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                                                                   Exhibit 10.22

                                                                  EXECUTION COPY

                          SECURITY AND PLEDGE AGREEMENT

         THIS SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into
as of March 23, 2004 among TEAM HEALTH, INC., a Tennessee corporation (the
"Borrower"), the Subsidiaries of the Borrower listed on the signature pages
hereto and any future Subsidiary that becomes a party hereto (the "Subsidiary
Guarantors"; together with the Borrower, individually an "Obligor", and
collectively the "Obligors") and BANK OF AMERICA, N.A., in its capacity as
administrative agent (together with any successor appointed pursuant to Section
10.09 of the Credit Agreement described below, in such capacity, the
"Administrative Agent") for the lenders (the "Lenders") from time to time party
to the Credit Agreement described below.

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof (as amended, modified, extended, renewed or replaced from time to time,
the "Credit Agreement") among the Borrower, the Guarantors party thereto, the
Lenders and the Administrative Agent, the Lenders have agreed to make Loans and
issue Letters of Credit upon the terms and subject to the conditions set forth
therein; and

         WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
to issue (or participate in) Letters of Credit under the Credit Agreement that
the Obligors shall have executed and delivered this Agreement to the
Administrative Agent for the ratable benefit of the Lenders.

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       Definitions.

                  (a)      Capitalized terms used and not otherwise defined
         herein shall have the meanings ascribed to such terms in the Credit
         Agreement, and the following terms which are defined in the Uniform
         Commercial Code in effect in the jurisdiction applicable to the
         affected Collateral (as hereinafter defined) (the "UCC") on the date
         hereof are used herein as so defined: Accession, Account, As-Extracted
         Collateral, Chattel Paper, Commercial Tort Claims, Commingled Goods,
         Consumer Goods, Deposit Account, Documents Electronic Chattel Paper,
         Equipment, Farm Products, Fixtures, General Intangible, Goods,
         Instrument, Inventory, Investment Property, Letter-of-Credit Right,
         Manufactured Home, Proceeds, Securities Entitlement, Securities
         Account, Software, Standing Timber, Supporting Obligation and Tangible
         Chattel Paper. For purposes of this Agreement, the term "Lender" shall
         include any Affiliate of any Lender which has entered into a Swap
         Contract permitted by Section 8.02(c)(v) of the Credit Agreement and/or
         a Treasury Management Agreement with any Loan Party.

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                  (b)      In addition, the following terms shall have the
         following meanings:

                  "Collateral": As defined in Section 2 hereof.

                  "Copyrights": The collective reference to (i) all copyrights
         arising under the laws of the United States, any other country or any
         political subdivision thereof, whether registered or unregistered and
         whether published or unpublished (including, without limitation, those
         listed in Schedule 6.24 to the Credit Agreement, all registrations and
         recordings thereof, and all applications in connection therewith,
         including, without limitation, all registrations, recordings and
         applications in the United States Copyright Office, and (ii) the right
         to obtain all renewals thereof.

                  "Copyright Licenses": Any written agreement naming any Obligor
         as licensor or licensee (including, without limitation, those listed in
         Schedule 6.24 to the Credit Agreement, granting any right under any
         Copyright, including, without limitation, the grant of rights to
         manufacture, distribute, exploit and sell materials derived from any
         Copyright.

                  "Excluded Property":  As defined in Section 2 hereof.

                  "Intellectual Property": The collective reference to all
         rights, priorities and privileges relating to intellectual property,
         whether arising under United States, multinational or foreign laws or
         otherwise, including, without limitation, the Copyrights, the Copyright
         Licenses, the Patents, the Patent Licenses, the Trademarks and the
         Trademark Licenses, and all rights to sue at law or in equity for any
         infringement or other impairment thereof, including the right to
         receive all proceeds and damages therefrom.

                  "Patents": The collective reference to (i) all letter patents
         of the United States, any other country or any political subdivision
         thereof, all reissues and extensions thereof and all goodwill
         associated therewith, including, without limitation, any of the
         foregoing referred to in Schedule 6.24 to the Credit Agreement, (ii)
         all applications for letter patents of the United States or any other
         country and all divisions, continuations and continuations-in-part
         thereof, including, without limitation, any of the foregoing referred
         to in Schedule 6.24 to the Credit Agreement, and (iii) all rights to
         obtain any reissues or extensions of the foregoing.

                  "Patent License": All agreements, whether written or oral,
         providing for the grant by or to any Obligor of any right to
         manufacture, use or sell any invention covered in whole or in part by a
         Patent, including, without limitation, any of the foregoing referred to
         in Schedule 6.24 to the Credit Agreement.

                  "Secured Obligations": The collective reference to all of the
         Obligations, now existing or hereafter arising pursuant to the Loan
         Documents and owing from any Loan Party to any Lender or the
         Administrative Agent, whether primary, secondary, direct, contingent,
         or joint and several, including, without limitation, all liabilities
         arising under

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         Swap Contracts permitted by Section 8.02(c)(v) of the Credit Agreement
         and/or Treasury Management Agreements between any Loan Party and any
         Lender or any Affiliate of a Lender and all obligations and liabilities
         incurred in connection with collecting and enforcing the foregoing.

                  "Subsidiary Equity": With respect to each Obligor (i) 100% of
         the issued and outstanding Capital Stock of each direct Domestic
         Subsidiary and (ii) 65% (or such greater percentage that, (a) due to a
         change in an applicable Law after the date hereof, could not reasonably
         be expected to cause the undistributed earnings of such Foreign
         Subsidiary as determined for United States federal income tax purposes
         to be treated as a deemed dividend to such Foreign Subsidiary's United
         States parent or (b) could not reasonably be expected to cause any
         material adverse tax consequences) of the issued and outstanding
         Capital Stock entitled to vote (within the meaning of Treas. Reg.
         Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital
         Stock not entitled to vote (within the meaning of Treas. Reg. Section
         1.956-2(c)(2)) in each direct Foreign Subsidiary, including the
         respective percentages of the Capital Stock of such Subsidiaries set
         forth on Schedule 1(b)(ii) hereto and any other shares of Capital Stock
         hereafter required to be pledged and delivered to the Administrative
         Agent pursuant to Section 7.14 of the Credit Agreement, in each case
         together with the certificates (or other agreements or instruments), if
         any, representing such shares, and all options and other rights,
         contractual or otherwise, with respect thereto, including, but not
         limited to, the following:

                           (1)      all shares or securities representing a
                  dividend thereon, or representing a distribution or return of
                  capital upon or in respect thereof, or resulting from a stock
                  split, revision, reclassification or other exchange therefore,
                  and any subscriptions, warrants, rights or options issued to
                  the holder thereof, or otherwise in respect thereof; and

                           (2)      in the event of any consolidation or merger
                  involving the issuer thereof and in which such issuer is not
                  the surviving Person, all shares of each class of the Capital
                  Stock of the successor Person formed by or resulting from such
                  consolidation or merger.

                  "Trademarks": The collective reference to (i) all trademarks,
         trade names, corporate names, company names, business names, fictitious
         business names, trade styles, service marks, logos and other source or
         business identifiers, and all goodwill associated therewith, now
         existing or hereafter adopted or acquired, all registrations and
         recordings thereof, and all applications in connection therewith,
         whether in the United States Patent and Trademark Office or in any
         similar office or agency of the United States, any State thereof or any
         other country or any political subdivision thereof, or otherwise, and
         all common-law rights related thereto, including, without limitation,
         any of the foregoing referred to in permitted by Section 6.24 of the
         Credit Agreement, and (ii) the right to obtain all renewals thereof.

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                  "Trademark License": Any agreement, whether written or oral,
         providing for the grant by or to any Obligor of any right to use any
         Trademark, including, without limitation, any of the foregoing referred
         to in permitted by Section 6.24 of the Credit Agreement.

         2.       Grant of Security Interest in the Collateral. To secure the
prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
each Obligor hereby grants to the Administrative Agent, for the benefit of the
Lenders, a continuing security interest in, and a right to set off against, any
and all right, title and interest of such Obligor in and to the following
personal property of the Obligors (to the extent not constituting Excluded
Property (as defined herein)), whether now owned or existing or owned, acquired,
or arising hereafter (collectively, the "Collateral"):

                  (a)      all Accounts;

                  (b)      all cash and Cash Equivalents;

                  (c)      all Chattel Paper;

                  (d)      those certain Commercial Tort Claims of the Obligors
                           set forth on Schedule 2(d) attached hereto;

                  (e)      all Deposit Accounts;

                  (f)      all Documents;

                  (g)      all Equipment;

                  (h)      all Fixtures;

                  (i)      all General Intangibles (including Intellectual
                           Property);

                  (j)      all Instruments, including without limitation the
                           Instruments evidencing the Indebtedness described on
                           Schedule 2(j) and owing to such Obligor by the
                           issuers named therein, and all interest, cash,
                           Instruments and other property from time to time
                           received, receivable or otherwise distributed in
                           respect of or in exchange for any or all of the
                           Instruments evidencing the Indebtedness;

                  (k)      all Inventory;

                  (l)      all Investment Property;

                  (m)      all Letter-of-Credit Rights;

                  (n)      all Software;

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                  (o)      all Subsidiary Equity;

                  (p)      all Supporting Obligations;

                  (q)      all Accessions; and

                  (r)      Proceeds of any and all of the foregoing;

provided, however, the foregoing grant of a security interest shall be deemed
not to grant a security interest in any of the property described below (such
property being hereinafter referred to as "Excluded Property"):

                           (i)      any Equipment, General Intangibles or
                  contracts related thereto, but only to the extent that, under
                  applicable Laws, the applicable Obligor is expressly
                  prohibited from granting a security interest therein or
                  applicable Laws provide for the involuntary forfeiture of the
                  property in the event a security interest is granted therein
                  without the consent of the appropriate Governmental Authority,
                  or at all; provided, however, that if such prohibition or the
                  condition requiring such consent relates only to the
                  foreclosure of a security interest or the exercise of other
                  rights and remedies upon a default but not to the granting of
                  a security interest therein, then a security interest in such
                  property shall be deemed to be granted by this Agreement
                  subject to the condition that the consent of such Governmental
                  Authority is obtained by the Administrative Agent prior to
                  foreclosure or exercising its other rights or remedies
                  hereunder as to which such consent is required;

                           (ii)     any Equipment, General Intangibles or
                  contracts related thereto, but only to the extent that the
                  terms and provisions of a written agreement, document or
                  instrument in effect on the date hereof creating or evidencing
                  such property or any rights relating thereto expressly
                  prohibit the granting of a security interest therein or
                  condition the granting of a security interest therein on the
                  consent of a third party whose consent has not been obtained
                  or would cause, or allow a third party to cause, the
                  forfeiture of such property upon the granting of a security
                  interest therein (other than to the extent that any such
                  requirement or restriction would be rendered ineffective
                  pursuant to the UCC or other applicable Law (including Debtor
                  Relief Laws)), provided, however, that if such prohibition or
                  the condition requiring such consent relates only to the
                  foreclosure of a security interest or the exercise of other
                  rights or remedies upon a default, then a security interest in
                  such property shall be deemed to be granted by this Agreement
                  subject to the condition that the consent of such third party
                  is obtained by the Administrative Agent prior to foreclosure
                  or exercising of its other rights or remedies hereunder as to
                  which such consent is required; and

                           (iii)    any Capital Stock of Foreign Subsidiaries
                  that does not constitute Subsidiary Equity.

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         In the event of the termination or elimination of any prohibition or
the requirement for any consent contained in any applicable law, rule,
regulation, agreement, document or instrument to the extent sufficient to permit
any Excluded Property to become Collateral hereunder, or upon the granting of
any such consent, or waiving or terminating any requirement for such consent, a
security interest in such Excluded Property shall be automatically and
simultaneously granted hereunder in such Excluded Property, and the Excluded
Property automatically and simultaneously shall be deemed to be pledged to the
Administrative Agent and shall be included as Collateral hereunder.

         The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest created hereby in the
Collateral (i) constitutes continuing collateral security for all of the Secured
Obligations, whether now existing or hereafter arising and (ii) is not to be
construed as an assignment of any Intellectual Property.

         3.       Representations and Warranties. Each Obligor hereby represents
and warrants to the Administrative Agent, for the benefit of the Lenders, that
until such time as the Secured Obligations (other than contingent
indemnification obligations) have been paid in full and the Commitments have
expired or been terminated:

                  (a)      Ownership. Each Obligor has the right to pledge,
         sell, assign or transfer the Collateral in which it has an interest.
         There exists no "adverse claim" within the meaning of Section 8-102 of
         the UCC as of the date hereof with respect to the Subsidiary Equity of
         such Obligor.

                  (b)      Security Interest/Priority. This Agreement, when
         executed and delivered and upon making of the initial Credit
         Extensions, creates a valid security interest in favor of the
         Administrative Agent, for the benefit of the Lenders, in the Collateral
         of such Obligor, and, when properly perfected by filing, shall
         constitute a valid perfected security interest in such Collateral
         (including all uncertificated Subsidiary Equity consisting of
         partnership or limited liability company interests that do not
         constitute a security pursuant to Section 8-103(c) of the UCC), to the
         extent such security can be perfected by filing under the UCC, free and
         clear of all Liens except for Permitted Liens. The taking possession by
         the Administrative Agent of the certificates (if any) representing the
         Subsidiary Equity and all other Instruments constituting Collateral
         will perfect and establish the first priority of the Administrative
         Agent's security interest in all certificated Subsidiary Equity and
         such Instruments.

                  (c)      Types of Collateral. None of the Collateral consists
         of, or is the Proceeds of, (i) As-Extracted Collateral, (ii) Consumer
         Goods, (iii) Farm Products, (iv) Manufactured Homes or (v) Standing
         Timber.

                  (d)      Accounts. (i) Each Account of the Obligors and the
         papers and documents relating thereto are genuine, (ii) each Account
         arises out of (A) a bona fide sale of goods sold and delivered by such
         Obligor (or in the process of being delivered) or (B) services
         theretofore actually rendered by such Obligor to, the account debtor
         named therein, (iii) no Account of an Obligor with a principal balance
         equal to or greater than Twenty-Five

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         Thousand Dollars ($25,000) is evidenced by any Instrument or Chattel
         Paper unless such Instrument or Chattel Paper has been theretofore
         endorsed over and delivered to, or submitted to the control of, the
         Administrative Agent and (iv) no surety bond was required or given in
         connection with any Account of an Obligor or the contracts or purchase
         orders out of which they arose.

                  (e)      Equipment and Inventory. With respect to any material
         Equipment and/or Inventory of an Obligor, each such Obligor has
         exclusive possession and control of such Equipment and Inventory of
         such Obligor except for (i) Equipment leased by such Obligor as a
         lessee, (ii) Equipment or Inventory in transit with common or other
         carriers, or (iii) Equipment or Inventory that is out for repair. No
         material Inventory is held by an Obligor pursuant to consignment, sale
         or return, sale on approval or similar arrangement.

                  (f)      Authorization of Subsidiary Equity. All Subsidiary
         Equity is duly authorized and validly issued, is fully paid and
         nonassessable and is not subject to the preemptive rights of any
         Person.

                  (g)      Exercising of Rights. The exercise by the
         Administrative Agent of its rights and remedies hereunder will not
         violate any Law or governmental regulation or any material contractual
         restriction binding on or affecting an Obligor or any of its Property.

                  (h)      [Reserved]

                  (i)      No Other Shares. As of the Closing Date, no Obligor
         owns any Subsidiary Equity required to be pledged pursuant to Section
         7.14 of the Credit Agreement other than as set forth on Schedule
         1(b)(ii) attached hereto.

                  (j)      Partnership and Limited Liability Company Interests.
         Except as previously disclosed to the Administrative Agent, none of the
         Subsidiary Equity consisting of partnership or limited liability
         company interests (i) is dealt in or traded on a securities exchange or
         in a securities market, (ii) by its terms expressly provides that it is
         a security governed by Article 8 of the UCC, (iii) is an investment
         company security, (iv) is held in a securities account or (v)
         constitutes a "security" or a "financial asset" as such terms are
         defined in Article 8 of the UCC.

         4.       Covenants. Each Obligor covenants that until such time as the
Secured Obligations (other than contingent indemnification obligations) have
been paid in full and the Commitments have expired or been terminated, such
Obligor shall:

                  (a)      Instruments/Chattel Paper/Subsidiary Equity. (i) If
         any amount with a principal balance equal to or greater than One
         Hundred Thousand Dollars ($100,000) and payable under or in connection
         with any of the Collateral shall be or become evidenced by any
         Instrument or Tangible Chattel Paper, or if any property constituting
         Collateral with a value equal to or greater than One Hundred Thousand
         Dollars ($100,000) shall be stored or shipped subject to a Document,
         ensure that such Instrument, Tangible Chattel Paper or

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         Document is either in the possession of such Obligor at all times or,
         if reasonably requested by the Administrative Agent to perfect its
         security interest in such Collateral, is delivered to the
         Administrative Agent duly indorsed in a manner reasonably satisfactory
         to the Administrative Agent. Such Obligor shall ensure that any
         Collateral consisting of Tangible Chattel Paper is marked with a legend
         reasonably acceptable to the Administrative Agent indicating the
         Administrative Agent's security interest in such Tangible Chattel
         Paper.

                  (ii) Deliver to the Administrative Agent promptly upon the
         receipt thereof by or on behalf of an Obligor as required by Section
         7.14 of the Credit Agreement, all other certificates and instruments
         constituting Subsidiary Equity of an Obligor. Prior to delivery to the
         Administrative Agent, all such certificates and instruments
         constituting Subsidiary Equity of an Obligor shall be held in trust by
         such Obligor for the benefit of the Administrative Agent pursuant
         hereto. All such certificates representing Subsidiary Equity shall be
         delivered in suitable form for transfer by delivery or shall be
         accompanied by duly executed instruments of transfer or assignment in
         blank, substantially in the form provided in Schedule 4(a)(ii) attached
         hereto.

                  (b)      Change in Corporate Structure or Location. Not,
         without providing 30 days prior written notice to the Administrative
         Agent, change its registered legal name, change its corporate structure
         or change its jurisdiction of organization, except to the extent such
         change in corporate structure or jurisdiction will not have a
         materially adverse impact on the perfection or priority of the
         Administrative Agent's security interest in the Collateral.

                  (c)      Filing of Financing Statements, Notices, etc. Each
         Obligor hereby authorizes the Administrative Agent to prepare and file
         such financing statements (including renewal statements) or amendments
         thereof or supplements thereto or other instruments as the
         Administrative Agent may from time to time reasonably deem necessary in
         order to perfect and maintain the security interests granted hereunder
         in accordance with the UCC (including authorization to describe the
         Collateral as "all personal property" or "all assets."). Each Obligor
         shall also execute and deliver to the Administrative Agent such
         agreements, assignments or instruments (including affidavits, notices,
         reaffirmations and amendments and restatements of existing documents,
         as the Administrative Agent may reasonably request) and do all such
         other things as the Administrative Agent may reasonably deem necessary
         (i) to assure to the Administrative Agent its security interests
         hereunder, including (A) such instruments as the Administrative Agent
         may from time to time reasonably request in order to perfect and
         maintain the security interests granted hereunder in accordance with
         the UCC, (B) with regard to copyrights and copyright applications, a
         Notice of Grant of Security Interest in Copyrights in the form of
         Schedule 4(c)(i)(B), (C) with regard to patents and patent
         applications, a Notice of Grant of Security Interest in Patents for
         filing with the United States Patent and Trademark Office in the form
         of Schedule 4(c)(i)(C) attached hereto and (D) with regard to
         trademarks and trademark applications, a Notice of Grant of Security
         Interest in Trademarks for filing with the United States Patent and
         Trademark Office in the form of Schedule 4(c)(i)(D) attached hereto,
         (ii) to consummate the transactions contemplated hereby and (iii) to
         otherwise protect and assure the Administrative Agent of its rights and
         interests hereunder.

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                  (d)      Control. Each Obligor shall execute and deliver all
         agreements, assignments, instruments or other documents as reasonably
         requested by the Administrative Agent for the purpose of obtaining and
         maintaining control with respect to any Collateral consisting of (i)
         Deposit Accounts, (ii) Investment Property, (iii) Letter-of-Credit
         Rights and (iv) Electronic Chattel Paper.

                  (e)      Collateral Held by Warehouseman, Bailee, etc. If any
         Collateral with a value equal to or greater than One Million Dollars
         ($1,000,000) is at any time in the possession or control of a
         warehouseman, bailee or any agent or processor of such Obligor and the
         Administrative Agent so requests (i) notify such Person in writing of
         the Administrative Agent's security interest therein, (ii) instruct
         such Person to hold all such Collateral for the Administrative Agent's
         account and subject to the Administrative Agent's instructions and
         (iii) use reasonable efforts to obtain a written acknowledgment from
         such Person that it is holding such Collateral for the benefit of the
         Administrative Agent.

                  (f)      Treatment of Accounts. Not grant or extend the time
         for payment of any Account, or compromise or settle any Account for
         less than the full amount thereof, or release any person or property,
         in whole or in part, from payment thereof, or allow any credit or
         discount thereon, other than as normal and customary in the ordinary
         course of an Obligor's business.

                  (g)      Commercial Tort Claims; Notice of Litigation. (i)
         Promptly forward to the Administrative Agent written notification of
         any and all Commercial Tort Claims claiming as damages an amount in
         excess of One Hundred Thousand Dollars ($100,000), including, but not
         limited to, any and all such actions, suits, and proceedings before any
         court or Governmental Authority by or affecting such Obligor or any of
         its Subsidiaries and (ii) execute and deliver such statements,
         documents and notices and do and cause to be done all such things as
         may be reasonably required by the Administrative Agent, or required by
         law, including all things which may from time to time be necessary
         under the UCC to fully create, preserve, perfect and protect the
         priority of the Administrative Agent's security interest in any
         Commercial Tort Claims.

                  (h)      Books and Records. Mark its books and records (and
         shall cause the issuer of the Subsidiary Equity of such Obligor to mark
         its books and records) to reflect the security interest granted to the
         Administrative Agent, for the benefit of the Lenders, pursuant to this
         Agreement.

                  (i)      Nature of Collateral. At all times maintain the
         Collateral as personal property and not affix any of the Collateral to
         any real property in a manner which would change its nature from
         personal property to real property or a Fixture to real property,
         unless the Administrative Agent shall have a perfected Lien on such
         Fixture or real property.

                  (j)      Issuance or Acquisition of Capital Stock. Not without
         executing and delivering, or causing to be executed and delivered, to
         the Administrative Agent such agreements, documents and instruments as
         the Administrative Agent may reasonably

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         require, issue or acquire any Capital Stock consisting of an interest
         in a partnership or a limited liability company that (i) is dealt in or
         traded on a securities exchange or in a securities market, (ii) by its
         terms expressly provides that it is a security governed by Article 8 of
         the UCC, (iii) is an investment company security, (iv) is held in a
         securities account or (v) constitutes a "security" or a "financial
         asset" as such terms are defined in Article 8 of the UCC.

                  (k)      Intellectual Property.

                           (i)      Such Obligor (either itself or through
                  licensees) will (A) continue to use each material Trademark on
                  each and every trademark class of goods applicable to its
                  current line as reflected in its current catalogs, brochures
                  and price lists in order to maintain such Trademark in full
                  force free from any claim of abandonment for non-use unless in
                  the good faith judgment of such Obligor the use of such
                  Trademark is no longer commercially reasonable, (B) maintain
                  as in the past the quality of products and services offered
                  under such Trademark except to the extent, in the good faith
                  judgment of such Obligor, any change in quality is
                  commercially reasonable, (C) use such Trademark with the
                  appropriate notice of registration and all other notices and
                  legends required by applicable Laws, (D) not adopt or use any
                  mark which is confusingly similar or a colorable imitation of
                  such Trademark unless the Administrative Agent, for the
                  ratable benefit of the Lenders, shall obtain a perfected
                  security interest in such mark pursuant to this Agreement, and
                  (E) not (and not permit any licensee or sublicensee thereof
                  to) do any act or knowingly omit to do any act whereby such
                  Trademark may become invalidated or impaired in any way except
                  to the extent Obligor, in its good faith judgment, deems the
                  same to be commercially reasonable.

                           (ii)     Such Obligor (either itself or through
                  licensees) will not do any act, or omit to do any act, whereby
                  any material Patent may become forfeited, abandoned or
                  dedicated to the public unless in the good faith judgment of
                  such Obligor the use of such Patent is no longer commercially
                  reasonable.

                           (iii)    Unless in the good faith judgment of such
                  Obligor, the use of a particular Copyright is no longer
                  necessary to its business, such Obligor (either itself or
                  through licensees) (A) will employ each material Copyright and
                  (B) will not (and will not permit any licensee or sublicensee
                  thereof to) do any act or knowingly omit to do any act whereby
                  any material portion of the Copyrights may become invalidated
                  or otherwise impaired. Such Obligor will not (either itself or
                  through licensees) do any act whereby any material portion of
                  the Copyrights may fall into the public domain unless in the
                  good faith judgment of such Obligor the use of such Copyright
                  is no longer necessary.

                           (iv)     Such Obligor (either itself or through
                  licensees) will not do any act that knowingly uses any
                  material Intellectual Property to infringe the intellectual
                  property rights of any other Person.

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                           (v)      Such Obligor will notify the Administrative
                  Agent within fifty (50) days after the end of each fiscal
                  quarter if it learned during the quarter then ended that any
                  application or registration relating to any material
                  Intellectual Property may become forfeited, abandoned or
                  dedicated to the public, or of any adverse determination or
                  development (including, without limitation, the institution
                  of, or any such determination or development in, any
                  proceeding in the United States Patent and Trademark Office,
                  the United States Copyright Office or any court or tribunal in
                  any country) regarding such Obligor's ownership of, or the
                  validity of, any material Intellectual Property or such
                  Obligor's right to register the same or to own and maintain
                  the same.

                           (vi)     Whenever such Obligor, either by itself or
                  through any agent, employee, licensee or designee, shall file
                  an application for the registration of any Intellectual
                  Property with the United States Patent and Trademark Office,
                  the United States Copyright Office or any similar office or
                  agency in any other country or any political subdivision
                  thereof, such Obligor shall report such filing to the
                  Administrative Agent within fifty (50) days after the end of
                  each fiscal quarter in which such filing occurs. Upon request
                  of the Administrative Agent, such Obligor shall execute and
                  deliver, and have recorded, any and all agreements,
                  instruments, documents, and papers as the Administrative Agent
                  may reasonably request to evidence the Administrative Agent's
                  and the Lenders' security interest in any Copyright, Patent or
                  Trademark and the goodwill and general intangibles of such
                  Obligor relating thereto or represented thereby.

                           (vii)    Such Obligor will take all reasonable and
                  necessary steps, including, without limitation, in any
                  proceeding before the United States Patent and Trademark
                  Office, the United States Copyright Office or any similar
                  office or agency in any other country or any political
                  subdivision thereof, to maintain and pursue each application
                  (and to obtain the relevant registration) and to maintain each
                  registration of the material Intellectual Property, including,
                  without limitation, filing of applications for renewal,
                  affidavits of use and affidavits of incontestability except to
                  the extent such Obligor in good faith deems the same to be no
                  longer necessary for its business.

                           (viii)   In the event that any material Intellectual
                  Property is infringed, misappropriated or diluted by a third
                  party, such Obligor shall, to the extent it has knowledge of
                  such infringement, misappropriation or dilution (A) take such
                  actions as such Obligor shall in good faith deem appropriate
                  under the circumstances to protect such Intellectual Property
                  and (B) if such Intellectual Property is of material economic
                  value, promptly notify the Administrative Agent after it
                  learns thereof and, to the extent such Obligor in good faith
                  deems it commercially reasonable to do so, sue for
                  infringement, misappropriation or dilution, to seek injunctive
                  relief where appropriate and to recover any and all damages
                  for such infringement, misappropriation or dilution.

                                       11
<PAGE>

                  (l)      Insurance. Insure, repair and replace the Collateral
         of such Obligor as set forth in the Credit Agreement. All insurance
         proceeds paid in connection with any insurance providing coverage with
         respect to any Collateral shall be subject to the security interest of
         the Administrative Agent hereunder.

         5.       Advances. (i) Upon the occurrence of and during the existence
of an Event of Default or (ii) upon the failure of any Obligor to perform any of
the covenants and agreements contained herein and upon prior written notice to
the Obligors if, with respect to this clause (ii), the Administrative Agent
reasonably determines that the taking of a particular action is required prior
to the expiration of any applicable cure period(s) in order to prevent an
impairment of its rights in and to any Collateral, then, in either case, the
Administrative Agent may, at its sole option and in its sole discretion, perform
the same and in so doing may expend such sums as the Administrative Agent
reasonably may deem advisable in the performance thereof, including, without
limitation, the payment of insurance premiums, the payment of taxes, a payment
to obtain a release of a Lien or potential Lien, expenditures made in defending
against adverse claims and other expenditures which the Administrative Agent or
the Lenders may reasonably make for the protection of the security hereof or
which may be compelled to make by operation of law. All such sums and amounts so
expended shall be repayable by the Obligors on a joint and several basis
promptly upon timely notice thereof and demand therefore, and shall constitute
additional Secured Obligations. No such performance of any covenant or agreement
by the Administrative Agent or the Lenders on behalf of any Obligor, and no such
advance or expenditure therefore, shall relieve the Obligors of any Default or
Event of Default. The Administrative Agent or the Lenders may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by an Obligor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

         6.       Remedies.

                  (a)      General Remedies. Upon the occurrence of an Event of
         Default and during the continuation thereof, the Administrative Agent
         or the Lenders shall have, in addition to the rights and remedies
         provided herein, in the Loan Documents, in the Swap Contracts and/or
         Treasury Management Agreements between any Obligor and any Lender, or
         under applicable Laws (including, but not limited to, levy of
         attachment, garnishment and the rights and remedies set forth in the
         UCC), the rights and remedies of a secured party under the UCC
         (regardless of whether the UCC is the law of the jurisdiction where the
         rights and remedies are asserted and regardless of whether the UCC
         applies to the affected Collateral), and further, the Administrative
         Agent may, with or without judicial process or the aid and assistance
         of others, (i) enter on any premises on which any of the Collateral may
         be located and, without resistance or interference by the Obligors,
         take possession of the Collateral, (ii) dispose of any Collateral on
         any such premises, (iii) require the Obligors to assemble and make
         available to the Administrative Agent at the expense of the Obligors
         any Collateral at any place and time designated by the Administrative
         Agent which is reasonably convenient to both parties, (iv) remove any
         Collateral from any such premises for the

                                       12
<PAGE>

         purpose of effecting sale or other disposition thereof, and/or (v)
         without demand and without advertisement, notice, hearing or process of
         law, all of which each of the Obligors hereby waives to the fullest
         extent permitted by law, at any place and time or times, sell and
         deliver any or all Collateral held by or for it at public or private
         sale (which in the case of a private sale of Subsidiary Equity, shall
         be to a restricted group of purchasers who will be obligated to agree,
         among other things, to acquire such securities for their own account,
         for investment and not with a view to the distribution or resale
         thereof), at any exchange or broker's board or elsewhere, by one or
         more contracts, in one or more parcels, for cash, upon credit or
         otherwise, at such prices and upon such terms as the Administrative
         Agent deems advisable, in its sole discretion (subject to any and all
         mandatory legal requirements). Each Obligor acknowledges that any such
         private sale may be at prices and on terms less favorable to the seller
         than the prices and other terms which might have been obtained at a
         public sale and, notwithstanding the foregoing, agrees that such
         private sale shall be deemed to have been made in a commercially
         reasonable manner and, in the case of a sale of Subsidiary Equity, that
         the Administrative Agent shall have no obligation to delay sale of any
         such securities for the period of time necessary to permit the issuer
         of such securities to register such securities for public sale under
         the Securities Act of 1933. To the extent the rights of notice cannot
         be legally waived hereunder, each Obligor agrees that any requirement
         of reasonable notice shall be met if such notice is personally served
         on or mailed, postage prepaid, to the Borrower in accordance with the
         notice provisions of Section 11.02 of the Credit Agreement at least 10
         Business Days before the time of sale or other event giving rise to the
         requirement of such notice. Each Obligor further acknowledges and
         agrees that any offer to sell any Subsidiary Equity which has been (i)
         publicly advertised on a bona fide basis in a newspaper or other
         publication of general circulation in the financial community of New
         York, New York (to the extent that such offer may be advertised without
         prior registration under the Securities Act of 1933), or (ii) made
         privately in the manner described above shall be deemed to involve a
         "public sale" under the UCC, notwithstanding that such sale may not
         constitute a "public offering" under the Securities Act of 1933, and
         the Administrative Agent may, in such event, bid for the purchase of
         such securities. The Administrative Agent and the Lenders shall not be
         obligated to make any sale or other disposition of the Collateral
         regardless of notice having been given. To the extent permitted by law,
         any Lender may be a purchaser at any such sale. To the extent permitted
         by applicable law, each of the Obligors hereby waives all of its rights
         of redemption with respect to any such sale. Subject to the provisions
         of applicable law, the Administrative Agent and the Lenders may
         postpone or cause the postponement of the sale of all or any portion of
         the Collateral by announcement at the time and place of such sale, and
         such sale may, without further notice, to the extent permitted by law,
         be made at the time and place to which the sale was postponed, or the
         Administrative Agent and the Lenders may further postpone such sale by
         announcement made at such time and place.

                  (b)      Remedies relating to Accounts. During the
         continuation of an Event of Default, whether or not the Administrative
         Agent has exercised any or all of its rights and remedies hereunder,
         the Administrative Agent shall have the right to enforce any Obligor's
         rights against any account debtors and obligors on such Obligor's
         Accounts. Each Obligor acknowledges and agrees that the Proceeds of its
         Accounts remitted to or on behalf of the

                                       13
<PAGE>

         Administrative Agent in accordance with the provisions hereof shall be
         solely for the Administrative Agent's own convenience and that such
         Obligor shall not have any right, title or interest in such Accounts or
         in any such other amounts except as expressly provided herein. The
         Administrative Agent and the Lenders shall have no liability or
         responsibility to any Obligor for acceptance of a check, draft or other
         order for payment of money bearing the legend "payment in full" or
         words of similar import or any other restrictive legend or endorsement
         or be responsible for determining the correctness of any remittance.
         Furthermore, during the continuation of an Event of Default, (i) the
         Administrative Agent shall have the right, but not the obligation, to
         make test verifications of the Accounts in any manner and through any
         medium that it reasonably considers advisable, and the Obligors shall
         furnish all such assistance and information as the Administrative Agent
         may require in connection with such test verifications, (ii) upon the
         Administrative Agent's request and at the expense of the Obligors, the
         Obligors shall cause independent public accountants or others
         satisfactory to the Administrative Agent to furnish to the
         Administrative Agent reports showing reconciliations, aging and test
         verifications of, and trial balances for, the Accounts and (iii) the
         Administrative Agent in its own name or in the name of others may
         communicate with account debtors on the Accounts to verify with them to
         the Administrative Agent's satisfaction the existence, amount and terms
         of any Accounts.

                  (c)      Access. In addition to the rights and remedies
         hereunder, upon the occurrence of an Event of Default and during the
         continuance thereof, the Administrative Agent shall have the right to
         enter and remain upon the various premises of the Obligors without cost
         or charge to the Administrative Agent, and use the same, together with
         materials, supplies, books and records of the Obligors for the purpose
         of collecting and liquidating the Collateral, or for preparing for sale
         and conducting the sale of the Collateral, whether by foreclosure,
         auction or otherwise. In addition, the Administrative Agent may remove
         Collateral, or any part thereof, from such premises and/or any records
         with respect thereto, in order to effectively collect or liquidate such
         Collateral.

                  (d)      Nonexclusive Nature of Remedies. Failure by the
         Administrative Agent or the Lenders to exercise any right, remedy or
         option under this Agreement, any other Loan Document, any Swap Contract
         and/or Treasury Management Agreement between any Obligor and any
         Lender, or as provided by law, or any delay by the Administrative Agent
         or the Lenders in exercising the same, shall not operate as a waiver of
         any such right, remedy or option. No waiver hereunder shall be
         effective unless it is in writing, signed by the party against whom
         such waiver is sought to be enforced and then only to the extent
         specifically stated, which in the case of the Administrative Agent or
         the Lenders shall only be granted as provided herein. To the extent
         permitted by law, neither the Administrative Agent, the Lenders, nor
         any party acting as attorney for the Administrative Agent or the
         Lenders, shall be liable hereunder for any acts or omissions or for any
         error of judgment or mistake of fact or law other than their gross
         negligence or willful misconduct hereunder. The rights and remedies of
         the Administrative Agents and the Lenders under this Agreement shall be
         cumulative and not exclusive of any other right or remedy which the
         Administrative Agent or the Lenders may have.

                                       14
<PAGE>

                  (e)      Retention of Collateral. The Administrative Agent
         may, in compliance with Sections 9-620 and 9-621 of the UCC or
         otherwise complying with the requirements of applicable law of the
         relevant jurisdiction, accept or retain the Collateral in satisfaction
         of the Secured Obligations. Unless and until the Administrative Agent
         shall have provided such notices, however, the Administrative Agent
         shall not be deemed to have retained any Collateral in satisfaction of
         any Secured Obligations for any reason.

                  (f)      Deficiency. In the event that the proceeds of any
         sale, collection or realization are insufficient to pay all amounts to
         which the Administrative Agent or the Lenders are legally entitled, the
         Obligors shall be jointly and severally liable for the deficiency,
         together with interest thereon at the Default Rate, together with the
         costs of collection and the reasonable fees of any attorneys employed
         by the Administrative Agent to collect such deficiency. Any surplus
         remaining after the full payment and satisfaction of the Secured
         Obligations (other than contingent indemnification obligations) shall
         be returned to the Obligors or to whomsoever a court of competent
         jurisdiction shall determine to be entitled thereto.

         7.       Rights of the Administrative Agent.

                  (a)      Power of Attorney. Each Obligor hereby designates and
         appoints the Administrative Agent, on behalf of the Lenders, and each
         of its designees or agents, as attorney-in-fact of such Obligor,
         irrevocably and with power of substitution, with authority upon the
         occurrence and during the continuance of an Event of Default to take
         any or all of the following actions:

                           (i)      to demand, collect, settle, compromise,
                  adjust, give discharges and releases, all as the
                  Administrative Agent may reasonably determine;

                           (ii)     to commence and prosecute any actions at any
                  court for the purposes of collecting any Collateral and
                  enforcing any other right in respect thereof;

                           (iii)    to defend, settle or compromise any action
                  brought and, in connection therewith, give such discharge or
                  release as the Administrative Agent may deem reasonably
                  appropriate;

                           (iv)     receive, open and dispose of mail addressed
                  to an Obligor and endorse checks, notes, drafts, acceptances,
                  money orders, bills of lading, warehouse receipts or other
                  instruments or documents evidencing payment, shipment or
                  storage of the goods giving rise to the Collateral of such
                  Obligor on behalf of and in the name of such Obligor, or
                  securing, or relating to such Collateral;

                           (v)      sell, assign, transfer, make any agreement
                  in respect of, or otherwise deal with or exercise rights in
                  respect of, any Collateral or the

                                       15
<PAGE>

                  goods or services which have given rise thereto, as fully and
                  completely as though the Administrative Agent were the
                  absolute owner thereof for all purposes;

                           (vi)     adjust and settle claims under any insurance
                  policy relating thereto;

                           (vii)    execute and deliver all assignments,
                  conveyances, statements, security agreements, affidavits,
                  notices and other agreements, instruments and documents that
                  the Administrative Agent may determine necessary in order to
                  perfect and maintain the security interests and liens granted
                  in this Agreement and in order to fully consummate all of the
                  transactions contemplated therein;

                           (viii)   institute any foreclosure proceedings that
                  the Administrative Agent may deem appropriate; and

                           (ix)     do and perform all such other acts and
                  things as the Administrative Agent may reasonably deem to be
                  necessary, proper or convenient in connection with the
                  Collateral.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable until such time as the Secured Obligations (other than
         contingent indemnification obligations) have been paid in full and the
         Commitments have expired or been terminated. The Administrative Agent
         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 the Administrative Agent in this Agreement, and shall not be
         liable for any failure to do so or any delay in doing so. The
         Administrative Agent shall not be liable for any act or omission or for
         any error of judgment or any mistake of fact or law in its individual
         capacity or its capacity as attorney-in-fact except acts or omissions
         resulting from its gross negligence, bad faith or willful misconduct.
         This power of attorney is conferred on the Administrative Agent solely
         to protect, preserve and realize upon its security interest in the
         Collateral.

                  (b)      Assignment by the Administrative Agent. The
         Administrative Agent may from time to time assign the Secured
         Obligations to a successor Administrative Agent appointed pursuant to
         Section 10.09 of the Credit Agreement, and such successor shall be
         entitled to all of the rights and remedies of the Administrative Agent
         under this Agreement in relation thereto.

                  (c)      The Administrative Agent's Duty of Care. Other than
         the exercise of reasonable care to assure the safe custody of the
         Collateral while being held by the Administrative Agent hereunder and
         the accounting for moneys actually received by the Administrative Agent
         hereunder, the Administrative Agent shall have no duty or liability to
         preserve rights pertaining thereto, it being understood and agreed that
         the Obligors shall be responsible for preservation of all rights in the
         Collateral, and the Administrative Agent shall be relieved of all
         responsibility for the Collateral upon surrendering it or tendering the

                                       16
<PAGE>

         surrender of it to the Obligors. The Administrative Agent shall accord
         the Collateral treatment substantially equal to that which the
         Administrative Agent accords its own property and other similar
         property in its possession, which shall be no less than the treatment
         employed by a reasonable and prudent agent in the industry, it being
         understood that the Administrative Agent shall not have responsibility
         for taking any necessary steps to preserve rights against any parties
         with respect to any of the Collateral. In the event of a public or
         private sale of Collateral pursuant to Section 6 hereof, the
         Administrative Agent shall have no obligation to clean-up, repair or
         otherwise prepare the Collateral for sale.

                  (d)      Liability with Respect to Accounts. The
         Administrative Agent shall not have any obligation or liability under
         any Account (or any agreement giving rise thereto) by reason of or
         arising out of this Agreement or the receipt by the Administrative
         Agent of any payment relating to such Account pursuant hereto, nor
         shall the Administrative Agent be obligated in any manner to perform
         any of the obligations of an Obligor under or pursuant to any Account
         (or any agreement giving rise thereto), to make any payment, to make
         any inquiry as to the nature or the sufficiency of any payment received
         by it or as to the sufficiency of any performance by any party under
         any Account (or any agreement giving rise thereto), to present or file
         any claim, to take any action to enforce any performance or to collect
         the payment of any amounts which may have been assigned to it or to
         which it may be entitled at any time or times.

                  (e)      Voting and Payment Rights in Respect of the
         Subsidiary Equity.

                           (i)      So long as no Event of Default shall exist,
                  each Obligor may (A) exercise any and all voting and other
                  consensual rights pertaining to the Subsidiary Equity of such
                  Obligor or any part thereof for any purpose not inconsistent
                  with the terms of this Agreement or the Credit Agreement and
                  (B) receive and retain any and all dividends (other than stock
                  dividends and other dividends constituting Collateral which
                  are addressed hereinabove), principal or interest paid in
                  respect of the Subsidiary Equity to the extent they are
                  allowed under the Credit Agreement;

                           (ii)     During the continuance of an Event of
                  Default, (A) all rights of an Obligor to exercise the voting
                  and other consensual rights which it would otherwise be
                  entitled to exercise pursuant to clause (i)(A) above shall
                  cease and all such rights shall thereupon become vested in the
                  Administrative Agent which shall then have the sole right to
                  exercise such voting and other consensual rights, (B) all
                  rights of an Obligor to receive the dividends, principal and
                  interest payments which it would otherwise be authorized to
                  receive and retain pursuant to clause (i)(B) above shall cease
                  and all such rights shall thereupon be vested in the
                  Administrative Agent which shall then have the sole right to
                  receive and hold as Collateral such dividends, principal and
                  interest payments, and (C) all dividends, principal and
                  interest payments which are received by an Obligor contrary to
                  the provisions of clause (ii)(B) above shall be received in
                  trust for the benefit of the Administrative Agent, shall be
                  segregated from other property or funds of such Obligor, and
                  shall be forthwith paid over to the Administrative Agent as

                                       17
<PAGE>

                  Collateral in the exact form received, to be held by the
                  Administrative Agent as Collateral and as further collateral
                  security for the Secured Obligations; and

                           (iii)    After any and all Events of Default have
                  been cured, terminated or waived in accordance with the Credit
                  Agreement (i) such Obligor shall have the right to exercise
                  the voting, managerial and other consensual rights and powers
                  that it would otherwise be entitled pursuant to subsection
                  7(e)(i) above, (ii) such Obligor shall have the right to
                  receive and retain cash dividends and other distributions that
                  it would otherwise be entitled pursuant to subsection 7(e)(ii)
                  above, and (iii) within five (5) Business Days after such
                  cure, termination or waiver, the Administrative Agent shall
                  repay and deliver to such Obligor all cash and monies that
                  such Obligor is entitled to retain pursuant to subsection
                  7(e)(ii) above.

         8.       Application of Proceeds. Upon the acceleration of the Secured
Obligations pursuant to Section 9.02 of the Credit Agreement, any payments in
respect of the Secured Obligations and any proceeds of the Collateral, when
received by the Administrative Agent or any of the Lenders in cash or its
equivalent, will be applied in reduction of the Secured Obligations in the order
set forth in Section 9.03 of the Credit Agreement.

         9.       Continuing Agreement.

                  (a)      This Agreement shall remain in full force and effect
         until such time as the Secured Obligations (other than contingent
         indemnification obligations) have been paid in full and the Commitments
         have expired or been terminated, at which time (i) this Agreement shall
         be automatically terminated, (ii) the Administrative Agent shall, upon
         the request and at the expense of the Obligors, forthwith release all
         of its liens and security interests hereunder and shall execute and
         deliver all UCC termination statements and/or other documents
         reasonably requested by the Obligors evidencing such termination, and
         (ii) the Administrative Agent shall deliver to the Borrower an
         authorization to file all such UCC and other termination statements and
         related filings as may be necessary to effectuate the release of the
         liens and security interests created hereunder.

                  (b)      This Agreement shall continue to be effective or be
         automatically reinstated, as the case may be, if at any time payment,
         in whole or in part, of any of the Secured Obligations is rescinded or
         must otherwise be restored or returned by the Administrative Agent or
         any Lender as a preference, fraudulent conveyance or otherwise under
         any bankruptcy, insolvency or similar law, all as though such payment
         had not been made; provided that in the event payment of all or any
         part of the Secured Obligations is rescinded or must be restored or
         returned, all reasonable costs and expenses (including without
         limitation any reasonable legal fees and disbursements) incurred by the
         Administrative Agent or any Lender in defending and enforcing such
         reinstatement shall be deemed to be included as a part of the Secured
         Obligations.

                                       18
<PAGE>

         10.      Amendments; Waivers; Modifications, etc. This Agreement and
the provisions hereof may not be amended, waived, modified, changed, discharged
or terminated except as set forth in Section 11.01 of the Credit Agreement.

         11.      Successors in Interest. This Agreement shall be binding upon
each Obligor, its successors and assigns and shall inure, together with the
rights and remedies of the Administrative Agent and the Lenders hereunder, to
the benefit of the Administrative Agent and the Lenders and their successors and
permitted assigns.

         12.      Notices. All notices required or permitted to be given under
this Agreement shall be in conformance with Section 11.02 of the Credit
Agreement.

         13.      Counterparts. This Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.

         14.      Headings. The headings of the sections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

         15.      Governing Law; Submission to Jurisdiction; Venue; WAIVER OF
JURY TRIAL. The terms of Sections 11.17 and 11.18 of the Credit Agreement with
respect to governing law, submission to jurisdiction, venue and waiver of jury
trial are incorporated herein by reference, mutatis mutandis, and the parties
hereto agree to such terms.

         16.      Severability. If any provision of any of the Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         17.      Entirety. This Agreement, the other Loan Documents and the
Swap Contracts and/or Treasury Management Agreements between any Obligor and any
Lender represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Loan
Documents, the Swap Contracts and/or Treasury Management Agreements between any
Obligor and any Lender or the transactions contemplated herein and therein.

         18.      Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real property and securities owned by an
Obligor), or by a guarantee, endorsement or property of any other Person, then
the Administrative Agent and the Lenders shall have the right to proceed against
such other property, guarantee or endorsement upon the occurrence of any Event
of Default, and the Administrative Agent and the Lenders have the right, in
their sole discretion, to determine which rights, security, liens, security
interests or remedies the Administrative Agent and the Lenders shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in
any way modifying or affecting any of them or any of the Administrative Agent's
and the Lenders' rights or

                                       19
<PAGE>

the Secured Obligations under this Agreement, under any other of the Loan
Documents or under any Swap Contract and/or Treasury Management Agreement
between any Obligor and any Lender.

                  [remainder of page intentionally left blank]

                                       20
<PAGE>

         Each of the parties hereto has caused a counterpart of this Agreement
to be duly executed and delivered as of the date first above written.

OBLIGORS:         TEAM HEALTH, INC.

                  By: /s/ Robert Abramowski
                     -------------------------------------------
                  Name: Robert Abramowski
                  Title: Executive Vice President

                  ACCESS NURSE PM, INC.
                  AFTER HOURS PEDIATRICS, INC.
                  AMERICAN CLINICAL RESOURCES, INC.
                  CHARLES L. SPRINGFIELD, INC.
                  CLINIC MANAGEMENT SERVICES, INC.
                  CORRECTIONAL HEALTHCARE ADVANTAGE, INC.
                  CULLMAN EMERGENCY PHYSICIANS, INC.
                  DANIEL & YEAGER, INC.
                  DRS. SHEER, AHEARN & ASSOCIATES, INC.
                  EMERGENCY COVERAGE CORPORATION
                  EMERGENCY PHYSICIAN ASSOCIATES, INC.
                  ERIE SHORES EMERGENCY PHYSICIANS, INC.
                  GREENBRIER EMERGENCY PHYSICIANS, INC.
                  EMERGENCY PROFESSIONAL SERVICES, INC.
                  HEALTH CARE ALLIANCE, INC.
                  HERSCHEL FISCHER, INC.
                  IMBS, INC.
                  INPHYNET CONTRACTING SERVICES, INC.
                  INPHYNET HOSPITAL SERVICES, INC.
                  INPHYNET SOUTH BROWARD, INC.
                  KARL G. MANGOLD, INC.
                  KELLY MEDICAL SERVICES CORPORATION
                  MED: ASSURE SYSTEMS, INC.
                  MEDICAL MANAGEMENT RESOURCES, INC.
                  MEDICAL SERVICES, INC.
                  METROAMERICAN RADIOLOGY, INC.
                  NORTHWEST EMERGENCY PHYSICIANS,
                    INCORPORATED
                  PARAGON CONTRACTING SERVICES, INC.

                  By:  /s/ Robert Abramowski
                     -----------------------------------------------
                  Name: Robert Abramowski
                  Title: Vice President

                                                               SIGNATURE PAGE TO
                                                   SECURITY AND PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004

<PAGE>

OBLIGORS (CONTINUED):.

                              PHYSICIAN INTEGRATION CONSULTING
                                SERVICES, INC.
                              QUANTUM PLUS, INC.
                              REICH, SEIDELMANN & JANICKI CO.
                              ROSENDORF MARGULIES BORUSHOK &
                                SCHOENBAUM  RADIOLOGY ASSOCIATES OF
                                HOLLYWOOD, INC.
                              SOUTHEASTERN EMERGENCY PHYSICIANS  OF
                                MEMPHIS, INC.
                              SOUTHEASTERN EMERGENCY PHYSICIANS, INC.
                              SPECTRUM CRUISE CARE, INC.
                              SPECTRUM HEALTHCARE RESOURCES OF
                                DELAWARE, INC.
                              SPECTRUM HEALTHCARE RESOURCES, INC.
                              SPECTRUM HEALTHCARE SERVICES, INC.
                              SPECTRUM HEALTHCARE, INC.
                              SPECTRUM PRIMARY CARE OF DELAWARE,
                                INC.
                              SPECTRUM PRIMARY CARE, INC.
                              TEAM ANESTHESIA, INC.
                              TEAM HEALTH ANESTHESIA MANAGEMENT
                                SERVICES, INC.
                              TEAM HEALTH FINANCIAL SERVICES, INC.
                              TEAM RADIOLOGY, INC.
                              TH CONTRACTING MIDWEST, LLC
                              THE EMERGENCY ASSOCIATES FOR MEDICINE,
                                INC.

                              By: /s/ Robert Abramowski
                                 ----------------------------------
                              Name:  Robert Abramowski
                              Title: Vice President

                                                               SIGNATURE PAGE TO
                                                   SECURITY AND PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004

<PAGE>

OBLIGORS (CONTINUED):

                          FISCHERMANGOLD, A CALIFORNIA GENERAL
                            PARTNERSHIP

                          By: Herschel Fischer, Inc., General Partner

                          By: /s/ Robert Abramowski
                              ---------------------------------
                          Name: Robert Abramowski
                          Title: Vice President

                          By: Karl G. Mangold, Inc., General Partner

                          By: /s/ Robert Abramowski
                              ---------------------------------
                          Name: Robert Abramowski
                          Title: Vice President

                          MT. DIABLO EMERGENCY PHYSICIANS, A
                            CALIFORNIA GENERAL PARTNERSHIP

                          By: Herschel Fischer, Inc., General Partner

                          By: /s/ Robert Abramowski
                              ---------------------------------
                          Name: Robert Abramowski
                          Title: Vice President

                          By: Karl G. Mangold, Inc., General Partner

                          By: /s/ Robert Abramowski
                              ---------------------------------
                          Name: Robert Abramowski
                          Title: Vice President

                                                               SIGNATURE PAGE TO
                                                   SECURITY AND PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004

<PAGE>

OBLIGORS (CONTINUED):

                       PARAGON HEALTHCARE LIMITED
                         PARTNERSHIP

                       By: Inphynet Hospital Services, Inc., its general partner

                       By: /s/ Robert Abramowski
                           ---------------------------------
                       Name: Robert Abramowski
                       Title: Vice President

                       TEAM HEALTH SOUTHWEST, L.P.

                       By: Team Radiology, Inc., its general partner

                       By: /s/ Robert Abramowski
                           ---------------------------------
                       Name: Robert Abramowski
                       Title: Vice President

                       TEAM HEALTH BILLING SERVICES, L.P.

                       By: Team Health, Inc., its general partner

                       By: /s/ Robert Abramowski
                           ---------------------------------
                       Name: Robert Abramowski
                       Title: Vice President

                                                               SIGNATURE PAGE TO
                                                   SECURITY AND PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004
<PAGE>

Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent

By:     /s/ Aamir Saleem
        ----------------
Name:   Aamir Saleem
Title:  Vice President

                                                               SIGNATURE PAGE TO
                                                   SECURITY AND PLEDGE AGREEMENT
                                                               TEAM HEALTH, INC.
                                                                      MARCH 2004

<PAGE>

                                SCHEDULE 1(b)(ii)
                                SUBSIDIARY EQUITY

<PAGE>

                                  SCHEDULE 2(d)

                             COMMERCIAL TORT CLAIMS

<PAGE>

                                  SCHEDULE 2(j)

                               PLEDGED INSTRUMENTS

<PAGE>

                                SCHEDULE 4(a)(ii)

                             IRREVOCABLE STOCK POWER

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to the following shares of Capital Stock of _____________________, a __________
corporation:

         No. of Shares                               Certificate No.

and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such Capital Stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.
The effectiveness of a transfer pursuant to this stock power shall be subject to
any and all transfer restrictions referenced on the face of the certificates
evidencing such interest or in the certificate of incorporation or bylaws of the
subject corporation, to the extent they may from time to time exist.

                           By: _____________________________________
                           Name: ___________________________________
                           Title: __________________________________

<PAGE>

                               SCHEDULE 4(c)(i)(B)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   COPYRIGHTS

United States Copyright Office

Gentlemen:

         Please be advised that pursuant to the Security Agreement dated as of
March_____ , 2004 (as the same may be amended, modified, extended or restated
from time to time, the "Agreement") by and among the Obligors party thereto
(each an "Obligor" and collectively, the "Obligors") and Bank of America, N.A.,
as administrative agent (the "Administrative Agent") for the Lenders referenced
therein (the "Lenders"), the undersigned Obligor has granted a continuing
security interest in and continuing lien upon, the copyrights and copyright
applications shown below to the Administrative Agent for the ratable benefit of
the Lenders:

                                   COPYRIGHTS

                                                              Date of
Copyright No.         Description of Copyright               Copyright

                             COPYRIGHT APPLICATIONS

Copyright             Description of Copyright           Date of Copyright
Applications No.            Applied For                     Applications

<PAGE>

         The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest in the foregoing
copyrights and copyright applications (i) may only be terminated in accordance
with the terms of the Agreement and (ii) is not to be construed as an assignment
of any copyright or copyright application.

                                            Very truly yours,

                                            ____________________________________
                                            [Obligor]

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By: ________________________________________
Name: ______________________________________
Title: _____________________________________

<PAGE>

                               SCHEDULE 4(c)(i)(C)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                     PATENTS

United States Patent and Trademark Office

Gentlemen:

         Please be advised that pursuant to the Security Agreement dated as of
March _______, 2004 (the "Agreement") by and among the Obligors party thereto
(each an "Obligor" and collectively, the "Obligors") and Bank of America, N.A.,
as administrative agent (the "Administrative Agent") for the Lenders referenced
therein (the "Lenders"), the undersigned Obligor has granted a continuing
security interest in and continuing lien upon, the patents and patent
applications shown below to the Administrative Agent for the ratable benefit of
the Lenders:

                                     PATENTS

                         Description of Patent                       Date of
Patent No.                       Item                                 Patent

                               PATENT APPLICATIONS

   Patent                Description of Patent                   Date of Patent
Applications No.              Applied For                          Applications

<PAGE>

         The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest in the foregoing patents
and patent applications (i) may only be terminated in accordance with the terms
of the Agreement and (ii) is not to be construed as an assignment of any patent
or patent application.

                                            Very truly yours,

                                            ____________________________________
                                            [Obligor]

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By: ________________________________________
Name: ______________________________________
Title: _____________________________________

<PAGE>

                               SCHEDULE 4(c)(i)(D)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

         Please be advised that pursuant to the Security Agreement dated as of
July 25, 2003 (the "Agreement") by and among the Obligors party thereto (each an
"Obligor" and collectively, the "Obligors") and Bank of America, N.A., as
Administrative Agent (the "Administrative Agent") for the Lenders referenced
therein (the "Lenders"), the undersigned Obligor has granted a continuing
security interest in and continuing lien upon, the trademarks and trademark
applications shown below to the Administrative Agent for the ratable benefit of
the Lenders:

                                   TRADEMARKS

                         Description of Trademark                   Date of
Trademark No.                    Item                               Trademark

                             TRADEMARK APPLICATIONS

Trademark                Description of Trademark           Date of Trademark
Applications No.                Applied For                    Applications

<PAGE>

         The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest in the foregoing
trademarks and trademark applications (i) may only be terminated in accordance
with the terms of the Agreement and (ii) is not to be construed as an assignment
of any trademark or trademark application.

                                            Very truly yours,

                                            ____________________________________
                                            [Obligor]

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

Acknowledged and Accepted:

BANK OF AMERICA, N.A., as Administrative Agent

By: ________________________________________
Name: ______________________________________
Title: _____________________________________