticating  trustee,
         registrar,   transfer   agent  or  the  like,   to  evidence  a  share,
         participation or other interest in its property or in an enterprise, or
         to  evidence  its duty to  perform  an  obligation  represented  by the
         certificate;  (b) creates a share,  participation  or other interest in
         its property or in an enterprise, or undertakes an obligation,  that is
         an  Uncertificated  Security;  (c)  directly  or  indirectly  creates a
         fractional  interest  in its  rights  or  property,  if the  fractional
         interest  is  represented  by a Security  Certificate;  or (d)  becomes
         responsible for, or in the place of, another Issuer.


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                  "License"  means any  permit,  certificate,  approval,  order,
         license or other authorization.

                  "Obligations" means the "Obligations," as such term is defined
         in  the  Loan  Agreement,   and  the   obligations,   indebtedness  and
         liabilities  of Debtor under this Agreement and any other Loan Document
         to which Debtor may be a party.

                  "Patent License" means any written  agreement now or hereafter
         in existence granting to Debtor any right to use any invention on which
         a Patent is in existence including,  without limitation, the agreements
         described on Schedule 1.

                  "Patent Security  Agreement" means a patent security agreement
         executed and delivered by Debtor to Secured Party, substantially in the
         form of Exhibit B, as such  agreement may be amended,  supplemented  or
         otherwise modified from time to time.

                  "Patents" means all of the following:  (a) all patents, patent
         applications and patentable  inventions of Debtor,  including,  without
         limitation,  those set forth on Schedule  1, and all of the  inventions
         and improvements  described and claimed therein; (b) all continuations,
         divisions,   renewals,   extensions,   modifications,    substitutions,
         continuations-in-  part or  reissues of any of the  foregoing;  (c) all
         income, royalties, profits, damages, awards and payments relating to or
         payable  under  any of the  foregoing;  (d) the  right to sue for past,
         present and future infringements of any of the foregoing; (e) all other
         rights and benefits  relating to any of the  foregoing  throughout  the
         world;  and (f) all goodwill  associated with any of the foregoing;  in
         each case, whether now owned or hereafter acquired by Debtor.

                  "Person"   means   any   individual,    corporation,    trust,
         association,  company,  partnership,  joint venture,  limited liability
         company, joint stock company, Governmental Authority or other entity.

                  "Pledged  Collateral"  has the  meaning  specified  in Section
         4.16(b)(i).

                  "Pledged  Shares"  means all  Capital  Stock now or  hereafter
         owned by Debtor, including,  without limitation,  the shares of Capital
         Stock described on Schedule 4.

                  "Proceeds"  means any  "proceeds,"  as such term is defined in
         Article or Chapter 9 of the UCC and, in any event,  shall include,  but
         not be  limited  to,  (a)  any  and  all  proceeds  of  any  insurance,
         indemnity,  warranty  or  guaranty  payable to Debtor from time to time
         with respect to any of the Collateral, (b) any and all payments (in any
         form whatsoever) made or due and payable to Debtor from time to time in
         connection with any requisition, confiscation, condemnation, seizure or
         forfeiture  of all or any part of the  Collateral  by any  Governmental
         Authority (or any Person acting, or purporting to act, for or on behalf
         of any Governmental Authority),  and (c) any and all other amounts from
         time to time paid or  payable  under or in  connection  with any of the
         Collateral.

                  "Securities  Account" means any "securities  account," as such
         term is defined  in  Article or Chapter 8 of the UCC,  and in any event
         shall include,  but not be limited to, any account to which a Financial
         Asset is or may be credited in accordance with an agreement under which
         the Person  maintaining the account  undertakes to treat the Person for
         whom the account is  maintained as entitled to exercise the rights that
         comprise the Financial Asset.


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                  "Securities Intermediary" means any "securities intermediary,"
         as such term is defined in Article or Chapter 8 of the UCC,  and in any
         event  shall  include,   but  not  be  limited  to,  any  (a)  Clearing
         Corporation,  or (b) Person,  including  a bank or Broker,  that in the
         ordinary  course of its  business  maintains  Securities  Accounts  for
         others and is acting in that capacity.

                  "Security"  means any  "security,"  as such term is defined in
         Article or Chapter 8 of the UCC and, in any event,  shall include,  but
         not  be  limited  to,  any   obligation   of  an  Issuer  or  a  share,
         participation  or other  interest  in an  Issuer or in  property  or an
         enterprise  of  an  Issuer  (a)  which  is  represented  by a  Security
         Certificate in bearer or registered  form, or the transfer of which may
         be registered upon books maintained for that purpose by or on behalf of
         the  Issuer,  (b)  which is one of a class or series or by its terms is
         divisible into a class or series of shares,  participations,  interests
         or  obligations,  and (c) which  (i) is,  or is of a type,  dealt in or
         traded on  securities  exchanges or  securities  markets,  or (ii) is a
         medium for investment and by its terms expressly  provides that it is a
         security governed by Article or Chapter 8 of the UCC.

                  "Security  Certificate"  means any "security  certificate," as
         such term is defined  in  Article  or Chapter 8 of the UCC,  and in any
         event  shall   include,   but  not  be  limited  to,  any   certificate
         representing a Security.

                  "Security  Entitlement"  means any "security  entitlement," as
         such term is defined  in  Article  or Chapter 8 of the UCC,  and in any
         event  shall  include,  but not be  limited  to,  any of the rights and
         property interests of an Entitlement Holder with respect to a Financial
         Asset.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
         corporation  or  other  entity  of which  at  least a  majority  of the
         outstanding shares of stock or other ownership  interests having by the
         terms thereof ordinary voting power to elect a majority of the board of
         directors (or Persons performing similar functions) of such corporation
         or entity (irrespective of whether or not at the time, in the case of a
         corporation,  stock of any other  class or classes of such  corporation
         shall have or might have voting power by reason of the happening of any
         contingency) is at the time directly or indirectly  owned or controlled
         by such Person or one or more of its Subsidiaries or by such Person and
         one or more of its Subsidiaries.

                  "Trademark   License"  means  any  written  agreement  now  or
         hereafter  in  existence  granting  to  Debtor  any  right  to use  any
         Trademark,  including, without limitation, the agreements identified on
         Schedule 1.

                  "Trademark  Security  Agreement"  means a  trademark  security
         agreement   executed  and   delivered  by  Debtor  to  Secured   Party,
         substantially  in the  form of  Exhibit  C, as  such  agreement  may be
         amended, supplemented or otherwise modified from time to time.

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                  "Trademarks"  means all of the following:  (a) all trademarks,
         trade names, corporate names, company names, business names, fictitious
         business  names,  trade styles,  service marks,  logos,  other business
         identifiers,  prints  and  labels  on which any of the  foregoing  have
         appeared or appear,  all registrations  and recordings  thereof and all
         applications in connection  therewith,  including,  without limitation,
         registrations,  recordings and applications in the United States Patent
         and  Trademark  Office or in any similar  office or agency of the U.S.,
         any state  thereof or any other  country or any  political  subdivision
         thereof, including,  without limitation, those described in Schedule 1;
         (b) all  reissues,  extensions  and renewals  thereof;  (c) all income,
         royalties, damages and payments now or hereafter relating to or payable
         under any of the foregoing,  including, without limitation,  damages or
         payments for past or future infringements of any of the foregoing;  (e)
         the right to sue for past,  present and future  infringements of any of
         the  foregoing;  (f) all rights  corresponding  to any of the foregoing
         throughout  the  world;  and  (g)  all  goodwill  associated  with  and
         symbolized by any of the foregoing;  in each case, whether now owned or
         hereafter acquired by Debtor.

                  "UCC"  means the Uniform  Commercial  Code as in effect in the
         State of Texas; provided, that if, by applicable law, the perfection or
         effect of perfection or non-perfection of the security interest created
         hereunder in any Collateral is governed by the Uniform  Commercial Code
         as in  effect on or after  the date  hereof in any other  jurisdiction,
         "UCC"  means the  Uniform  Commercial  Code as in effect in such  other
         jurisdiction  for purposes of the  provisions  hereof  relating to such
         perfection or the effect of perfection or non-perfection.

                  "Uncertificated Security" means any "uncertificated security,"
         as such term is defined in Article or Chapter 8 of the UCC,  and in any
         event shall  include,  but not be limited to, any Security  that is not
         represented by a certificate.

                  "U.S." means the United States of America.

         Section 1.2 Other Definitional  Provisions.  Terms used herein that are
defined in the Loan  Agreement and are not otherwise  defined  herein shall have
the meanings therefor specified in the Loan Agreement. References to "Sections,"
"subsections,"  "Exhibits" and  "Schedules"  shall be to Sections,  subsections,
Exhibits  and  Schedules,  respectively,  of  this  Agreement  unless  otherwise
specifically  provided.  All definitions contained in this Agreement are equally
applicable to the singular and plural forms of the terms defined. All references
to statutes and  regulations  shall  include any  amendments of the same and any
successor statutes and regulations. References to particular sections of the UCC
should be read to refer also to parallel sections of the Uniform Commercial Code
as  enacted  in each  state or  other  jurisdiction  where  any  portion  of the
Collateral is or may be located.

                                    ARTICLE 2

                                Security Interest
                                -----------------

         Section 2.1 Security  Interest.  As collateral  security for the prompt
payment and performance in full when due of the  Obligations  (whether at stated
maturity,  by acceleration or otherwise),  Debtor hereby pledges and assigns (as
collateral) to Secured Party,  and grants to Secured Party a continuing  lien on
and security  interest in, all of Debtor's  right,  title and interest in and to
the following,  whether now owned or hereafter  arising or acquired and wherever
located (collectively, the "Collateral"):


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                  (a) all Accounts;

                  (b) all Chattel Paper;

                  (c) all Instruments;

                  (d) all General Intangibles;

                  (e) all Documents;

                  (f) all Equipment (including, without limitation, Equipment at
         the locations set forth on Schedule 5 hereto);

                  (g) all Inventory (including, without limitation, Inventory at
         the locations set forth on Schedule 5 hereto);

                  (h) all Intellectual Property;

                  (i) all  Investment  Property,  and the  certificates  and all
         dividends,  cash,  instruments  and  other  property  from time to time
         received,  receivable  or otherwise  distributed  or  distributable  in
         respect of or in exchange for any or all of such Investment Property;

                  (j) all Deposit Accounts;

                  (k) the Pledged Shares and the  certificates  representing the
         Pledged  Shares,  all additional  Capital Stock of the  Subsidiaries of
         Debtor and all  dividends,  cash,  instruments  and other property from
         time  to  time  received,   receivable  or  otherwise   distributed  or
         distributable  in  respect  of or in  exchange  for  any  or all of the
         Pledged  Shares  or such  additional  Capital  Stock,  and all  rights,
         interests and other property,  including,  without limitation,  General
         Intangibles,  relating  to  any or all  of  the  Pledged  Shares,  such
         additional  Capital Stock and such  dividends,  cash,  instruments  and
         other property;

                  (l) all  indebtedness  from time to time owed to Debtor by its
         Subsidiaries and the instruments evidencing such indebtedness,  and all
         interest,  cash,  instruments  and  other  property  from  time to time
         received,  receivable  or otherwise  distributed  or  distributable  in
         respect of or in exchange for any or all of such indebtedness;

                  (m) all proceeds, in cash or otherwise, of any of the property
         described  in the  foregoing  clauses  (a)  through  (l) and all liens,
         security, rights, remedies and claims of Debtor with respect thereto;


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                  (n) all other  goods and  personal  property  of Debtor of any
         kind or character,  whether tangible or intangible,  including, without
         limitation,  any and all rights in and claims under insurance policies,
         judgments and rights thereunder, and tort claims; and

                  (o) all Proceeds and products of any or all of the foregoing.

         Section  2.2 Debtor  Remains  Liable.  Notwithstanding  anything to the
contrary  contained herein,  (a) Debtor shall remain liable under the contracts,
agreements,  documents and instruments  included in the Collateral to the extent
set forth therein to perform all of its duties and obligations thereunder to the
same extent as if this  Agreement  had not been  executed,  (b) the  exercise by
Secured  Party of any of its  rights or  remedies  hereunder  shall not  release
Debtor from any of its duties or obligations  under the  contracts,  agreements,
documents  and  instruments  included in the  Collateral,  and (c) Secured Party
shall  not have any  indebtedness,  liability  or  obligation  under  any of the
contracts,  agreements,  documents and instruments included in the Collateral by
reason of this  Agreement,  and Secured  Party shall not be obligated to perform
any of the  obligations or duties of Debtor  thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.

         Section 2.3 Delivery of  Collateral.  All  certificates  or instruments
representing or evidencing the Pledged Shares,  any Instruments or Chattel Paper
or any other Collateral including,  without limitation, any Investment Property,
promptly upon Debtor gaining any rights therein,  shall be delivered to and held
by or on behalf of Secured Party  pursuant  hereto in suitable form for transfer
by  delivery,  or  accompanied  by duly  executed  instruments  of  transfer  or
assignment  in  blank,  all in form and  substance  reasonably  satisfactory  to
Secured Party.  After the occurrence and during the  continuation of an Event of
Default, Secured Party shall have the right at any time to exchange certificates
or  instruments  representing  or  evidencing  any  Pledged  Collateral  in  its
possession for certificates or instruments of smaller or larger denominations.

                                    ARTICLE 3

                         Representations and Warranties
                         ------------------------------

         To induce Secured Party to enter into this Agreement and the other Loan
Documents, Debtor represents and warrants that:

         Section 3.1 Title.  Debtor is, and with respect to Collateral  acquired
after the date  hereof  Debtor  will be, the legal and  beneficial  owner of the
Collateral  free and clear of any Lien or other  encumbrance,  except  for Liens
otherwise  expressly  permitted  by Secured  Party in the Loan  Agreement or any
other Loan Document (hereinafter "Permitted Liens").

         Section 3.2  Accounts.  Unless  Debtor has given  Secured Party written
notice  to the  contrary,  whenever  the  security  interest  granted  hereunder
attaches to an Account, Debtor shall be deemed to have represented and warranted
to Secured Party as to each of its Accounts at the time of its creation that, to
the best of Debtor's  knowledge  (a) each Account is genuine and in all respects
what it purports to be, (b) each Account represents the legal, valid and binding
obligation of the account debtor evidencing indebtedness unpaid and owed by such
account  debtor,  (c) except for defenses and business  disputes  arising in the
ordinary course of business which in the aggregate are not material,  the amount
of each  Account  represented  as  owing  is the  correct  amount  actually  and
unconditionally  owing except for normal trade discounts granted in the ordinary
course of business, and (d) except for defenses and business disputes arising in
the ordinary  course of business  which in the aggregate  are not  material,  no
Account is subject to any offset, counterclaim or other defense.

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         Section 3.3  Financing  Statements.  No financing  statement,  security
agreement or other Lien instrument covering all or any part of the Collateral is
on file in any public office,  except as may have been filed in favor of Secured
Party pursuant to this Agreement and except for financing statements  evidencing
Permitted Liens. Except as otherwise disclosed on Schedule 6 hereto, Debtor does
not do business and has not done business within the past five (5) years under a
trade name or any name other than its legal name set forth at the  beginning  of
this Agreement.

         Section  3.4  Principal  Place  of  Business.  The  principal  place of
business and chief executive office of Debtor, and the office where Debtor keeps
its books  and  records,  is  located  at the  address  of  Debtor  shown at the
beginning of this Agreement.

         Section 3.5 Location of Collateral.  All Inventory (except Inventory in
transit) and Equipment  (other than vehicles) of Debtor is located at the places
specified on Schedule 5 hereto.  If any such  location is leased by Debtor,  the
name and address of the landlord leasing such location is identified on Schedule
5 hereto.  All Inventory  (except  Inventory in transit) and  Equipment  will be
located only at (a) the specific  locations which are described as locations for
such types of Inventory and Equipment on Schedule 5 hereto or (b) subject to the
requirements  of  this  Agreement,  such  other  locations  as may be  expressly
identified  by Debtor from time to time as locations for such types of Inventory
and Equipment, which identification shall be set forth in a written notice given
by Debtor to  Secured  Party at least 30 days  prior to the date upon  which any
such  Inventory or Equipment is located at such  location.  Debtor has exclusive
possession  and control of its  Inventory and  Equipment.  None of the Inventory
(other  than  Inventory  in transit as to which all  Documents  evidencing  such
Inventory  have been  delivered  to  Secured  Party) or  Equipment  (other  than
vehicles) of Debtor is evidenced by a Document (including, without limitation, a
negotiable  document of title).  All  Instruments,  Chattel  Paper and  Security
Certificates of Debtor have been delivered to Secured Party.

         Section  3.6  Perfection.  Upon the filing of Uniform  Commercial  Code
financing  statements in the jurisdictions listed on Schedule 7, the filing of a
Patent Security  Agreement (if any) and a Trademark  Security Agreement (if any)
with the United States Patent and  Trademark  Office,  the filing of a Copyright
Security  Agreement (if any) with the United States Copyright  Office,  and upon
Secured  Party's  obtaining  possession  of the  Pledged  Shares  and all  other
Instruments,  Chattel Paper and Security  Certificates  of Debtor,  the security
interest in favor of Secured  Party created  herein will  constitute a valid and
perfected  Lien upon and  security  interest in the  Collateral  (except for (a)
vehicles covered by certificates of title, and (b) other Property  excluded from
the application of Article or Chapter 9 of the UCC by Section 9-104 of the UCC),
subject  to no equal or prior  Liens  except  for  those  Liens  (if any)  which
constitute Permitted Liens and are permitted by the Loan Agreement to have equal
or greater priority.


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<PAGE>

         Section  3.7  Inventory.  All  production  (if  any)  and  purchase  of
Inventory by Debtor has been in  compliance  with all  requirements  of the Fair
Labor Standards Act.

         Section 3.8 Intellectual Property.

                  (a) All of the Intellectual Property is subsisting,  valid and
         enforceable.  The  information  contained on Schedule 1 hereto is true,
         correct and complete.  All Intellectual  Property  existing on the date
         hereof is identified on Schedule 1 hereto.

                  (b) Debtor is the sole and  exclusive  owner of the entire and
         unencumbered  right,  title  and  interest  in and to the  Intellectual
         Property free and clear of any Liens,  including,  without  limitation,
         any pledges,  assignments,  licenses,  user agreements and covenants by
         Debtor not to sue third Persons, other than Permitted Liens.

                  (c)  No  claim  has  been  made  that  the  use  of any of the
         Intellectual  Property  violates or may violate the rights of any third
         Person.

                  (d) Each of the Patents and Trademarks  identified on Schedule
         1 hereto has been properly registered with the United States Patent and
         Trademark  Office and each of the  Copyrights  identified on Schedule 1
         hereto has been properly  registered  with the United States  Copyright
         Office.

         Section 3.9 Pledged Shares and Instruments.

                  (a) The Pledged  Shares have been duly  authorized and validly
         issued  and are  fully  paid and  nonassessable  under  the laws of the
         jurisdiction of  incorporation  or organization of the issuers thereof.
         To the best  knowledge  of  Debtor,  the  Instruments  have  been  duly
         authorized  and validly  issued and  constitute  legal and  enforceable
         indebtedness of the makers or issuers thereof.

                  (b) Debtor is the legal and  beneficial  owner of the  Pledged
         Shares and the Instruments,  free and clear of any Lien (other than the
         Lien created by this Agreement),  and Debtor has not sold,  granted any
         option with respect to, assigned,  transferred or otherwise disposed of
         any of its  rights  or  interest  in or to the  Pledged  Shares  or the
         Instruments.

                  (c) On the date  hereof,  the Pledged  Shares  constitute  the
         percentage of the issued and  outstanding  Capital Stock of the issuers
         thereof  indicated  on Schedule 4, as such  Schedule 4 may from time to
         time be supplemented, amended or modified.

         Section 3.10 Investment  Property.  As of the Closing Date,  Schedule 3
contains a complete and accurate description of all Investment Property owned by
Debtor.


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<PAGE>

                                    ARTICLE 4

                                    Covenants

         Debtor   covenants  and  agrees  with  Secured  Party  that  until  the
Obligations are paid and performed in full:

         Section 4.1 Encumbrances.  Debtor shall not create, permit or suffer to
exist, and shall defend the Collateral against, any Lien or other encumbrance on
the Collateral  except for those Permitted Liens (if any) which are permitted to
attach to the Collateral in accordance with the Loan Agreement, and shall defend
Debtor's  rights in the  Collateral  and Secured  Party's  pledge and collateral
assignment  of and security  interest in the  Collateral  against the claims and
demands of all Persons.  Debtor shall do nothing to impair the rights of Secured
Party in the Collateral.

         Section 4.2 Modification of Accounts.  Debtor shall, in accordance with
prudent  business  practices,  endeavor to collect or cause to be collected from
each  account  debtor under its  Accounts,  as and when due, any and all amounts
owing under such Accounts.  Without the prior written  consent of Secured Party,
Debtor shall not, other than in the ordinary  course of business and pursuant to
customary business  practices in Debtor's  industry,  (a) grant any extension of
time for any  payment  with  respect  to any of the  Accounts,  (b)  compromise,
compound or settle any of the  Accounts  for less than the full amount  thereof,
(c) release,  in whole or in part,  any Person  liable for payment of any of the
Accounts,  (d) allow any credit or  discount  for  payment  with  respect to any
Account other than trade  discounts  granted in the ordinary course of business,
or (e) release any Lien or Guarantee securing any Account.

         Section 4.3 Disposition of Collateral. Except as expressly permitted by
the  terms of the Loan  Agreement,  Debtor  shall not sell,  lease,  assign  (by
operation of law or otherwise) or otherwise dispose of, or grant any option with
respect to, the Collateral or any part thereof without the prior written consent
of Secured Party.

         Section 4.4 Further Assurances. At any time and from time to time, upon
the request of Secured  Party,  and at the sole expense of Debtor,  Debtor shall
promptly  execute  and  deliver  all  such  further  agreements,  documents  and
instruments  and take such further action as Secured Party may  reasonably  deem
necessary or  appropriate  to preserve and perfect its security  interest in and
pledge and collateral  assignment of the Collateral and carry out the provisions
and  purposes of this  Agreement  or to enable  Secured  Party to  exercise  and
enforce its rights and remedies hereunder with respect to any of the Collateral,
and,  to the extent any of the  Collateral  at any time  constitutes  Investment
Property,  then Debtor shall cause Secured Party to obtain "control," as defined
in Article  or  Chapter 8 of the UCC,  of such  Collateral  in one (or more,  if
Secured Party reasonably so requests) of the manners prescribed in Section 8-106
of the UCC.  Debtor  and  Secured  Party  agree  that the grant of the  security
interest in the Investment  Property  pursuant to this Agreement  shall have the
effect of a delivery of such  securities  to Secured  Party  pursuant to Section
8-301 of the UCC,  and the effect of a taking of  delivery  by Secured  Party of
such  Collateral  in  accordance  with  Section  8- 302 of the  UCC.  Except  as
otherwise  expressly  permitted by the terms of the Loan  Agreement  relating to
disposition  of assets and except for Permitted  Liens,  Debtor agrees to defend
the title to the  Collateral  and the Lien thereon of Secured  Party against the
claim of any other  Person and to  maintain  and  preserve  such  Lien.  Without
limiting the generality of the  foregoing,  Debtor shall (a) execute and deliver
to Secured  Party such  financing  statements  as Secured Party may from time to
time require; (b) deliver and pledge to Secured Party all Documents  (including,
without  limitation,  all documents of title) evidencing  Inventory or Equipment
(except for certificates of title covering  vehicles) and cause Secured Party to
be named as lienholder on all such Documents;  (c) deliver and pledge to Secured
Party  all   Instruments   and  Chattel  Paper  of  Debtor  with  any  necessary
endorsements;   and  (d)  execute  and  deliver  to  Secured  Party  such  other
agreements,  documents and  instruments  as Secured Party may require to perfect
and maintain the validity,  effectiveness  and priority of the Liens intended to
be created by the Loan Documents. Debtor authorizes Secured Party to file one or
more financing or continuation statements,  and amendments thereto,  relating to
all or any  part  of the  Collateral  without  the  signature  of  Debtor  where
permitted by law. A carbon, photographic or other reproduction of this Agreement
or of any financing  statement covering the Collateral or any part thereof shall
be  sufficient  as a  financing  statement  and  may  be  filed  as a  financing
statement.

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<PAGE>

         Section  4.5  Insurance.  Debtor  will,  at its own  expense,  maintain
insurance with respect to all Collateral in such amounts, against such risks, in
such form and with such insurers, as shall be satisfactory to Secured Party from
time to time.  If requested by Secured  Party,  each policy for property  damage
insurance shall provide for all proceeds  thereof to be paid directly to Secured
Party.  If requested by Secured  Party,  each policy of insurance  maintained by
Debtor  shall (i) name Debtor and Secured  Party as insured  parties  thereunder
(without any  representation or warranty by or obligation upon Secured Party) as
their  interests may appear,  (ii) contain the agreement by the insurer that all
proceeds of such policy shall be payable to Secured  Party  notwithstanding  any
action,  inaction  or breach of  representation  or  warranty  by Debtor,  (iii)
provide  that there shall be no recourse  against  Secured  Party for payment of
premiums or other amounts with respect  thereto,  and (iv) provide that at least
ten (10) days prior written notice of cancellation or of lapse shall be given to
Secured  Party by the  insurer.  Debtor will,  if  requested  by Secured  Party,
deliver to Secured Party  original or duplicate  policies of such insurance and,
as often as  Secured  Party may  reasonably  request,  a report  of a  reputable
insurance  broker  with  respect to such  insurance.  Debtor  will also,  at the
request of Secured Party, duly execute and deliver  instruments of assignment of
such insurance policies and cause the respective  insurers to acknowledge notice
of such  assignment.  All insurance  payments in respect of loss of or damage to
any  Collateral  shall  be  paid  to  Secured  Party,  as  provided  for in this
paragraph,   and  applied  as  Secured  Party  in  its  sole  discretion   deems
appropriate.

         Section 4.6  Bailees.  If any of the  Collateral  is at any time in the
possession or control of any  warehouseman,  bailee or any of Debtor's agents or
processors,  Debtor  shall,  at  the  request  of  Secured  Party,  notify  such
warehouseman,  bailee,  agent or  processor  of the  security  interest  created
hereunder  and shall  instruct such Person to hold such  Collateral  for Secured
Party's account subject to Secured Party's instructions.

         Section 4.7  Inspection  Rights.  Debtor shall permit Secured Party and
its representatives to examine, inspect and audit the Collateral and to examine,
inspect and audit Debtor's books and records at any reasonable  time, and as the
Secured  Party may desire.  Secured  Party may at any time and from time to time
contact  account  debtors  to verify  the  existence,  amounts  and terms of the
Accounts.

         Section 4.8 Mortgagee and Landlord Waivers or  Subordinations.  Subject
to the  provisions of the Loan  Agreement,  Debtor shall cause each mortgagee of
real  property  owned by Debtor and each  landlord  of real  property  leased by
Debtor to execute and deliver instruments  satisfactory in form and substance to
Secured Party by which such  mortgagee or landlord  waives or  subordinates  its
rights, if any, in any of the Collateral.

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<PAGE>


         Section  4.9  Corporate  Changes.  Debtor  shall not  change  its name,
identity or  corporate  structure  in any manner  that might make any  financing
statement filed in connection with this Agreement  seriously  misleading  unless
Debtor  shall have given  Secured  Party thirty (30) days prior  written  notice
thereof  and shall have taken all action  deemed  necessary  or  appropriate  by
Secured  Party to protect its Liens and the  perfection  and  priority  thereof.
Debtor shall not change its principal place of business,  chief executive office
or the place  where it keeps its books and  records  unless it shall  have given
Secured Party thirty (30) days prior written notice thereof and shall have taken
all  action  deemed  necessary  or  appropriate  by  Secured  Party to cause its
security  interest in the Collateral to be perfected with the priority  required
by this Agreement.

         Section 4.10 Books and Records; Information. Debtor shall keep accurate
and  complete  books and records of the  Collateral  and  Debtor's  business and
financial  condition in accordance with GAAP.  Debtor shall from time to time at
the request of Secured Party deliver to Secured Party such information regarding
the Collateral and Debtor as Secured Party may  reasonably  request,  including,
without limitation, lists and descriptions of the Collateral and evidence of the
identity and existence of the Collateral.  To the extent required by Section 4.4
of this  Agreement,  Debtor  shall mark its books and  records  to  reflect  the
security interest of Secured Party under this Agreement.

         Section 4.11 Equipment and Inventory.

                  (a) Debtor shall keep the Equipment  (other than vehicles) and
         Inventory (other than Inventory in transit) at the locations  specified
         on Schedule 5 hereto or at such other places within the U.S.  where all
         action  required to perfect Secured  Party's  security  interest in the
         Equipment and Inventory  with the priority  required by this  Agreement
         shall have been  taken;  provided  that if any  Equipment  (other  than
         vehicles)  or  Inventory  (other  than  Inventory  in transit) is being
         relocated to any  jurisdiction  where the security  interest of Secured
         Party under this Agreement has not been previously  perfected,  then in
         such case Debtor shall deliver prompt (and in any event within not less
         than thirty (30) days) notice thereof to Secured Party.

                  (b) Debtor shall  maintain the Equipment and Inventory in good
         condition  and  repair   (ordinary  wear  and  tear  of  the  Equipment
         excepted).  Debtor  shall not  permit any waste or  destruction  of the
         Equipment or Inventory or any part thereof. Debtor shall not permit the
         Equipment or  Inventory  to be used in  violation  of any law,  rule or
         regulation  or the terms of any policy of  insurance.  Debtor shall not
         use or  permit  any of the  Equipment  or  Inventory  to be used in any
         manner or for any purpose  that would  impair its value or expose it to
         unusual risk.

                  (c) Debtor  shall  comply  with all  requirements  of the Fair
         Labor Standards Act in producing or purchasing Inventory.


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                  (d) Within forty-five (45) days of the end of each of Debtor's
         fiscal  quarters,  Debtor  shall  provide  Secured  Party with a report
         setting  forth in reasonable  detail any change  during such  preceding
         fiscal  quarter of the location of any  Equipment or Inventory  (unless
         such location is one of the locations  already  specified on Schedule 5
         hereto).

         Section 4.12 Warehouse Receipts  Non-Negotiable.  Debtor agrees that if
any warehouse  receipt or receipt in the nature of a warehouse receipt is issued
in respect of any of the  Collateral,  such warehouse  receipt or receipt in the
nature thereof shall not be "negotiable"  (as such term is used in Section 7-104
of the UCC) unless such  warehouse  receipt or receipt in the nature  thereof is
delivered to Secured Party.

         Section 4.13  Notification.  Debtor shall promptly notify Secured Party
of (a) any Lien,  encumbrance  or claim  (other than  Permitted  Liens) that has
attached to or been made or  asserted  against  any of the  Collateral,  (b) any
material change in any of the Collateral,  including,  without  limitation,  any
material  damage to or loss of  Collateral,  and (c) the occurrence of any other
event or condition (including,  without limitation, matters as to Lien priority)
that could have a material  adverse  effect on the  Collateral  or the  security
interest created hereunder.

         Section 4.14 Collection of Accounts. Debtor shall cause all collections
of Accounts and sales of Inventory to be conducted in compliance  with the terms
of the Loan  Agreement.  In  addition  all  cash  proceeds  (including,  without
limitation,  all  Proceeds  of  Collateral)  shall  be  deposited  directly,  as
received,  into one or more of the  Deposit  Accounts.  Debtor  agrees  that all
Proceeds of  Collateral  deposited in any  collection  account or  concentration
account  shall at all times  continue to be  Collateral  under the terms of this
Agreement.  Debtor shall cause each of the Deposit  Accounts to be  collaterally
assigned,  on a first  priority  basis,  to Secured  Party as  security  for the
payment and  performance of the  Obligations  pursuant to agreements in form and
substance reasonably  satisfactory to Secured Party which have been acknowledged
and agreed to by the depository banks on or before June 17, 2000.

         Section 4.15 Intellectual Property.  Except with the written consent of
Secured Party:

                  (a) Debtor shall  prosecute  diligently  all  applications  in
         respect of Intellectual Property, now or hereafter pending;

                  (b)  Debtor  shall  make  federal  applications  on all of its
         unpatented but patentable  inventions  and all of its  registrable  but
         unregistered  Copyrights  and  Trademarks  other  than  any  immaterial
         Patents,  Trademarks  and  Copyrights  which are not useful in Debtor's
         business;

                  (c) Debtor  shall  preserve  and maintain all of its rights in
         the Intellectual  Property and shall protect the Intellectual  Property
         from infringement, unfair competition,  cancellation or dilution by all
         appropriate action, including, without limitation, the commencement and
         prosecution of legal  proceedings to recover  damages for  infringement
         and to defend and preserve its rights in the Intellectual Property;


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<PAGE>

                  (d) Debtor shall not abandon any of the Intellectual  Property
         except for any immaterial  Intellectual Property which is not useful in
         Debtor's business;

                  (e) Debtor shall not sell or assign any of its interest in, or
         grant any license under  (except as permitted by Section  5.5),  any of
         the Intellectual Property and shall maintain the quality of any and all
         products and services with respect to which the  Intellectual  Property
         is  used.   Debtor  shall  not  enter  into  any  agreement   regarding
         Intellectual  Property,  including,  but not limited to, any  licensing
         agreement not permitted by Section 5.5, that is or may be  inconsistent
         with Debtor's obligations under this Agreement or any of the other Loan
         Documents;

                  (f) If Debtor shall obtain rights to or become entitled to the
         benefit of any  Intellectual  Property  not  identified  on  Schedule 1
         hereto,  Debtor shall give Secured Party prompt  written notice thereof
         and the provisions of this Agreement shall  automatically apply thereto
         and Debtor hereby authorizes Secured Party to modify or update Schedule
         1 hereto to include any such new Intellectual Property;

                  (g) Upon the  occurrence  of any event that would  require any
         addition to or modification of Schedule 1 hereto or upon the request of
         Secured  Party,  Debtor shall furnish to Secured Party  statements  and
         schedules further identifying the Intellectual  Property and such other
         items in connection with the Intellectual Property as Secured Party may
         request.  Promptly  upon the  request of Secured  Party,  Debtor  shall
         modify  this  Agreement  by  amending  Schedule 1 hereto to include any
         Intellectual Property that becomes part of the Collateral;

                  (h)  If an  Event  of  Default  shall  have  occurred  and  be
         continuing,  Debtor shall use its best efforts to obtain any  consents,
         waivers or agreements necessary to enable Secured Party to exercise its
         rights and remedies with respect to the Intellectual Property; and

                  (i) Debtor shall, at the request of Secured Party, execute and
         deliver to  Secured  Party a  Copyright  Security  Agreement,  a Patent
         Security  Agreement,  a  Trademark  Security  Agreement  and all  other
         agreements,  documents, instruments and other items as may be necessary
         for  Secured  Party to file  such  agreements  with the  United  States
         Copyright Office, the United States Patent and Trademark Office and any
         similar domestic or foreign office,  department or agency. Debtor will,
         at any time and from time to time upon the  request of  Secured  Party,
         execute  and  deliver  to  Secured  Party  all such  other  agreements,
         documents,   instruments  and  other  items  as  may  be  necessary  or
         appropriate  for  Secured  Party to create  and  perfect  its  security
         interest  in the  Intellectual  Property  and to make  all  appropriate
         filings with respect thereto.

         Section 4.16      Voting Rights, Distributions, Etc.

                  (a) So long as no Event of Default  shall have occurred and be
         continuing:

                           (i) Debtor  shall be entitled to exercise any and all
                  voting  and  other  consensual  rights   (including,   without
                  limitation,   the  right  to  give   consents,   waivers   and
                  notifications  in  respect of any of the  Pledged  Collateral)
                  pertaining  to any  of  the  Pledged  Collateral  or any  part
                  thereof;  provided,  however,  that without the prior  written
                  consent of Secured  Party,  no vote shall be cast or  consent,
                  waiver or  ratification  given or action taken which would (x)
                  be  inconsistent   with  or  violate  any  provision  of  this
                  Agreement or any other Loan  Document or (y) amend,  modify or
                  waive any term,  provision or condition of the  certificate of
                  incorporation,  by-laws,  certificate of formation,  operating
                  agreement  or  other  charter   document  or  other  agreement
                  relating  to,  evidencing,  providing  for the  issuance of or
                  securing  any  Collateral;  and  provided  further that Debtor
                  shall  give  Secured  Party at least five (5)  Business  Days'
                  prior written  notice in the form of an officer's  certificate
                  of the manner in which it intends to exercise,  or the reasons
                  for refraining from exercising, any voting or other consensual
                  rights  pertaining to the Collateral or any part thereof which
                  might  have a  material  adverse  effect  on the  value of the
                  Collateral or any part thereof; and


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                           (ii) Unless an Event of Default  shall have  occurred
                  and be  continuing,  Debtor  shall be  entitled to receive and
                  retain any and all  dividends  and interest paid in respect of
                  any of the  Collateral  to the  extent  permitted  by the Loan
                  Agreement.   During  the  continuance  of  any  Default,   any
                  dividends,  interest or other distributions  (whether in cash,
                  securities,  property  or  otherwise)  received by Debtor with
                  respect to any Pledged  Collateral  shall be held by Debtor in
                  trust for the benefit of Secured  Party and,  upon the request
                  of Secured Party, shall be delivered promptly to Secured Party
                  to hold as  Collateral  or shall be applied  by Secured  Party
                  toward payment of the Obligations, as Secured Party may in its
                  discretion  determine.  If such  Default is waived or cured to
                  the  satisfaction  of Secured  Party,  any such  distributions
                  shall be returned  promptly to Debtor  (provided that no other
                  Default or Event of Default  exists).  If such Default remains
                  uncured   and   becomes   an  Event  of   Default,   any  such
                  distributions  will be applied by Secured Party as provided in
                  the Loan Agreement.

                  (b)  Upon the  occurrence  and  during  the  continuance  of a
         Default or an Event of Default:

                           (i)  Secured  Party  may,  without  notice to Debtor,
                  transfer or  register  in the name of Secured  Party or any of
                  its nominees any or all of the Collateral described in Section
                  2.1(m) or Section  2.1(n),  the  proceeds  thereof (in cash or
                  otherwise)  and all  liens,  security,  rights,  remedies  and
                  claims of  Debtor  with  respect  thereto  (collectively,  the
                  "Pledged  Collateral")  held by Secured Party  hereunder,  and
                  Secured Party or its nominee may thereafter, after delivery of
                  notice to Debtor,  exercise all voting and corporate rights at
                  any meeting of any corporation,  partnership or other business
                  entity  issuing any of the Pledged  Collateral and any and all
                  rights  of  conversion,  exchange,  subscription  or any other
                  rights, privileges or options pertaining to any of the Pledged
                  Collateral  as  if  it  were  the  absolute   owner   thereof,
                  including,  without  limitation,  the right to exchange at its
                  discretion  any and all of the  Pledged  Collateral  upon  the
                  merger,  consolidation,  reorganization,  recapitalization  or
                  other  readjustment of any  corporation,  partnership or other
                  business entity issuing any of such Pledged Collateral or upon
                  the exercise by any such issuer or Secured Party of any right,
                  privilege  or  option   pertaining   to  any  of  the  Pledged
                  Collateral,  and  in  connection  therewith,  to  deposit  and
                  deliver  any  and  all  of the  Pledged  Collateral  with  any
                  committee,  depositary,  transfer  agent,  registrar  or other
                  designated  agency  upon such terms and  conditions  as it may
                  determine,   all  without  liability  except  to  account  for
                  property actually received by it, but Secured Party shall have
                  no duty to exercise any of the aforesaid rights, privileges or
                  options,  and Secured Party shall not be  responsible  for any
                  failure to do so or delay in so doing.

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                           (ii) All rights of Debtor to exercise  the voting and
                  other  consensual  rights which it would otherwise be entitled
                  to exercise  pursuant to subsection  4.16(a)(i) and to receive
                  the dividends, interest and other distributions which it would
                  otherwise  be  authorized  to receive  and retain  pursuant to
                  subsection  4.16(a)(ii)  shall be suspended until such Default
                  or Event of Default shall no longer exist, and all such rights
                  shall,  until such Default or Event of Default shall no longer
                  exist,  thereupon  become  vested in Secured Party which shall
                  thereupon  have the sole  right to  exercise  such  voting and
                  other  consensual  rights and to  receive  and hold as Pledged
                  Collateral such dividends, interest and other distributions.

                           (iii) All dividends, interest and other distributions
                  which are  received by Debtor  contrary to the  provisions  of
                  this  subsection  4.16(b)  shall be  received in trust for the
                  benefit of Secured Party, shall be segregated from other funds
                  of Debtor and shall be forthwith paid over to Secured Party as
                  Collateral in the same form as so received (with any necessary
                  endorsement).

                           (iv) Debtor shall execute and deliver (or cause to be
                  executed and  delivered) to Secured Party all such proxies and
                  other instruments as Secured Party may reasonably  request for
                  the purpose of enabling  Secured  Party to exercise the voting
                  and other rights which it is entitled to exercise  pursuant to
                  this subsection 4.16(b) and to receive the dividends, interest
                  and other  distributions  which it is  entitled to receive and
                  retain  pursuant to this  subsection  4.16(b).  The  foregoing
                  shall not in any way limit Secured Party's power and authority
                  granted pursuant to Section 5.1.

         Section 4.17      Transfers and Other Liens; Additional Investments.

                  (a) Except as may be  expressly  permitted by the terms of the
         Loan  Agreement,  Debtor  shall not grant any option  with  respect to,
         exchange,  sell or otherwise dispose of any of the Collateral or create
         or  permit  to  exist  any  Lien  upon  or with  respect  to any of the
         Collateral except for the Liens created hereby.

                  (b) Debtor agrees that it will (i) cause each issuer of any of
         the Pledged  Collateral not to issue any Capital Stock,  notes or other
         securities or instruments in addition to or in substitution  for any of
         the Pledged  Collateral,  except,  with the written  consent of Secured
         Party,  to  Debtor,   (ii)  pledge  hereunder,   immediately  upon  its
         acquisition  (directly or indirectly) thereof, any and all such Capital
         Stock,  notes or other  securities or  instruments,  and (iii) promptly
         (and in any event within three  Business Days) deliver to Secured Party
         an Amendment,  duly executed by Debtor,  in  substantially  the form of
         Exhibit D (an "Amendment"),  in respect of such Capital Stock, notes or
         other securities or instruments,  together with all certificates, notes
         or other securities or instruments representing or evidencing the same.
         Debtor hereby (i) authorizes  Secured Party to attach each Amendment to
         this Agreement, (ii) agrees that all such Capital Stock, notes or other
         securities or instruments listed on any Amendment  delivered to Secured
         Party shall for all purposes hereunder  constitute Pledged  Collateral,
         and  (iii)  is  deemed  to  have   made,   upon  such   delivery,   the
         representations and warranties contained in Article III with respect to
         such Pledged Collateral.


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         Section  4.18  Possession;  Reasonable  Care.  Regardless  of whether a
Default or an Event of Default has  occurred  or is  continuing,  Secured  Party
shall have the right to hold in its  possession all  Instruments,  Chattel Paper
and Pledged Collateral pledged,  assigned or transferred hereunder and from time
to time  constituting a portion of the Collateral.  Secured Party may, from time
to time,  in its sole  discretion,  appoint one or more agents (which in no case
shall be Debtor or an Affiliate  of Debtor) to hold  physical  custody,  for the
account of Secured Party, of any or all of the  Collateral.  Secured Party shall
be deemed to have exercised  reasonable care in the custody and  preservation of
the  Collateral  in its  possession  if the  Collateral  is  accorded  treatment
substantially  equal to that which Secured  Party  accords its own property,  it
being  understood that Secured Party shall not have any  responsibility  for (a)
ascertaining  or taking  action with respect to calls,  conversions,  exchanges,
maturities,  tenders or other matters relative to any Collateral, whether or not
Secured Party has or is deemed to have knowledge of such matters,  or (b) taking
any necessary  steps to preserve  rights against any parties with respect to any
Collateral.  Following the occurrence and during the continuation of an Event of
Default, Secured Party shall be entitled to take possession of the Collateral.

         Section  4.19  Acknowledgment  of  Collateral   Assignment  of  Deposit
Accounts. Debtor shall deliver to Secured Party, on or before June 17, 2000, and
at any time as  Secured  Party may  request  hereafter,  acknowledgment  by each
financial  institution in which any Deposit  Account is held or maintained  that
the collateral assignment of such Deposit Account has been recorded in the books
and records of such  financial  institution,  and that Secured  Party shall have
dominion and control over such Deposit  Account,  such  acknowledgment  to be in
form and substance satisfactory to Secured Party.

         Section 4.20 Statement of Account for Deposit  Accounts.  Debtor shall,
from time to time upon  written  request  of Secured  Party,  provide to Secured
Party a copy of each  statement of account for any Deposit  Account  received by
Debtor  from the  financial  institution  in which a Deposit  Account is held or
maintained.  At Secured Party's request,  Debtor will use its reasonable efforts
to make such arrangements as are reasonably necessary in order to enable Secured
Party  to  access   such   information   by  inquiry  of  an  officer  or  other
representative   of  any  such  financial   institution  or  via  any  automated
information system which may be maintained by such financial institution.



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<PAGE>

                                    ARTICLE 5

                             Rights of Secured Party

         Section 5.1 Power of Attorney.  Debtor hereby  irrevocably  constitutes
and appoints Secured Party 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 name of Debtor or in its own name, to take after the
occurrence and during the continuance of an Event of Default, any and all action
and to execute any and all documents and instruments  which Secured Party at any
time and from time to time  deems  necessary  or  desirable  to  accomplish  the
purposes  of  this  Agreement  and,  without  limiting  the  generality  of  the
foregoing,  Debtor  hereby gives  Secured Party the power and right on behalf of
Debtor and in its own name to do any of the following  after the  occurrence and
during the continuance of an Event of Default,  without notice to or the consent
of Debtor:

                  (a) to demand,  sue for,  collect or  receive,  in the name of
         Debtor or in its own name, any money or property at any time payable or
         receivable on account of or in exchange for any of the Collateral  and,
         in connection therewith,  endorse checks,  notes, drafts,  acceptances,
         money  orders,  documents  of title or any  other  instruments  for the
         payment of money under the Collateral or any policy of insurance;

                  (b) to pay or  discharge  taxes,  Liens or other  encumbrances
         levied or placed on or threatened against the Collateral;

                  (c) to notify  post office  authorities  to change the address
         for  delivery  of mail of Debtor to an  address  designated  by Secured
         Party and to receive, open and dispose of mail addressed to Debtor;

                  (d) (i) to direct account debtors and any other parties liable
         for any payment under any of the  Collateral to make payment of any and
         all monies due and to become due  thereunder  directly to Secured Party
         or as  Secured  Party  shall  direct;  (ii) to  receive  payment of and
         receipt  for any and all  monies,  claims and other  amounts due and to
         become due at any time in respect of or arising out of any  Collateral;
         (iii) to sign and endorse any invoices, freight or express bills, bills
         of lading,  storage or  warehouse  receipts,  drafts  against  debtors,
         assignments,  proxies,  stock  powers,  verifications  and  notices  in
         connection   with  accounts  and  other   documents   relating  to  the
         Collateral;  (iv)  to  commence  and  prosecute  any  suit,  action  or
         proceeding  at law or in equity in any court of competent  jurisdiction
         to collect the  Collateral or any part thereof and to enforce any other
         right in respect of any Collateral;  (v) to defend any suit,  action or
         proceeding brought against Debtor with respect to any Collateral;  (vi)
         to  settle,  compromise  or  adjust  any  suit,  action  or  proceeding
         described above and, in connection  therewith,  to give such discharges
         or releases as Secured  Party may deem  appropriate;  (vii) to exchange
         any  of  the   Collateral   for  other   property   upon  any   merger,
         consolidation,  reorganization,  recapitalization or other readjustment
         of the issuer thereof and, in connection therewith,  deposit any of the
         Collateral with any committee, depositary, transfer agent, registrar or
         other designated agency upon such terms as Secured Party may determine;
         (viii) to add or release any guarantor, indorser, surety or other party
         to any of the Collateral; (ix) to renew, extend or otherwise change the
         terms and  conditions of any of the  Collateral;  (x) to grant or issue
         any exclusive or  nonexclusive  license under or with respect to any of
         the  Intellectual  Property;  (xi)  to  endorse  Debtor's  name  on all
         applications,  documents, papers and instruments necessary or desirable
         in order for  Secured  Party to use any of the  Intellectual  Property;
         (xii) to  make,  settle,  compromise  or  adjust  any  claims  under or
         pertaining to any of the  Collateral  (including,  without  limitation,
         claims under any policy of  insurance);  and (xiii) to sell,  transfer,
         pledge,  convey,  make any agreement  with respect to or otherwise deal
         with any of the  Collateral as fully and  completely as though  Secured
         Party were the absolute  owner thereof for all purposes,  and to do, at
         Secured Party's option and Debtor's expense,  at any time, or from time
         to time,  all acts and things which  Secured  Party deems  necessary to
         protect, preserve,  maintain or realize upon the Collateral and Secured
         Party's security interest therein.


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         This power of attorney is a power coupled with an interest and shall be
irrevocable  until this  Agreement is terminated  in accordance  with its terms.
Secured Party shall be under no duty to exercise or withhold the exercise of any
of the rights, powers, privileges and options expressly or implicitly granted to
Secured Party in this  Agreement,  and shall not be liable for any failure to do
so or any delay in doing so. Neither Secured Party nor any Person  designated by
Secured  Party  shall be  liable  for any act or  omission  or for any  error of
judgment or any mistake of fact or law.  This power of attorney is  conferred on
Secured  Party  solely to  protect,  preserve,  maintain  and  realize  upon its
security interest in the Collateral.  Secured Party shall not be responsible for
any decline in the value of the Collateral and shall not be required to take any
steps to  preserve  rights  against  prior  parties or to  protect,  preserve or
maintain any Lien given to secure the Collateral.

         Section 5.2 Set-off.  If an Event of Default shall have occurred and be
continuing,  Secured Party shall have the right to set-off and apply against the
Obligations,  at any time and  without  notice to Debtor,  any and all  deposits
(general or special, time or demand,  provisional or final) or other sums at any
time  credited  by or owing  from  Secured  Party to Debtor  and  although  such
Obligations may be unmatured. The rights and remedies of Secured Party hereunder
are in addition to other rights and  remedies  (including,  without  limitation,
other rights of set-off) that Secured Party may have.

         Section  5.3  Assignment  by  Secured  Party.  In  accordance  with the
provisions  of the Loan  Agreement,  Secured  Party  may at any time  assign  or
otherwise  transfer all or any portion of its rights and obligations  under this
Agreement  and the other Loan  Documents  (including,  without  limitation,  the
Obligations),  in connection with an assignment of the Obligations, to any other
Person,  and such  other  Person  shall  thereupon  become  vested  with all the
benefits thereof granted to Secured Party herein or otherwise.

         Section  5.4  Performance  by Secured  Party.  If Debtor  shall fail to
perform any covenant or agreement contained in this Agreement, Secured Party may
perform or attempt to perform such covenant or agreement on behalf of Debtor. In
such event,  Debtor  shall,  at the request of Secured  Party,  promptly pay any
amount  expended  by  Secured  Party in  connection  with  such  performance  or
attempted  performance to Secured Party,  together with interest  thereon at the
Default Rate from and  including the date of such  expenditure  to but excluding
the date such expenditure is paid in full.  Notwithstanding the foregoing, it is
expressly   agreed  that  Secured   Party  shall  not  have  any   liability  or
responsibility  for the  performance  of any  obligation  of Debtor  under  this
Agreement.

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         Section 5.5 License.  If no Event of Default shall have occurred and be
continuing, Debtor shall have the exclusive, non-transferrable right and license
to use the  Intellectual  Property in the  ordinary  course of business  and the
exclusive right to grant to other Persons  licenses and sublicenses with respect
to the Intellectual Property for full and fair consideration.  Debtor agrees not
to sell or assign its interest in, or grant any  sublicense  under,  the license
granted  under this  Section 5.5 without  the prior  written  consent of Secured
Party.

         Section 5.6 Change of  Depository.  In the event of the  termination by
any  financial  institution  in which any Deposit  Account is  maintained of any
agreement  with or for the benefit of Secured  Party,  or if any such  financial
institution  shall fail to comply with any  provisions of any such  agreement or
any  instructions of Secured Party in accordance with any such agreement or this
Agreement,  or if  Secured  Party  determines  in its sole  discretion  that the
financial   condition  of  any  such   financial   institution   has  materially
deteriorated,  Debtor  agrees to transfer the  affected  Deposit  Account(s)  to
another  financial  institution  acceptable  to  Secured  Party and  cause  such
substitute financial institution to execute such agreements as Secured Party may
require,  in form and  substance  acceptable  to Secured  Party,  to ensure that
Secured  Party has a  perfected,  first  priority  collateral  assignment  of or
security interest in the Deposit Account(s) held with such substitute  financial
institution. If any affected Deposit Account is a lockbox account, Debtor agrees
to notify its account  debtors  promptly to remit all payments  which were being
sent to the  terminated  Deposit  Account  directly  to the  substitute  Deposit
Account.

         Section 5.7  Collection of Deposit  Accounts.  After the occurrence and
during the continuation of an Event of Default, upon written demand from Secured
Party to any  financial  institution  in which any of the Deposit  Accounts  are
maintained, each such financial institution is hereby authorized and directed by
Debtor to make payment  directly to Secured Party of the funds in or credited to
the Deposit  Accounts,  or such part thereof as Secured  Party may request,  and
each such  financial  institution  shall be fully  protected in relying upon the
written  statement of Secured Party that an Event of Default has occurred and is
continuing and that the Deposit Accounts are at the time of such demand assigned
hereunder  and that  Secured  Party is  entitled  to payment of the  Obligations
therefrom.  Secured  Party's  receipt  for sums paid it  pursuant to such demand
shall  be a  full  and  complete  release,  discharge  and  acquittance  to  the
depository or other financial  institution  making such payment to the extent of
the amount so paid.  Debtor hereby  authorizes  Secured Party, upon (a) Debtor's
failure to make payment of any of the Obligations,  or any part thereof,  or (b)
any  acceleration of the maturity of the Obligations  upon the occurrence of any
Event of  Default,  each as  provided in the Loan  Agreement,  (i) to  withdraw,
collect and receipt for any and all funds,  securities or other  investments  on
deposit  in or  payable  on the  Deposit  Accounts,  (ii) on behalf of Debtor to
endorse the name of Debtor upon any checks,  drafts or other instruments payable
to Debtor evidencing payment on the Deposit Accounts,  and (iii) to surrender or
present for notation of withdrawal the passbook,  certificate or other documents
issued to Debtor in  connection  with the  Deposit  Accounts.  No power  granted
herein to Secured Party by Debtor shall terminate upon any disability of Debtor.


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                                    ARTICLE 6

                                     Default

         Section  6.1 Rights  and  Remedies.  If an Event of Default  shall have
occurred and be  continuing,  Secured Party shall have the following  rights and
remedies (subject to Section 6.3):

                  (a) In addition to all other  rights and  remedies  granted to
         Secured  Party in this  Agreement  or in any other Loan  Document or by
         applicable law, Secured Party shall have all of the rights and remedies
         of a secured party under the UCC (whether or not the UCC applies to the
         affected  Collateral) and Secured Party may also, without notice except
         as specified  below,  sell the Collateral or any part thereof in one or
         more parcels at public or private sale, at any exchange, broker's board
         or at any of Secured Party's offices or elsewhere,  for cash, on credit
         or for future delivery,  and upon such other terms as Secured Party may
         deem  commercially  reasonable or otherwise as may be permitted by law.
         Without limiting the generality of the foregoing, Secured Party may (i)
         without demand or notice to Debtor, collect, receive or take possession
         of the  Collateral  or any part  thereof and for that  purpose  Secured
         Party may enter upon any  premises on which the  Collateral  is located
         and remove the  Collateral  therefrom or render it  inoperable,  and/or
         (ii) sell,  lease or otherwise  dispose of the Collateral,  or any part
         thereof,  in one or more parcels at public or private sale or sales, at
         Secured Party's offices or elsewhere, for cash, on credit or for future
         delivery,  and  upon  such  other  terms  as  Secured  Party  may  deem
         commercially  reasonable  or  otherwise  as may be  permitted  by  law.
         Secured Party shall have the right at any public sale or sales, and, to
         the extent  permitted by applicable  law, at any private sale or sales,
         to bid  (which  bid  may  be,  in  whole  or in  part,  in the  form of
         cancellation of indebtedness)  and become a purchaser of the Collateral
         or any part  thereof free of any right or equity of  redemption  on the
         part of Debtor, which right or equity of redemption is hereby expressly
         waived and  released  by  Debtor.  Upon the  request of Secured  Party,
         Debtor shall  assemble the  Collateral and make it available to Secured
         Party at any place  designated  by  Secured  Party  that is  reasonably
         convenient  to Debtor and Secured  Party.  Debtor  agrees that  Secured
         Party  shall not be  obligated  to give  more than five (5) days  prior
         written  notice of the time and place of any public sale or of the time
         after which any private  sale may take place and that such notice shall
         constitute  reasonable notice of such matters.  Secured Party shall not
         be obligated to make any sale of Collateral  if it shall  determine not
         to do so,  regardless of the fact that notice of sale of Collateral may
         have been given.  Secured  Party may,  without  notice or  publication,
         adjourn  any public or private  sale or cause the same to be  adjourned
         from time to time by announcement at the time and place fixed for sale,
         and such  sale may,  without  further  notice,  be made at the time and
         place to which the same was so  adjourned.  Debtor  shall be liable for
         all expenses of retaking,  holding, preparing for sale or the like, and
         all  attorneys'  fees,  legal  expenses  and other  costs and  expenses
         incurred by Secured  Party in  connection  with the  collection  of the
         Obligations  and the  enforcement of Secured  Party's rights under this
         Agreement.  Debtor  shall  remain  liable  for  any  deficiency  if the
         Proceeds of any sale or other disposition of the Collateral  applied to
         the  Obligations  are  insufficient  to pay the  Obligations  in  full.
         Secured Party may apply the Collateral  against the Obligations in such
         order and  manner as  Secured  Party may elect in its sole  discretion.
         Debtor  waives all rights of  marshaling,  valuation  and  appraisal in
         respect of the Collateral. Any cash held by Secured Party as Collateral
         and all cash proceeds  received by Secured Party in respect of any sale
         of,  collection from or other  realization  upon all or any part of the
         Collateral  may, in the discretion of Secured Party, be held by Secured
         Party as collateral for, and then or at any time thereafter  applied in
         whole or in part by Secured  Party  against,  the  Obligations  in such
         order as Secured Party shall  select.  Any surplus of such cash or cash
         proceeds and interest  accrued  thereon,  if any, held by Secured Party
         and  remaining  after payment in full of all the  Obligations  shall be
         paid  over to Debtor  or to  whomsoever  may be  lawfully  entitled  to
         receive  such  surplus;  provided  that  Secured  Party  shall  have no
         obligation  to invest or otherwise  pay interest on any amounts held by
         it in connection with or pursuant to this Agreement.


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                  (b) Secured Party may cause any or all of the Collateral  held
         by it to be  transferred  into the name of Secured Party or the name or
         names of Secured Party's nominee or nominees.

                  (c) Secured Party may exercise any and all rights and remedies
         of Debtor  under or in respect of the  Collateral,  including,  without
         limitation, any and all rights of Debtor to demand or otherwise require
         payment of any amount under, or performance of any provision of, any of
         the  Collateral  and any and all voting rights and corporate  powers in
         respect of the Collateral.

                  (d) Secured Party may collect or receive all money or property
         at any time payable or  receivable on account of or in exchange for any
         of the Collateral, but shall be under no obligation to do so.

                  (e) On any sale of the  Collateral,  Secured  Party is  hereby
         authorized  to comply with any  limitation  or  restriction  with which
         compliance is necessary,  in the view of Secured  Party's  counsel,  in
         order to avoid any  violation of  applicable  law or in order to obtain
         any required  approval of the purchaser or purchasers by any applicable
         Governmental Authority.

                  (f) For  purposes of enabling  Secured  Party to exercise  its
         rights and remedies  under this Section 6.1 and enabling  Secured Party
         and its  successors  and  assigns  to enjoy  the full  benefits  of the
         Collateral,  Debtor  hereby  grants to  Secured  Party an  irrevocable,
         nonexclusive  license  (exercisable without payment of royalty or other
         compensation  to Debtor) to use,  assign,  license or sublicense any of
         the Intellectual Property,  including in such license reasonable access
         to all media in which any of the  licensed  items  may be  recorded  or
         stored and all computer  programs  used for the  completion or printout
         thereof.   This  license  shall  also  inure  to  the  benefit  of  all
         successors, assigns and transferees of Secured Party.

                  (g) Secured  Party may require  that Debtor  assign all of its
         right,  title and interest in and to the  Intellectual  Property or any
         part thereof to Secured Party or such other Person as Secured Party may
         designate pursuant to documents satisfactory to Secured Party.


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         Section 6.2 Registration Rights, Private Sales, Etc.

                  (a) If Secured Party shall  determine to exercise its right to
         sell all or any of the  Collateral  pursuant  to  Section  6.1,  Debtor
         agrees that,  upon the request of Secured  Party (which  request may be
         made by Secured Party in its sole discretion),  Debtor will, at its own
         expense:

                           (i) execute and deliver, and cause each issuer of any
                  of the  Collateral  contemplated  to be sold and the directors
                  and  officers  thereof  to  execute  and  deliver,   all  such
                  agreements,  documents and instruments,  and do or cause to be
                  done all such other acts and things,  as may be necessary  or,
                  in the opinion of Secured  Party,  advisable to register  such
                  Collateral  under the  provisions  of the  Securities  Act (as
                  hereinafter  defined) and to cause the registration  statement
                  relating  thereto to become  effective and to remain effective
                  for such  period as  prospectuses  are  required  by law to be
                  furnished and to make all amendments and  supplements  thereto
                  and to the related prospectus which, in the opinion of Secured
                  Party, are necessary or advisable,  all in conformity with the
                  requirements   of  the   Securities  Act  and  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  applicable thereto;

                           (ii) use its best efforts to qualify such  Collateral
                  under all applicable  state  securities or "Blue Sky" laws and
                  to obtain all necessary governmental approvals for the sale of
                  such Collateral, as requested by Secured Party;

                           (iii) cause each such issuer to make available to its
                  security  holders,   as  soon  as  practicable,   an  earnings
                  statement  which will satisfy the  provisions of Section 11(a)
                  of the Securities Act;

                           (iv) do or cause to be done all such  other  acts and
                  things as may be reasonably necessary to make such sale of the
                  Collateral  or any  part  thereof  valid  and  binding  and in
                  compliance with applicable law; and

                           (v) bear all reasonable costs and expenses, including
                  reasonable  attorneys'  fees, of carrying out its  obligations
                  under this Section 6.2.

                  (b)  Debtor  recognizes  that  Secured  Party may be unable to
         effect a  public  sale of any or all of the  Collateral  by  reason  of
         certain  prohibitions  contained  in the  Securities  Act of  1933,  as
         amended from time to time (the  "Securities  Act") and applicable state
         securities  laws but may be  compelled to resort to one or more private
         sales thereof to a restricted  group of purchasers  who will be obliged
         to agree,  among other things, to acquire such Collateral for their own
         account  for  investment  and not  with a view to the  distribution  or
         resale thereof.  Debtor  acknowledges  and agrees that any such private
         sale may result in prices and other terms less  favorable to the seller
         than  if  such  sale  were a  public  sale  and,  notwithstanding  such
         circumstances,  agrees that any such private sale shall,  to the extent
         permitted  by law,  be  deemed  to  have  been  made in a  commercially
         reasonable  manner.  Secured Party shall not be under any obligation to
         delay a sale of any of the  Collateral for the period of time necessary
         to permit the issuer of such  securities  to register  such  securities
         under the Securities Act or under any applicable state securities laws,
         even if such issuer would agree to do so.

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<PAGE>

                  (c) Debtor  further  agrees to do or cause to be done,  to the
         extent that Debtor may do so under  applicable law, all such other acts
         and  things as may be  necessary  to make such  sales or resales of any
         portion or all of the  Collateral  valid and binding and in  compliance
         with  any  and  all  applicable  laws,   regulations,   orders,  writs,
         injunctions,  decrees or awards of any and all courts,  arbitrators  or
         governmental    instrumentalities,    domestic   or   foreign,   having
         jurisdiction  over any such sale or  sales,  all at  Debtor's  expense.
         Debtor further  agrees that a breach of any of the covenants  contained
         in this Section 6.2 will cause irreparable  injury to Secured Party and
         that  Secured  Party has no  adequate  remedy at law in respect of such
         breach  and,  as a  consequence,  agrees  that each and every  covenant
         contained in this Section 6.2 shall be specifically enforceable against
         Debtor,  and Debtor  hereby  waives and agrees,  to the fullest  extent
         permitted  by law,  not to assert as a defense  against  an action  for
         specific  performance of such  covenants  that (i) Debtor's  failure to
         perform such  covenants  will not cause  irreparable  injury to Secured
         Party or (ii) Secured Party has an adequate remedy at law in respect of
         such  breach.   Debtor  further   acknowledges  the   impossibility  of
         ascertaining  the amount of damages  which would be suffered by Secured
         Party by reason of a breach of any of the  covenants  contained in this
         Section 6.2 and, consequently,  agrees that, if Debtor shall breach any
         of such  covenants  and  Secured  Party  shall sue for damages for such
         breach,  Debtor shall pay to Secured Party,  as liquidated  damages and
         not as a  penalty,  an  aggregate  amount  equal  to the  value  of the
         Collateral on the date Secured Party shall demand  compliance with this
         Section 6.2.

                  (d)  DEBTOR  HEREBY  AGREES  TO  INDEMNIFY,  PROTECT  AND SAVE
         HARMLESS  SECURED PARTY AND ANY CONTROLLING  PERSONS THEREOF WITHIN THE
         MEANING OF THE SECURITIES ACT FROM AND AGAINST ANY AND ALL LIABILITIES,
         SUITS,   CLAIMS,   COSTS  AND  EXPENSES  (INCLUDING  COUNSEL  FEES  AND
         DISBURSEMENTS)  ARISING UNDER THE  SECURITIES  ACT, THE  SECURITIES AND
         EXCHANGE  ACT OF 1934,  AS AMENDED,  ANY  APPLICABLE  STATE  SECURITIES
         STATUTE,  OR AT COMMON LAW, OR PURSUANT TO ANY OTHER  APPLICABLE LAW IN
         CONNECTION WITH THE SALE OF ANY SECURITIES OR THE EXERCISE OF ANY OTHER
         RIGHT OR REMEDY OF SECURED PARTY,  INSOFAR AS SUCH LIABILITIES,  SUITS,
         CLAIMS,  COSTS AND EXPENSES ARISE OUT OF, OR ARE BASED UPON, ANY UNTRUE
         STATEMENT  OR  ALLEGED  UNTRUE  STATEMENT  OF A  MATERIAL  FACT MADE IN
         CONNECTION  WITH  THE  SALE  OR  PROPOSED  SALE  OF  ANY  PART  OF  THE
         COLLATERAL, OR ARISES OUT OF, OR IS BASED UPON, THE OMISSION OR ALLEGED
         OMISSION TO STATE A MATERIAL  FACT  REQUIRED TO BE STATED IN CONNECTION
         THEREWITH  OR  NECESSARY TO MAKE THE  STATEMENTS  MADE NOT  MISLEADING;
         PROVIDED,  HOWEVER, THAT DEBTOR SHALL NOT BE LIABLE IN ANY SUCH CASE TO
         THE EXTENT THAT ANY SUCH LIABILITIES, SUITS, CLAIMS, COSTS AND EXPENSES
         ARISE OUT OF, OR ARE BASED UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE
         STATEMENT OR OMISSION OR ALLEGED  OMISSION MADE IN RELIANCE UPON AND IN
         CONFORMITY  WITH  WRITTEN  INFORMATION  FURNISHED  TO DEBTOR BY SECURED
         PARTY SPECIFICALLY FOR INCLUSION IN CONNECTION THEREWITH. THE FOREGOING
         INDEMNITY  AGREEMENT IS IN ADDITION TO ANY  INDEBTEDNESS,  LIABILITY OR
         OBLIGATION  THAT DEBTOR MAY OTHERWISE HAVE TO SECURED PARTY OR ANY SUCH
         CONTROLLING PERSON.

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<PAGE>

                                    ARTICLE 7

                                  Miscellaneous

         Section 7.1 No Waiver;  Cumulative Remedies.  No failure on the part of
Secured Party to exercise and no delay in  exercising,  and no course of dealing
with  respect  to, any right,  power or  privilege  under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  power or privilege  under this  Agreement  preclude any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and  remedies  provided  for in this  Agreement  are  cumulative  and not
exclusive of any rights and remedies provided by law.

         Section 7.2  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of Debtor and Secured  Party and their  respective
heirs,  successors and permitted assigns,  except that Debtor may not assign any
of its rights,  indebtedness,  liabilities or  obligations  under this Agreement
without the prior written consent of Secured Party.

         Section 7.3 Entire Agreement;  Amendment . THIS AGREEMENT  EMBODIES THE
FINAL,  ENTIRE  AGREEMENT  AMONG THE PARTIES  HERETO AND  SUPERSEDES ANY AND ALL
PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND  UNDERSTANDINGS,  WHETHER
WRITTEN  OR  ORAL,  RELATING  TO  THE  SUBJECT  MATTER  HEREOF  AND  MAY  NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR  DISCUSSIONS  OF THE PARTIES  HERETO.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS  AMONG THE PARTIES  HERETO.  The  provisions of this Agreement may be
amended or waived only by an instrument in writing signed by the parties hereto,
except as provided in Section 4.15(g).

         Section 7.4 Notices. All notices and other communications  provided for
in this  Agreement  shall  be  given  or  made by  telecopy  or in  writing  and
telecopied,  mailed by certified mail return receipt requested,  or delivered to
the intended  recipient at the "Address for Notices" specified below its name on
the signature pages hereof,  or, as to any party, at such other address as shall
be  designated  by such party in a notice to the other party given in accordance
with this Section 7.4. Except as otherwise provided in this Agreement,  all such
communications  shall be  deemed to have been duly  given  when  transmitted  by
telecopy or when personally  delivered or, in the case of a mailed notice, three
(3) Business Days after deposit in the mails, in each case given or addressed as
aforesaid;  provided,  however,  that  notices to Secured  Party shall be deemed
given when received by Secured Party.


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<PAGE>

         Section 7.5 Governing  Law;  Venue;  Submission to  Jurisdiction.  THIS
AGREEMENT  AND THE OTHER LOAN  DOCUMENTS  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF TEXAS  WITHOUT  GIVING  EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO THE EXTENT PERFECTION AND THE
EFFECT  OF  PERFECTION  OR  NON-PERFECTION  OF  THE  SECURITY  INTEREST  GRANTED
HEREUNDER OR THEREUNDER,  IN RESPECT OF ANY PARTICULAR COLLATERAL,  ARE GOVERNED
BY THE LAWS OF A JURISDICTION  OTHER THAN THE STATE OF TEXAS. THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE PERFORMABLE BY THE PARTIES IN DALLAS COUNTY, TEXAS.
DEBTOR AND SECURED  PARTY EACH AGREE THAT  DALLAS  COUNTY,  TEXAS,  SHALL BE THE
EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING
TO THIS  AGREEMENT  AND THE OTHER  LOAN  DOCUMENTS,  AND THAT  SUCH  COUNTY IS A
CONVENIENT  FORUM IN WHICH TO  DECIDE  ANY SUCH  DISPUTE  OR CLAIM.  DEBTOR  AND
SECURED PARTY EACH CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN DALLAS COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR
CLAIM.  DEBTOR  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION  WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH  PROCEEDING  BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         Section 7.6 Headings.  The headings,  captions and arrangements used in
this Agreement are for convenience only and shall not affect the  interpretation
of this Agreement.

         Section  7.7   Survival  of   Representations   and   Warranties.   All
representations  and  warranties  made in this  Agreement or in any  certificate
delivered  pursuant  hereto  shall  survive the  execution  and delivery of this
Agreement,   and  no   investigation   by  Secured   Party   shall   affect  the
representations and warranties or the right of Secured Party to rely upon them.

         Section 7.8 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.

         Section 7.9 Waiver of Bond.  In the event  Secured  Party seeks to take
possession of any or all of the  Collateral by judicial  process,  Debtor hereby
irrevocably  waives any bonds and any surety or security  relating  thereto that
may be required by applicable law as an incident to such possession,  and waives
any demand for possession prior to the commencement of any such suit or action.

         Section 7.10  Severability.  Any provision of this  Agreement  which is
determined   by  a  court  of  competent   jurisdiction   to  be  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  of  this   Agreement,   and  any  such   prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

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<PAGE>

         Section 7.11  Construction.  Debtor and Secured Party  acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this  Agreement  shall be construed as if jointly  drafted by Debtor and Secured
Party.

         Section 7.12  Termination.  If all of the  Obligations  shall have been
paid and  performed  in full and all  Commitments  of Secured  Party  shall have
expired or terminated,  Secured Party shall, upon the written request of Debtor,
execute and deliver to Debtor a proper  instrument or instruments  acknowledging
the release and termination of the security interests created by this Agreement,
and shall duly assign and deliver to Debtor  (without  recourse  and without any
representation  or warranty)  such of the Collateral as may be in the possession
of Secured Party and has not previously been sold or otherwise  applied pursuant
to this Agreement.

         Section 7.13 Waiver of Jury Trial.  TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE  LAW,  EACH OF THE PARTIES  HERETO HEREBY  IRREVOCABLY  AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM
(WHETHER BASED UPON CONTRACT,  TORT OR OTHERWISE)  ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SECURED
PARTY IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

         Section  7.14  Consigned  Inventory.  Notwithstanding  anything  to the
contrary contained herein or in any other Loan Document, Debtor (a) may maintain
Inventory  at locations  other than those set forth in Schedule 5 (the  "Offsite
Inventory") and (b) shall not be required to execute UCC-1 Financing  Statements
for the  jurisdictions  in which the Offsite  Inventory  are located,  provided,
that,  the book  value  of all  Offsite  Inventory  (as  defined  in each of the
respective  Amended and Restated Pledge and Security  Agreements  dated the date
hereof executed by Karts International Incorporated and each of its Subsidiaries
in favor of Secured Party) of Karts  International  Incorporated and each of its
Subsidiaries does not exceed $50,000 in the aggregate.

         [The remainder of this page has been intentionally left blank]

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<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first written above.

                                   DEBTOR:

                                   BRISTER'S THUNDER KARTS, INC.


                                   By:    ______________________________________

                                   Name:  ______________________________________

                                   Title: ______________________________________


                                   Address for Notices:
                                   -------------------

                                   P. O. Box 695
                                   62204 Commercial Street
                                   Roseland, Louisiana 70456
                                   Telecopy No.:  504-747-2700
                                   Attention:        President


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<PAGE>


                                   SECURED PARTY:
                                   -------------

                                   THE SCHLINGER FOUNDATION


                                   By:    ______________________________________

                                   Name:  ______________________________________

                                   Title: ______________________________________



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