exhibit10_7.htm


    Exhibit
10.7

    
 

    
      SECURITY
AGREEMENT

       

      SECURITY
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to
time in accordance herewith and including all attachments, exhibits and
schedules hereto, the “Agreement”),
dated September 28, 2007, made by Dirt Motor Sports, Inc.d/b/a World Racing
Group, Inc., a Delaware corporation (“Dirt
Motor”), and Carter & Miracle Concessions, LLC, a Florida limited
liability company  (”C
&M” and together with Dirt Motor, the “Grantor”), in favor of each
of the Secured Parties whose names are set forth on Exhibit A hereto
(collectively, the “Secured
Parties”).

       

      WHEREAS,
the Grantor has issued separate senior secured promissory notes to the Secured
Parties (the “Notes”) in the aggregate principal
amount of up to $15,000,000 pursuant to a Note Purchase Agreement by and among
the Grantor and each of the Secured Parties dated the date hereof (the “Purchase
Agreement”);
and

       

      WHEREAS,
it is a condition precedent to the Secured Parties making the loan evidenced by
the Notes to the Grantor that the Grantor execute and deliver to the Secured
Parties a security agreement and other documents (including mortgages) providing
for the grant to the Secured Parties of a continuing security interest in
substantially all real and personal property and assets of the Grantor, all in
substantially the form hereof to secure the Obligations (hereinafter
defined).

       

      NOW,
THEREFORE, the parties agree as follows:

       

      ARTICLE
I.                                       Definitions

       

      Section
1.1. Definition
of Terms Used Herein.  All capitalized terms used herein and
not defined herein have the respective meanings provided therefor in the
Purchase Agreement.  All terms defined in the Uniform Commercial Code
(hereinafter defined) as in effect from time to time and used herein and not
otherwise defined herein (whether or not such terms are capitalized) have the
same definitions herein as specified therein.  The rights of the
Secured Parties hereunder (including but not limited to those described in
Article VI and Section 7.14 hereof) are subject to Section 11(c) of the Purchase
Agreement.

       

      Section
1.2. Definition
of Certain Terms Used Herein.  As used herein, the following
terms have the following meanings:

       

      "Collateral"
means all real and personal property, of every kind and nature, wherever
located, all accounts receivable of the Grantor and all fixture property of
every kind and nature, including, without limitation, all furniture, fixtures,
equipment, raw materials, inventory, or other goods, accounts, contract rights,
rights to the payment of money, insurance refund claims and all other insurance
claims and proceeds, tort claims, chattel paper, documents, instruments,
securities and other investment property, deposit accounts, rights to proceeds
of letters of credit and all general intangibles including, without limitation,
all tax refund claims, license fees, patents, patent licenses, patent
applications, trademarks, trademark licenses, trademark applications, trade
names, copyrights, copyright licenses, copyright applications, rights to sue and
recover for past infringement of patents, trademarks and copyrights, computer
programs, computer software, engineering drawings, service marks, customer
lists, goodwill, and all licenses, permits, agreements of any kind or nature
pursuant to which the Grantor possesses, uses or has authority to possess or use
property (whether tangible or intangible) of others or others possess, use or
have authority to possess or use property (whether tangible or intangible) of
the Grantor, and all recorded data of any kind or nature, regardless of the
medium of recording including, without limitation, all books and records,
software, writings, plans, specifications and schematics; and all proceeds and
products of each of the foregoing.  For purposes of this Security
Agreement, “Collateral” shall exclude so much of Grantor’s property as is
described in the Mortgages and shall exclude vehicles and any leased
equipment.


      
        
           


        

        
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      “Default”
means any event or circumstance which, with the giving of notice, the lapse of
time, or both, would (if not cured, waived, or otherwise remedied during such
time) constitute an Event of Default.

       

      “Existing
Lien” means any Liens set forth on Schedule 3.3 attached
hereto.

       

      “Event of
Default” has the meaning specified in the Notes.

       

      “Indemnitees” has the meaning specified
in Section 7.5(b).

       

      “Lien”
means: (i) any interest in property securing an obligation owed to, or a
claim by, a Person other than the owner of the property, whether such interest
is based on the common law, statute, or contract, and including a security
interest, charge, claim, or lien arising from a mortgage, deed of trust,
encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; (ii) to the extent not included under clause (i), any
reservation, exception, encroachment, easement, right-of-way, covenant,
condition, restriction, lease or other title exception or encumbrance affecting
property; and (iii) any contingent or other agreement to provide any of the
foregoing.

       

      “Mortgages” shall mean the mortgages or
deeds of trust relating to the real property owned by Grantor.

       

      "Notes"
has the meaning assigned to such term in the first recital of this
Agreement.

       

      "Permitted
Lien" shall mean (i) Existing Liens, (ii) Liens on equipment and purchase
money security interests in respect of obligations to pay money not in excess of
$500,000 and (iii) without duplication, “Permitted Liens” as defined in the
Notes.

       

      "Obligations"
means all indebtedness, liabilities, obligations, covenants and duties of the
Grantor to the Secured Parties of every kind, nature and description, direct or
indirect, absolute or contingent, due or not due, now existing of hereafter
arising under or in connection with the Notes, the Purchase Agreement and this
Agreement.

       

      “Registered
Organization”
means an entity formed by filing a registration document with a United
States Governmental Authority, such as a corporation, limited partnership or
limited liability company.

       

      “Required
Lenders” has the
meaning set forth in Section 9(b) of the Purchase Agreement.

       

      "Security
Interest" has the meaning specified in Section 2.1 of this
Agreement.

       

      “Uniform
Commercial Code”
means the Uniform Commercial Code from time to time in effect in the State of
New York.


      
        
           


        

        
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      ARTICLE
II.                                       Security
Interest

       

      Section
2.1. Security
Interest.  As security for the payment and performance, in full
of the Obligations, and any extensions, renewals, modifications or refinancings
of the Obligations, the Grantor hereby bargains, sells, conveys, assigns, sets
over, mortgages, pledges, hypothecates and transfers to the Secured Parties, and
hereby grants to the Secured Parties, their successors and assigns, a security
interest in, all of such Grantor's right, title and interest in, to and under
the Collateral (the "Security
Interest").

       

      Section
2.2. No
Assumption of Liability.  The Security Interest is granted as
security only and shall not subject the Secured Parties to, or in any way alter
or modify, any obligation or liability of the Grantor with respect to or arising
out of the Collateral.

       

      ARTICLE
III.                                       Representations
and Warranties

       

      The
Grantor represents and warrants to the Secured Parties that:

       

      Section
3.1. Title
and Authority.  The Grantor has good and valid rights in and
title to the Collateral with respect to which it has purported to grant a
security interest hereunder and has full power and authority to grant to the
Secured Parties the Security Interest and to execute, deliver and perform its
obligations in accordance with the terms of this Agreement, without the consent
or approval of any other Person other than any consent or approval which has
been obtained.

       

      Section
3.2. Filings;
Actions to Achieve Perfection.  Fully executed Uniform
Commercial Code financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations containing a
description of the Collateral have been delivered to the Secured Parties for
filing in each United States governmental, municipal or other office specified
in Schedule A, which are all the filings, recordings and registrations that are
necessary to publish notice of and protect the validity of and to establish a
legal, valid and perfected security interest in favor of the Secured Parties in
respect of all Collateral in which the Security Interest may be perfected by
filing, recording or registration in the United States (or any political
subdivision thereof) and its territories and possessions, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction, except as provided under
applicable law with respect to the filing of continuation statements or with
respect to the filing of amendments or new filings to reflect the change of the
Grantor's name, location, identity or corporate structure.  The
Grantor’s name is listed in the preamble of this Agreement identically to how it
appears on its certificate of incorporation or other organizational
documents.

       

      Section
3.3. Validity
and Priority of Security Interest.  The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject only to the
filings described in Section 3.2 above and other previously perfected security
interests in the Collateral listed on Schedule 3.3 to this Agreement (“Existing
Liens”) and Permitted Liens, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or
registration in the United States pursuant to the Uniform Commercial Code or
other applicable law in the United States (or any political subdivision thereof)
and its territories and possessions or any other country, state or nation (or
any political subdivision thereof).  The Security Interest is and
shall be subordinate to any other Existing Lien on any of the
Collateral.

       

      
        
           

        

        
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      Section
3.4. Absence
of Other Liens.  The Collateral is owned by the Grantor free
and clear of any Lien other than Permitted Liens.  Without limiting
the foregoing and except as set forth on Schedule 3.4 to this Agreement, the
Grantor has not filed or consented to any filing described in Section 3.2 in
favor of any Person other than the Secured Parties, nor permitted the granting
or assignment of a security interest or permitted perfection of any security
interest in the Collateral in favor of any Person other than the Secured
Parties.  The Secured Parties’ having possession of all instruments
and cash constituting Collateral from time to time and the filing of financing
statements in the offices referred to in Schedule A hereto results in the
perfection of such security interest.  Such security interest is, or
in the case of Collateral in which the Grantor obtain rights after the date
hereof, will be, a perfected security interest.  Such notices, filings
and all other action necessary or desirable to perfect and protect such security
interest have been duly taken.

       

      Section
3.5. Valid
and Binding Obligation.  This Agreement constitutes the legal,
valid and binding obligation of the Grantor, enforceable against the Grantor in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (iii) to the extent the indemnification provisions
contained in this Agreement may be limited by applicable federal or state
securities laws.

       

      ARTICLE
IV.                                       Covenants

       

      Section
4.1. Change
of Name; Location of Collateral; Place of Business, State of Formation or
Organization.

       

      (a) The
Grantor shall notify the Secured Parties in writing promptly of any change (i)
in its corporate name or in any trade name used to identify it in the conduct of
its business or in the ownership of its properties, (ii) in the location of its
chief executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it (including the
establishment of any such new office or facility), (iii) in its identity or
corporate structure such that a filed filing made under the Uniform Commercial
Code becomes misleading or (iv) in its Federal Taxpayer Identification
Number.  In extension of the foregoing, the Grantor shall not effect
or permit any change referred to in the preceding sentence unless all filings
have been made under the Uniform Commercial Code or otherwise that are required
in order for the Secured Parties to continue at all times following such change
to have a valid, legal and perfected security interest in all the
Collateral.

       

      (b) Without
limiting Section 4.1(a), without the prior written consent of the Secured
Parties in each instance, the Grantor shall not change its (i) principal
residence, if it is an individual, (ii) place of business, if it has only one
place of business and is not a Registered Organization, (iii) principal place of
business, if it has more than one place of business and is not a Registered
Organization, or (iv) state of incorporation, formation or organization, if it
is a Registered Organization.

       

      Section
4.2. Records.  The
Grantor shall maintain, at its own cost and expense, such complete and accurate
records with respect to the Collateral owned by it as is consistent with its
current practices and in accordance with such prudent and standard practices
used in industries that are the same as or similar to those in which the Grantor
is engaged, but in any event to include complete accounting records indicating
all payments and proceeds received with respect to any part of the Collateral,
and, at such time or times as any of the Secured Parties may reasonably request,
promptly to prepare and deliver to such Secured Party a duly certified schedule
or schedules in form and detail satisfactory to such Secured Party showing the
identity, amount and location of any and all Collateral.


      
        
           


        

        
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      Section
4.3. Periodic
Certification; Notice of Changes.  In the event there should at
any time be any change in the information represented and warranted herein or in
the documents and instruments executed and delivered in connection herewith, the
Grantor shall immediately notify the Secured Parties in writing of such change
(this notice requirement shall be in extension of and shall not limit or relieve
the Grantor of any other covenants hereunder).

       

      Section
4.4. Protection
of Security.  The Grantor shall, at its own cost and expense,
take any and all actions necessary to defend title to the Collateral against all
persons and to defend the Security Interest of the Secured Parties in the
Collateral and the priority thereof against any Lien other than Existing Liens
and Permitted Liens.

       

      Section
4.5. Inspection
and Verification.  The Secured Parties and such persons as the
Secured Parties may reasonably designate shall have the right to inspect the
Collateral, all records related thereto (and to make extracts and copies from
such records) and the premises upon which any of the Collateral is located, to
discuss the Grantor's affairs with the officers of the Grantor and its
independent accountants and to verify under reasonable procedures the validity,
amount, quality, quantity, value, condition and status of, or any other matter
relating to, the Collateral, including, in the case of collateral in the
possession of any third Person and upon an Event of Default, by contacting any
account debtor or third Person possessing such Collateral for the purpose of
making such a verification.  Out-of-pocket expenses in connection with
any inspections by representatives of the Secured Parties shall be (a) the
obligations of the Grantor with respect to any inspection after the Secured
Parties’ demand payment of the Notes or (b) the obligation of the Secured
Parties in any other case.

       

      Section
4.6. Taxes;
Encumbrances.  At their option, the Secured Parties may
discharge Liens, other than Existing Liens and Permitted Liens, at any time
levied or placed on the Collateral and may pay for the maintenance and
preservation of the Collateral to the extent the Grantor fails to do so and the
Grantor shall reimburse the Secured Parties on demand for any payment made or
any expense incurred by the Secured Parties pursuant to the foregoing
authorization; provided, however, that nothing in this Section shall be
interpreted as excusing the Grantor from the performance of, or imposing any
obligation on the Secured Parties to cure or perform, any covenants or other
obligation of the Grantor with respect to any Lien or maintenance or
preservation of Collateral as set forth herein.

       

      Section
4.7. Use and
Disposition of Collateral.  The Grantor shall not make or
permit to be made an assignment, pledge or hypothecation of any Collateral or
shall grant any other Lien in respect of the Collateral other than Existing
Liens (and replacements thereof) and Permitted Liens without the prior written
consent of the Secured Parties.  The Grantor shall not make or permit
to be made any transfer of any Collateral outside of the normal course of
business and the Grantor shall remain at all times in possession of the
Collateral owned by it, other than with respect to Existing Liens and other
liens approved by the Secured Parties.


      
        
           


        

        
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      Section
4.8. Insurance/Notice
of Loss.  Within a reasonable period of time following the date
of this Agreement, Grantor, at its own expense, shall maintain or cause to be
maintained insurance covering physical loss or damage to the
Collateral.  In extension of the foregoing and without limitation,
such insurance shall be payable to the Secured Parties as loss payee under a
“standard” loss payee clause, and the Secured Parties shall be listed as an
“additional insured” on Grantor’s general liability insurance.  Such
insurance shall not be terminated, cancelled or not renewed for any reason,
including non-payment of insurance premiums, unless the insurer shall have
provided the Secured Parties at least 30 days prior written
notice.  Grantor irrevocably makes, constitutes and appoints the
Secured Parties (and all officers, employees or agents designated by the Secured
Parties) as its true and lawful agent and attorney-in-fact for the purpose, at
any time following the Secured Parties’ demand for payment of the Notes, of
making, settling and adjusting claims in respect of Collateral under policies of
insurance, endorsing the name of Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto.  In the
event that Grantor at any time or times shall fail to obtain or maintain any of
the policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Secured Parties may, without waiving or releasing any
obligation or liability of Grantor hereunder, in their sole discretion, obtain
and maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Secured Parties deem
advisable.  All sums disbursed by the Secured Parties in connection
and in accordance with this Section, including reasonable attorneys' fees, court
costs, expenses and other charges relating thereto, shall be payable upon
demand, by Grantor to the Secured Parties and shall be additional Obligations
secured hereby.  Grantor shall promptly notify the Secured Parties if
any material portion of the Collateral owned or held by Grantor is damaged or
destroyed.  The proceeds of any casualty insurance in respect of any
casualty loss of any of the Collateral shall (i) so long as the Secured Parties
have not demanded payment of the Notes, be disbursed to Grantor for direct
application by Grantor solely to the repair or replacement of Grantor’s property
so damaged or destroyed, and (ii) in all other circumstances, be held by the
Secured Parties as cash collateral for the Obligations.  The Secured
Parties may, at their sole option, disburse from time to time all or any part of
such proceeds so held as cash collateral, upon such terms and conditions as the
Secured Parties may reasonably prescribe, for direct application by the Secured
Parties solely to the repair or replacement of Grantor’s property so damaged or
destroyed, or Grantor may apply all or any part of such proceeds to the
Obligations.

       

      Section
4.9. Legend.
Grantor shall legend, in form and manner satisfactory to the Secured Parties,
its accounts and its books, records and documents evidencing or pertaining
thereto with an appropriate reference to the fact that such accounts have been
assigned to the Secured Parties and that the Secured Parties have a security
interest therein.

       

      ARTICLE
V.                                       Further
Assurances; Power of Attorney

       

      Section
5.1. Further
Assurances.  Grantor shall, at its own expense, execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Secured Parties may from time to time
reasonably request to better assure, preserve, protect and perfect the Security
Interest and the rights and remedies created hereby, including the payment of
any fees and taxes required in connection with the execution and delivery of
this Agreement, the granting of the Security Interest and the filing of any
financing statements (including fixture filings) or other documents in
connection herewith or therewith.  If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
promissory note or other instrument, such note or instrument shall be
immediately pledged and delivered to the Secured Parties, duly endorsed in a
manner satisfactory to the Secured Parties.


      
        
           


        

        
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      Section
5.2. Power of
Attorney.

       

      (a) Grantor
hereby irrevocably (as a power coupled with an interest) constitutes and
appoints the Collateral Agent (as defined in Section 7.14 hereof) and all
officers, employees or agents designated by the Collateral Agent, its
attorney-in-fact with full power of substitution, for the benefit of the Secured
Parties,

       

      (i) to take
all appropriate action and to execute all documents and instruments that may be
necessary or desirable to accomplish the purposes of this Agreement, and without
limiting the generality of the foregoing, Grantor hereby grants the power to
file one or more financing statements (including fixture filings), continuation
statements, filings with the United States Patent and Trademark Office or United
States Copyright Office (or any successor office or any similar office in any
other country) or other documents for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by Grantor,
without the signature of Grantor, and naming Grantor as debtor and the
Collateral Agent and/or the Secured Parties as secured party; and

       

      (ii) at any
time following any applicable cure period for an Event of Default (i) to
receive, endorse, assign and/or deliver any and all notes, acceptances, checks,
drafts, money orders or other evidences of payment relating to the Collateral or
any part thereof; (ii) to demand, collect, receive payment of, give receipt for
and give discharges and releases of all or any of the Collateral; (iii) to sign
the name of Grantor on any invoice or bill of lading relating to any of the
Collateral; (iv) to send verifications of accounts to any account debtor or any
other Person liable for an account; (v) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (vi) to settle, compromise,
compound, adjust or defend any actions, suits or proceeding relating to all or
any of the Collateral; and (vii) to use, sell, assign, transfer, pledge, make
any agreement with respect to or otherwise deal with all or any of the
Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agree­ment, as fully and completely as though the Secured
Parties were the absolute owner of the Collateral for all purposes; provided, however, that
nothing herein contained shall be construed as requiring or obligating the
Secured Parties to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Secured Parties, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby, and no action taken or omitted to be taken by the
Secured Parties with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of Grantor or to any claim
or action against the Secured Parties.

       

      (b) The
provisions of this Article shall in no event relieve Grantor of any of its
obligations hereunder with respect to the Collateral or any part thereof or
impose any obligation on the Secured Parties to proceed in any particular manner
with respect to the Collateral or any part thereof, or in any way limit the
exercise by the Secured Parties of any other or further right which it may have
on the date of this Agreement or hereafter, whether hereunder, by law or
otherwise.

       

      
        
           


        

        
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      ARTICLE
VI.                                       Remedies

       

      Section
6.1. Remedies
upon Default.

       

      (a) Upon the
occurrence and during the continuance of an Event of Default, Grantor agrees to
deliver each item of its Collateral to the Secured Parties on demand, and it is
agreed that the Secured Parties shall have the right to take any of or all the
following actions at the same or different times (but at all times subject to
any Existing Liens): with or without legal process and with or without prior
notice or demand for performance, to take possession of the Collateral and
without liability for trespass to enter any premises where the Collateral may be
located for the purpose of taking possession of or removing the Collateral,
exercise Grantor's right to bill and receive payment for completed work and,
generally, to exercise any and all rights afforded to a secured party under the
Uniform Commercial Code or other applicable law.  Without limiting the
generality of the foregoing, Grantor agrees that the Secured Parties shall have
the right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral, at public or private
sale or at any broker's board or on any securities exchange, for cash, upon
credit or for future delivery as the Secured Parties shall deem
appropriate.  The Secured Parties shall be authorized at any such sale
(if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consum­mation of any such sale the
Secured Parties shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold.  Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of Grantor, and Grantor hereby waives (to the
extent permitted by law) all rights of redemption, stay and appraisal which
Grantor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.


      
        
           


        

        
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      (b) The
Secured Parties shall give Grantor ten (10) days' written notice (which Grantor
agrees is reasonable notice within the meaning of Section 9-504(3) of the
Uniform Commercial Code) of the Secured Parties’ intention to make any sale of
Collateral.  Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange.  Any such public
sale shall be held at such time or times within ordinary business hours and at
such place or places as the Secured Parties may fix and state in the notice (if
any) of such sale.  At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Secured Parties may (in their sole and absolute discretion)
determine.  The Secured Parties shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been
given.  The Secured Parties 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.  In case any sale of all or any part of the Collateral is
made on credit or for future delivery, the Collateral so sold may be retained by
the Secured Parties until the sale price is paid by the purchaser or purchasers
thereof, but the Secured Parties shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice.  At any public (or, to the extent permitted by law, private)
sale made pursuant to this Section, the Secured Parties may bid for or purchase,
free (to the extent permitted by law) from any right of redemption, stay,
valuation or appraisal on the part of Grantor (all said rights being also hereby
waived and released to the extent permitted by law), the Collateral or any part
thereof offered for sale and may make payment on account thereof by using any
claim then due and payable to the Secured Parties from Grantor as a credit
against the purchase price, and the Secured Parties may, upon compliance with
the terms of sale, hold, retain and dispose of such property without further
accountability to Grantor therefor.  For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale thereof; the Secured Parties shall be free to carry out such sale
pursuant to such agreement and Grantor shall not be entitled to the return of
the Collateral or any portion thereof subject thereto, notwithstanding the fact
that after the Secured Parties shall have entered into such an agreement all
Obligations have been paid in full.  As an alternative to exercising
the power of sale herein conferred upon it, the Secured Parties may proceed by a
suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.

       

      Section
6.2. Application
of Proceeds.  The Secured Parties and the Collateral Agent on
behalf of the Secured Parties shall apply the proceeds of any collection or sale
of the Collateral, as well as any Collateral consisting of cash, as
follows:

       

      (a) FIRST, to
the payment of all costs and expenses incurred by the Secured Parties in
connection with such collection or sale or otherwise in connection with this
Agreement or any of the Obligations, including all court costs and the fees and
expenses of its agents and legal counsel, and any other costs or expenses
incurred in connection with the exercise of any right or remedy hereunder, under
the Purchase Agreement and the Notes and the other Transaction
Documents;

       

      (b) SECOND,
to the payment in full of the Obligations distributed among the Secured Parties
on a pro rata basis; and

       

      (c) THIRD, to
Grantor, its successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may otherwise
direct.

       

      
        
           


        

        
          -9-

          
            

          

        

        
           


        

      

       

      Subject
to the foregoing, the Secured Parties shall have absolute discretion as to the
time of application of such proceeds, moneys or balances in accordance with this
Agreement.  Upon any sale of the Collateral by the Secured Parties
(including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of any such proceeds, moneys or balances by the Secured
Parties or of the officer making the sale shall be a sufficient discharge to the
purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Secured Parties or such officer or be answerable
in any way for the misapplication thereof.

       

      Section
6.3. Grant of
License to Use Intellectual Property.  For the purpose of
enabling the Secured Parties to exercise rights and remedies under this Article
at such time as the Secured Parties shall be lawfully entitled to exercise such
rights and remedies, to the extent not prohibited by any intellectual property
license, Grantor hereby grants to the Secured Parties an irrevocable,
non-exclusive license (exercisable without payment of royalty or other
compensation to Grantor) to use, license or sub-license any of the Collateral
consisting of intellectual property now owned or hereafter acquired by Grantor,
and wherever the same may be located, and including in such license reasonable
access to all media in which any of the licensed items may be recorded or stored
and to all computer software and programs used for the compilation or printout
thereof.  The use of such license by the Secured Parties may be
exercised, at the option of the Secured Parties, only following the Secured
Parties’ demand for payment of the Notes.

       

      ARTICLE
VII.                                       Miscellaneous

       

      Section
7.1. Notices.  All
communications and notices hereunder to the Grantor and to the Secured Parties
shall (except as otherwise expressly permitted herein) be in writing and
delivered to the Grantor or the Secured Parties, as the case may be, as provided
in the Purchase Agreement.

       

      Section
7.2. Security
Interest Absolute.  All rights of the Secured Parties
hereunder, the Security Interest and all obligations of Grantor hereunder shall
be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Purchase Agreement, the Notes, any Loan Document or any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Purchase Agreement, the Notes, any Loan Document or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Grantor in respect of the Obligations
or this Agreement.

       

      Section
7.3. Survival
of Agreement.  All covenants, agreements, representations and
warranties made by Grantor herein and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Secured Parties and shall survive the
making of the loan and the execution and delivery to the Secured Parties of the
Notes, regardless of any investigation made by the Secured Parties or on their
behalf; and shall continue in full force and effect until this Agreement shall
terminate.


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

      


       

      Section
7.4. Binding
Effect; Several Agreement; Successors and Assigns.  This
Agreement shall become effective as to Grantor when a counterpart hereof
executed on behalf of Grantor shall have been delivered to the Secured Parties
and a counterpart hereof shall have been executed on behalf of the Secured
Parties, and thereafter shall be binding upon Grantor and the Secured Parties
and their respective successors and assigns, and shall inure to the benefit of
Grantor, the Secured Parties and their respective successors and assigns, except
that Grantor shall not have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such
assignment or transfer shall be void) except as expressly contemplated by this
Agreement, the Purchase Agreement and the Notes.

       

       

      Section
7.5. Secured
Parties’ Fees and Expense; Indemnification.

       

      (a) Grantor
agrees to pay upon demand to the Secured Parties the amount of any and all
reasonable expenses, including all reasonable fees, disbursements and other
charges of its counsel and of any experts or agents, which the Secured Parties
may incur in connection with (i) the administration of this Agreement (including
the customary fees and charges of the Secured Parties for any audits conducted
by them or on their behalf with respect to the accounts inventory), (ii) the
custody or preservation of, or the sale of, collection from or other realization
upon any of the Collateral, (iii) the exercise, enforcement or protection of any
of the rights of the Secured Parties hereunder or (iv) the failure of Grantor to
perform or observe any of the provisions hereof.

       

      (b) Grantor
agrees to indemnify the Secured Parties and the agent, contractors and employees
of the Secured Parties (collectively, the “Indemnitees”) against, and hold each of
them harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery, or performance of this
Agreement or any agreement or instrument contemplated hereby or any claim,
litigation, investigation or proceeding relating hereto or to the Collateral,
whether or not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

       

      (c) Any such
amounts payable as provided hereunder shall be additional Obligations secured
hereby.  The provisions of this Section shall remain operative and in
full force and effect regardless of the termination of this Agreement, the
Purchase Agreement and the Notes, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement, the Purchase
Agreement or the Notes, or any investigation made by or on behalf of the Secured
Parties.  All amounts due under this Section shall be payable on
written demand therefor.

       

      SECTION
7.6. GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY OF THE CONFLICTS OF LAW PRINCIPLES WHICH WOULD RESULT IN THE
APPLICATION OF THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.  THIS
AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED WITH ANY PRESUMPTION AGAINST THE
PARTY CAUSING THIS AGREEMENT TO BE DRAFTED.


      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      Section
7.7. Waivers;
Amendment.

       

      (a) No
failure or delay of the Secured Parties in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and
remedies of the Secured Parties hereunder and under the Purchase Agreement are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provisions of this Agreement, the
Purchase Agreement, or the Notes or the other Transaction Documents or consent
to any departure by Grantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on Grantor in any case shall entitle
Grantor to any other or further notice or demand in similar or other
circumstances.

       

      (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements, in writing entered into by the
Required Lenders and Grantor.

       

      Section
7.8. WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT, THE PURCHASE AGREEMENT OR THE NOTES.  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT, THE PURCHASE AGREEMENT AND THE NOTES, AS APPLICABLE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

       

      Section
7.9. Severability.  In
the event any one or more of the provisions contained in this Agreement should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby (it being understood that the invalidity of
a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction).  The
parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

       

      Section
7.10. Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract.  Each party shall be entitled to rely on a facsimile
signature of any other party hereunder as if it were an original.

       

      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

       

      Section
7.11. Jurisdiction;
Consent to Service of Process.

       

      (a) Grantor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, the Purchase Agreement or the Notes, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall
affect any right that the Secured Parties may otherwise have to bring any action
or proceeding relating to this Agreement, the Purchase Agreement or the Notes
against Grantor or its properties in the courts of any
jurisdiction.

       

      (b) Grantor
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement, the Purchase Agreement or the Notes in any New York
State or Federal court.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court.

       

      (c) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 7.1.  Nothing in this Agreement will
affect the right of any party to this Agreement to process in any other manner
permitted by law.

       

      Section
7.12. Termination.  This
Agreement and the Security Interest shall terminate when all the Obligations
have been paid in full, at which time the Secured Parties shall execute and
deliver to Grantor, at Grantor’s expense, all Uniform Commercial Code
termination statements and similar documents which Grantor shall reasonably
request to evidence such termination.  Any execution and delivery of
termination statements or documents pursuant to this Section shall be without
recourse to or warranty by the Secured Parties.

       

      Section
7.13. Prejudgment
Remedy Waiver.  Grantor acknowledges that this Agreement, the
Purchase Agreement and the Notes evidence a commercial transaction and that it
could, under certain circumstances have the right, to notice of and hearing on
the right of the Secured Parties to obtain a prejudgment remedy, such as
attachment, garnishment and/or replevin, upon commencing any litigation against
Grantor.  Notwithstanding, Grantor hereby waives all rights to notice,
judicial hearing or prior court order to which it might otherwise have the right
under any state or federal statute or constitution in connection with the
obtaining by the Secured Parties of any prejudgment remedy by reason of this
Agreement, the Purchase Agreement, the Notes or by reason of the Obligations or
any renewals or extensions of the same.  Grantor also waives any and
all objection which it might otherwise assert, now or in the future, to the
exercise or use by the Secured Parties of any right of setoff, repossession or
self help as may presently exist under statute or common law.

       

      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

       

      Section
7.14.   Collateral
Agent.

       

      (a)  Each
Secured Party hereby appoints Cipher Capital Partners LLC (the “Collateral Agent”) as the
Collateral Agent hereunder and each Secured Party authorizes the Collateral
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Transaction Documents as are delegated to the
Collateral Agent under such agreements and to exercise such powers as are
reasonably incidental thereto.  Without limiting the foregoing, each
Secured Party hereby authorizes the Collateral Agent to execute and deliver, and
to perform its obligations under, each of the documents to which the Collateral
Agent is a party relating to security for the obligations under the Notes, to
exercise all rights, powers and remedies that the Collateral Agent may have
under such Transaction Documents and, in the case of the Transaction Documents,
to act as agent for the Secured Parties under such Transaction
Documents.

       

      (b)  As
to any matters not expressly provided for by this Agreement and the
other  document relating thereto (including enforcement or
collection), the Collateral Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Secured Parties; provided, however, that the
Collateral Agent shall not be required to take any action that (i) the
Collateral Agent in good faith believes exposes it to personal liability unless
the Collateral Agent receives an indemnification satisfactory to it from the
Secured Parties with respect to such action or (ii) is contrary to this
Agreement or applicable law.  The Collateral Agent agrees to give to
each Secured Party prompt notice of (i) each notice given to it by the Company
pursuant to the terms of this Agreement or the other Transaction Documents and
(ii) the actions taken by the Collateral Agent on behalf of the Secured
Party.  If the Collateral Agent receives conflicting instructions from
the Secured Parties it will not be required to act until it receives
instructions from the Secured Parties holding a majority of the Notes
(calculated in dollar amounts rather than noteholders).

       

      (c)  In
performing its functions and duties hereunder and under the Transaction
Documents and the other documents required to be executed or delivered in
connection therewith, the Collateral Agent is acting solely on behalf of the
Secured Parties and its duties are entirely administrative in
nature.  The Collateral Agent does not assume and shall not be deemed
to have assumed any obligation other than as expressly set forth herein, in the
Transaction Documents and any other documents required to be executed or
delivered in connection therewith related hereto or any other relationship as
the agent, fiduciary or trustee of or for any Secured Party or holder of any
other obligation under this Agreement or the Notes.  The Collateral
Agent may perform any of its duties under any Transaction Document by or through
its agents or employees.

       

      (d)  None
of the Collateral Agent, any of its affiliates or any of their respective
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it, him, her or them under or in connection with this
Agreement or the other Transaction Documents, except for its, his, her or their
own gross negligence or willful misconduct.

       

      (e)  Each
Secured Party acknowledges that it shall, independently and without reliance
upon the Collateral Agent or any other Secured Party conduct its own independent
investigation of the financial condition and affairs of the Company and its
Subsidiaries in connection with the issuance of the Securities.  Each
Secured Party also acknowledges that it shall, independently and without
reliance upon the Collateral Agent or any other Secured Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and other Transaction Documents.  For avoidance of doubt,
each Secured Party represents that it has had no contact with the Collateral
Agent; and acknowledges that the Collateral Agent has had no role in the
negotiation or preparation of the Transaction Documents and was contacted after
such negotiations and documents were finalized for the purpose of serving solely
in the administrative role of Collateral Agent under this
Agreement.


      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

       

      (f)  Each
Secured Party, severally but not jointly and on a pro rata basis, agrees to
indemnify the Collateral Agent and each of its affiliates, and each of their
respective directors, officers, employees, agents and advisors (to the extent
not reimbursed by the Borrower), from any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and
disbursements (including fees, expenses and disbursements of financial and legal
advisors) of any kind or nature whatsoever that may be imposed on, incurred by,
or asserted against, the Collateral Agent or any of its affiliates, directors,
officers, employees, agents and advisors in any way relating to or arising out
of this Agreement or the other Transaction Documents or any action taken or
omitted by the Collateral Agent under this Agreement or the document related
thereto; provided,
however, that no Secured Party shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Collateral Agent’s or such
Affiliate’s gross negligence or willful misconduct.

       

      (g)  The
Collateral Agent may resign at any time by giving written notice thereof to the
Secured Parties and the Company.  Upon any such resignation, the
Secured Parties shall have the right to appoint a successor Collateral
Agent.  If no successor Collateral Agent shall have been so appointed
by the Secured Parties, and shall have accepted such appointment, within 30 days
after the retiring Collateral Agent’s giving of notice of resignation, then the
retiring Collateral Agent may, on behalf of the Secured Parties, appoint a
successor Collateral Agent, selected from among the Secured
Parties.  Upon the acceptance of any appointment as Collateral Agent
by a successor Collateral Agent, such successor Collateral Agent shall succeed
to, and become vested with, all the rights, powers, privileges and duties of the
retiring Collateral Agent, and the retiring Collateral Agent shall be discharged
from its duties and obligations under this Agreement, the Transaction Documents
and any other documents required to be executed or delivered in connection
therewith.  Prior to any retiring Collateral Agent’s resignation
hereunder as Collateral Agent, the retiring Collateral Agent shall take such
action as may be reasonably necessary to assign to the successor Collateral
Agent its rights as Collateral Agent under the Transaction
Documents.  After such resignation, the retiring Collateral Agent
shall continue to have the benefit of this Agreement as to any actions taken or
omitted to be taken by it while it was Collateral Agent under this Agreement,
the Transaction Documents and any other documents required to be executed or
delivered in connection therewith.

       

      (h)  Each
Secured Party agrees that any action taken by the Collateral Agent in accordance
with the provisions of this Agreement or of the other document relating thereto,
and the exercise by the Collateral Agent or the Secured Parties of the powers
set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Secured
Parties.

       

      (i)  Each
of the Secured Parties hereby directs, in accordance with the terms hereof, the
Collateral Agent to release (or in the case of clause (ii) below, release or
subordinate) any Lien held by the Collateral Agent for the benefit of the
Secured Parties against any of the following: (i) all of the Collateral upon
payment and satisfaction in full of all obligations under the Notes and all
other obligations under the Transaction Documents that the Collateral Agent has
been notified in writing are then due and payable; (ii) any assets that are
subject to a Lien permitted by Section 3.2); and (iii) any part of the
Collateral sold or disposed of by the Company or any Subsidiary if such sale or
disposition is permitted by this Agreement  and the Notes (or
permitted pursuant to a waiver or consent of a transaction otherwise prohibited
by this Agreement and the Notes).  Each of the Secured Parties hereby
directs the Collateral Agent to execute and deliver or file such termination and
partial release statements and do such other things as are necessary to release
Liens to be released pursuant to this Section 7.14 promptly upon the
effectiveness of any such release.

       

      (j)  The
contact information for the Collateral Agent is: Cipher Capital Partners LLC,
c/o Burnham Hill Partners, 590 Madison Avenue, 5th Floor,
New York, New York  10022, Attention:  Michael
Liss.  The fax number for Cipher Capital Partners is (212) 980-9466
and the E-mail address is mliss@burnhamhill.com.  The telephone number
for Cipher Capital Partners is (212) 980-2200.

       

      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

       

      (k)  The
Collateral Agent:

       

                  (i)            shall
not be responsible in any manner for the validity, correctness or sufficiency of
any document or instrument received by or made available to it, in its capacity
as Collateral Agent hereunder.

       

                  (ii)            shall
be entitled to act upon any written certificate, statement, notice, demand,
request, consent, agreement or other instrument whatever, not only in reliance
upon its due execution and the validity and effectiveness of its provisions, but
also as to the accuracy and completeness of any information therein contained,
which the Collateral Agent shall in good faith believe to be genuine and to have
been signed or presented by any authorized person.

       

                  (iii)            shall
be entitled to request and receive from any party hereto such documents in
addition to those provided for herein as the Collateral Agent may deem necessary
to resolve any questions of fact involved in the administration of its duties
hereunder.

       

                  (iv)            may,
at the expense of the remaining parties, consult independent counsel of its
choice in respect to any question relating to its duties or responsibilities
under this Agreement, and shall not be liable for any action taken or omitted in
good faith on advice of such counsel.

       

                  (v)            shall
be under no obligation to advance any monetary sum in connection with the
maintenance or administration of this Agreement, to institute or defend any
action, suit or legal proceeding in connection herewith, or to take any other
action likely to involve the Collateral Agent in expense, unless first
indemnified by the remaining parties to the Collateral Agent’s
satisfaction.

       

                  (vi)            shall
not be bound by any amendment to this Agreement or by any other such amendment
or agreement unless the same shall have been executed by the Collateral
Agent.

       

                  (vii)            shall
have only such duties and responsibilities as are expressly set forth in this
Agreement in the performance of its obligations hereunder.

       

                 
 (viii)            
acknowledges specifically its obligations under section 6.2(b) above regarding
pro rata distributions of the proceeds of any collection or sale of the
Collateral, as well as any Collateral consisting of cash.

       

      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      


      


       

                  (ix)            may,
if it becomes uncertain concerning its rights and responsibilities with respect
to its duties or if it receives instructions with respect to the Collateral that
it believes to be in conflict with this Agreement or is advised that a dispute
has arisen with respect to its duties under this Agreement, without liability,
refrain from taking any action until it is directed otherwise in a writing
signed by all of the Secured Parties or by an order of a court of competent
jurisdiction.  The Collateral Agent is not obligated to institute or
defend any legal proceedings, although it may, in its sole discretion and at the
remaining parties’ expense, institute or defend such proceedings (including
proceedings seeking a declaratory judgment) and join interested
parties.

       

                  (x)            The
Collateral Agent will be paid a fee of $3,000 for its agreement to serve as the
Collateral Agent.  This fee is payable upon the execution of this
Agreement.

       

      [Signature page
follows]


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      


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

       

      
        
          	 
      	
                  DIRT
      MOTOR SPORTS, INC.

                  d/b/a
      WORLD RACING GROUP, INC.

                   

                  By:
        /s/ Tom
Deery

                  Name:  Tom
      Deery

                  Title:  President
      and Chief Executive Officer

                   

                   

                  CARTER
      & MIRACLE CONCESSIONS, LLC

                   

                  By:
        /s/ Brian
      Carter

                   Name:  Brian
      Carter

                  Title:  Executive
      Vice President

                   

                   

                  SECURED
      PARTY

                   

                   

                  NORTH
      SOUND LEGACY INTERNATIONAL, LTD.

                   

                  By:
      /s/  Thomas
      E. Mcauley

                  Name:  Thomas
      E. Mcauley

                  Title:  Chief
      Investment Officer

                   

                   

                  NORTH
      SOUND CAPITAL LLC

                   

                  By:
      /s/  Thomas
      E. Mcauley

                  Name:  Thomas
      E. Mcauley

                  Title:  Chief
      Investment Officer

                   

                   

                  NORTH
      SOUND LEGACY INSTITUTIONAL FUND, LLC

                   

                  By:
      /s/  Thomas
      E. Mcauley

                  Name:  Thomas
      E. Mcaule

                  Title:  Chief
      Investment Officer

                   

                   

                  CIPHER
      06 LLC

                  By: /s/  Michael
      S. Liss      

                  Name:  Michael
      S. Liss

                  Title:  Managing
      Member

                  

                  

                


        

      

      
      

       

      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

      
        	 	      
                C.E.
      UNTERBERG, TOWBIN CAPITAL PARTNERS, I, L.P.

                 

                By:
      /s/  Andrew                    

                Name:  Andrew

                Title:  Managing
      Member of General Partner

                 

                BASSO
      MULTI-STRATEGY HOLDING FUND, LTD.

                 

                 

                By:
      /s/  Howard
      I. Fischer

                Title:  Authorized
      Signatory

                 

                 

                BASSO
      FUND LTD.

                 

                By:
      /s/  Thomas
      E. Mcauley

                Name:  Howard
      I. Fischer

                Title:  Authorized
      Signatory

                 

                 

                VICIS
      CAPITAL MASTER FUND

                 

                By:
      /s/  Keith                       

                Title:  Chief
      Financial Officer, Vicis Capital LLC

                 

                 

                TRELLUS
      SMALL CAP OPPORTUNITY OFFSHORE FUND LIMITED

                 

                By:
      /s/  Adam
      Usdan

                Name:  Adam
      Usdan

                Title:  President

                 

                 

                TRELLUS
      SMALL CAP OPPORTUNITY FUND,  LP

                 

                By:
      /s/  Adam
      Usdan

                Name:  Adam
      Usdan

                Title:  President

                 

                 

                TRELLUS
      OFFSHORE FUND LIMITED

                 

                By:
      /s/  Adam
      Usdan

                Name:  Adam
      Usdan

                Title:  President

                 

                 

                 

              


      

       

      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

       

      
      

       

      
        	 	      
                TRELLUS
      PARTNERS, II, LP

                 

                By:
      /s/  Adam
      Usdan

                 Name:  Adam
      Usdan

                Title:  President

                 

                 

                TRELLUS
      PARTNERS, LP

                 

                By:
      /s/  Adam
      Usdan

                Title:  President

                 

                 

                IROQUOIS
      MASTER FUND, LTD.

                 

                By:
      /s/  Josh Silver
      

                Name:  Josh
      Silver

                Title:  Authorized
      Signatory  

              


      

       

      Acknowledged
and agreed:

      


      Collateral
Agent:

      


      CIPHER 06
LLC

      


      By: /s/ Jason T.
Adelman

      Name:  Jason
T. Adelman

      Title:
Managing Member