EXHIBIT 10.15

                                 EXHIBIT "C"
                                     TO
                              CREDIT AGREEMENT

                          Form of Security Agreement
                          --------------------------
<PAGE>

                             SECURITY AGREEMENT

      SECURITY AGREEMENT  ("Agreement")  dated  as of  April 17, 2000,  among
 PEGASUS SYSTEMS,  INC., a  Delaware corporation  ("Borrower"); each  of  the
 Subsidiaries party hereto (the "Subsidiary  Guarantors"); and CHASE BANK  OF
 TEXAS, NATIONAL  ASSOCIATION, as  administrative agent  for the  lenders  or
 other financial institutions or entities party, as lenders (the  "Lenders"),
 to the Credit Agreement referred to  below (in such capacity, together  with
 its successors in such capacity, the "Administrative Agent").

      Borrower,   the   Subsidiary   Guarantors,   the   Lenders,   and   the
 Administrative Agent are parties to a Credit Agreement dated as of the  date
 hereof (as modified and  supplemented and in effect  from time to time,  the
 "Credit Agreement"), providing, subject to the terms and conditions thereof,
 for extensions of credit (by the making of loans) to be made by the  Lenders
 to Borrower.

      To induce the Lenders to enter into the Credit Agreement and to  extend
 credit thereunder,  and  for  other good  and  valuable  consideration,  the
 receipt and sufficiency of  which are hereby  acknowledged, each Debtor  (as
 hereinafter defined) has agreed to pledge  and grant a security interest  in
 the Pledged Collateral (as hereinafter defined) as security for the  Secured
 Obligations (as hereinafter defined).  Accordingly, the parties hereto agree
 as follows:

      Section 1.     Definitions.    All  capitalized  terms  used  and   not
 otherwise defined herein shall have their  respective meanings as set  forth
 in the Credit  Agreement.   Terms defined  in the  UCC shall  have the  same
 meanings when used,  unless otherwise defined,  in this Agreement.   If  the
 definition  given  a  term  in  the  Credit  Agreement  conflicts  with  the
 definition given that term in the UCC, then the Credit Agreement  definition
 controls to the extent allowed by  law.  If the  definition given a term  in
 Chapter 9 of the UCC  conflicts with the definition  given that term in  any
 other  chapter  of  the  UCC,  then  the  Chapter 9  definition  controls.
 Furthermore, as used in this Agreement:

      "Accounts" has the meaning set forth in Section 3.01(f) hereof.

      "Agreement" has the meaning set forth in the introduction hereto.

      "Contracts"  shall   mean  all   contracts,  undertakings,   or   other
 agreements,  including,   without   limitation,  the   Company   Acquisition
 Documents, as the same may be amended from time to time, and (a) all  rights
 of any Debtor  to receive  moneys due  and to  become due  thereunder or  in
 connection therewith, (b) all rights of any Debtor to damages arising out of
 or for breach or default in respect thereof and (c) all rights of any Debtor
 to exercise remedies thereunder.

      "Copyright Collateral" shall mean all Copyrights, whether now owned  or
 hereafter acquired by  any Debtor,  including each  Copyright identified  in
 Schedule 2 hereto.

      "Copyrights" shall  mean all  copyrights, copyright  registrations  and
 applications for copyright registrations, including, without limitation, all
 renewals and extensions thereof, the right to recover for all past,  present
 and  future  infringements  thereof,  and  all  other  rights  of  any  kind
 whatsoever accruing thereunder or pertaining thereto.
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      "Debtor" shall mean each of Borrower and each Subsidiary Guarantor.

      "Documents" has the meaning set forth in Section 3.01(l) hereof.

      "Equipment" has the meaning set forth in Section 3.01(j) hereof.

      "Equity Rights" shall mean, with respect to any Person, any outstanding
 subscriptions,  options,   warrants,  commitments,   preemptive  rights   or
 agreements of  any kind  (including any  voting  trust agreements)  for  the
 issuance,  sale,  registration  or  voting  of,  or  outstanding  securities
 convertible into, any additional  shares of capital stock  of any class,  or
 partnership or other ownership interests of any type in, such Person.

      "General Intangibles"  shall mean  any "general  intangibles", as  such
 term is defined in Section 9.106 of the UCC, now owned or hereafter acquired
 by any Debtor and, in any event, shall include, without limitation, each  of
 the  following,  whether now  owned  or  hereafter acquired  by any  Debtor:
 (a) all  Patents,  Trademarks,   Copyrights,  trade  secrets,   Intellectual
 Property, registrations,  renewal  rights, goodwill,  franchises,  licenses,
 permits, proprietary information, customer lists, designs, and inventions of
 any Debtor, (b) all books, records, data, plans, manuals, computer software,
 and computer programs  of any Debtor,  (c) all contract rights,  partnership
 interests, joint venture interests, securities, deposit accounts, investment
 accounts, certificates of  deposit and  investment property  of any  Debtor,
 (d) all rights of any Debtor to payment under letters of credit and  similar
 agreements, (e) all tax refunds and tax refund claims of any Debtor, (f) all
 choses in action  and causes  of action of  any Debtor  (whether arising  in
 contract, tort, or otherwise and whether or not currently in litigation) and
 all judgments  in favor  of any  Debtor, (g) all  rights and  claims of  any
 Debtor under warranties and  indemnities, and (h) all  rights of any  Debtor
 under any insurance, surety, or similar contract or arrangement.

      "Instruments" has the meaning set forth in Section 3.01(g) hereof.

      "Intellectual  Property"  shall   mean,  collectively,  all   Copyright
 Collateral, all  Patent Collateral  and all  Trademark Collateral,  together
 with  (a) all   inventions,  processes,   production  methods,   proprietary
 information, know-how and trade secrets; (b) all  licenses or user or  other
 agreements granted to any  Debtor with respect to  any of the foregoing,  in
 each case  whether  now  or  hereafter  owned  or  used  including,  without
 limitation, the licenses or other agreements  with respect to the  Copyright
 Collateral, the Patent  Collateral or  the Trademark  Collateral, listed  in
 Schedule 5 hereto;  (c) all information, customer  lists, identification  of
 suppliers,  data,  plans,  blueprints,  specifications,  designs,  drawings,
 recorded knowledge,  surveys, engineering  reports, test  reports,  manuals,
 materials standards, processing standards, performance standards,  catalogs,
 computer and automatic machinery software and programs; (d) all field repair
 data, sales  data and  other information  relating to  sales or  service  of
 products now or hereafter  manufactured; (e) all accounting information  and
 all media in  which or  on which  any information  or knowledge  or data  or
 records may be  recorded or stored  and all computer  programs used for  the
 compilation or printout  of such  information, knowledge,  records or  data;
 (f) all licenses, consents, permits, variances, certifications and approvals
 of governmental  agencies now  or  hereafter held  by  any Debtor;  (g)  all
 databases and  data collections  and all  rights therein;  (h) all  computer
 software including  all  source  code, object  code,  firmware,  development
 tools, files, records and data, all media  on which any of the foregoing  is
 recorded, and all  documentation related to  any of the  foregoing; (i)  all
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 domain names and Internet web sites and all rights and documentation related
 to any of the foregoing; (j) all mask works and registrations therefor,  and
 all other rights  corresponding thereto throughout  the world;  and (k)  all
 causes of action, claims and warranties  now or hereafter owned or  acquired
 by the Debtors in respect of any of the items listed above.

      "Interests" shall  mean, as  to any  Debtor  (i) all right,  title  and
 interest, now existing or hereafter acquired, of such Debtor in any LLC  but
 not any  of its  obligations from  time  to time  as  a member  (unless  the
 Administrative Agent shall become  a member as a  result of its exercise  of
 remedies herein) of any LLC; (ii) any and  all moneys due and to become  due
 to such Debtor now or in  the future by way of  a distribution made to  such
 Debtor in its  capacity as a  member of or  an owner of  any LLC;  (iii) any
 other property of any LLC to which such Debtor  now or in the future may  be
 entitled in its capacity  as a member of  or an owner of  any LLC by way  of
 distribution, return  of  capital  or otherwise;  (iv) any  other  claim  in
 respect of any LLC to which such Debtor now or in the future may be entitled
 in its capacity  as a member  of or an  owner of any  LLC and its  property,
 including any  rights  under  any operating  agreement  or  other  agreement
 governing or pertaining  to such  interests; (v) the  certificates, if  any,
 representing all such rights  and interests; (vi) all  right of such  Debtor
 under each limited liability company or operating agreement of each LLC; and
 (vii) to the  extent not  otherwise included,  all Proceeds  of any  of  the
 foregoing.

      "Inventory" has the meaning set forth in Section 3.01(h) hereof.

      "Issuers"  shall  mean,   collectively,  the  respective   corporations
 identified beneath the names of the  Debtors on Schedule l hereto under  the
 caption "Issuers," together with any  corporation created or acquired  after
 the date  hereof, the  capital stock  of  which is  required to  be  pledged
 hereunder pursuant to this Agreement or the Credit Agreement.

      "LLC"  shall  mean,  collectively,  the  respective  limited  liability
 companies identified beneath the  name of the  Debtors on Schedule 1  hereto
 under the  caption  "LLCs",  together with  any  limited  liability  company
 created or  acquired after  the  date hereof,  the  Interests in  which  are
 required to be pledged  hereunder pursuant to this  Agreement or the  Credit
 Agreement.

      "Motor Vehicles"  shall mean  motor  vehicles, tractors,  trailers  and
 other like  property, whether  or not  the title  thereto is  governed by  a
 certificate of title or ownership.

      "Partnership" shall  mean,  collectively, the  respective  partnerships
 identified beneath the name  of the Debtors on  Schedule 1 hereto under  the
 caption "Partnerships", together with  any partnerships created or  acquired
 after the date hereof, the Partnership Interests in which are required to be
 pledged hereunder pursuant to this Agreement or the Credit Agreement.
<PAGE>
      "Partnership Interests" shall  mean, as  to any  Debtor (i) all  right,
 title and interest, now  existing or hereafter acquired,  of such Debtor  in
 any Partnership  but not  any of  its obligations  from time  to time  as  a
 partner (unless the Administrative Agent shall become a partner as a  result
 of its exercise  of remedies herein)  of any Partnership;  (ii) any and  all
 moneys due and to become due to such Debtor now or in the future by way of a
 distribution made  to  such Debtor  in  its capacity  as  a partner  of  any
 Partnership; (iii) any  other  property of  any  Partnership to  which  such
 Debtor now or in the future may be entitled in its capacity as a partner  of
 any Partnership  by way  of distribution,  return of  capital or  otherwise;
 (iv) any other claim in respect of any Partnership to which such Debtor  now
 or in  the future  may be  entitled in  its  capacity as  a partner  of  any
 Partnership and its  property, including  any rights  under any  partnership
 agreement or  other  document governing  or  pertaining to  such  interests;
 (v) the certificates, if  any, representing all  such rights and  interests;
 (vi) all rights of such Debtor under  each partnership agreement or  limited
 partnership agreement  of  each Partnership;  and  (vii) to the  extent  not
 otherwise included, all Proceeds of any of the foregoing.

      "Patent Collateral"  shall  mean  all Patents,  whether  now  owned  or
 hereafter acquired  by  any  Debtor, including  each  Patent  identified  in
 Schedule 3 hereto.

      "Patents" shall  mean all  patents and  patent applications,  including
 without limitation, the  inventions and improvements  described and  claimed
 therein together  with  the reissues,  divisions,  continuations,  renewals,
 extensions and continuations-in-part thereof, all income, royalties, damages
 and payments now  or hereafter  due and/or  payable under  and with  respect
 thereto, including, without  limitation, damages  and payments  for past  or
 future infringements thereof, the right to sue for past, present and  future
 infringements thereof, and all  rights corresponding thereto throughout  the
 world.

      "Pledged Collateral" has the meaning set forth in Section 3.01 hereof.

      "Pledged Interests"  has  the  meaning  set  forth  in  Section 3.01(d)
 hereof.

      "Pledged Obligations" shall mean all of each Debtor's right, title  and
 interest, if any, in and to any and  all obligations owed to such Debtor  by
 any Person, whether now  existing or hereafter incurred,  and in and to  all
 collateral granted  to such  Debtor or  for the  benefit of  such Debtor  as
 collateral security for such obligations.

      "Pledged Securities" shall mean the  Pledged Interests and the  Pledged
 Stock, collectively.

      "Pledged Stock" has the meaning set forth in Section 3.01(a) hereof.

      "Proceeds" shall  mean  any "proceeds",  as  such term  is  defined  in
 Section 9.306  of the  UCC and,  in any  event, shall  include, but  not  be
 limited to, (a) any and all proceeds of any insurance, indemnity,  warranty,
 or guaranty payable to any Debtor from time  to time with respect to any  of
 the Pledged Collateral, (b)  any and all payments  (in any form  whatsoever)
 made or due and payable to any Debtor  from time to time in connection  with
 any requisition, confiscation, condemnation,  seizure, or forfeiture of  all
 or any part of the Pledged Collateral by any Governmental Authority (or  any
 person acting under color  of Governmental Authority), and  (c) any and  all
 other amounts from time to time paid or payable under or in connection  with
 any of the Pledged Collateral.
<PAGE>
      "Secured Obligations" shall mean the  "Obligations" (as defined in  the
 Credit  Agreement),   and  each   applicable  Debtor's   guarantee  of   the
 Obligations,  including,  without   limitation,  all   present  and   future
 indebtedness, liabilities,  and obligations  of Debtors  arising under  this
 Agreement, and all present and future  costs, attorneys' fees, and  expenses
 reasonably incurred by the Administrative Agent or any Lender to enforce any
 Debtor's  or  any  other  obligor's  payment  of  any  of  the  Obligations,
 including, without limitation (to the extent lawful), all present and future
 amounts that would become due but for the operation of '' 502 or 506 or  any
 other provision of Title 11  of the United States  Code and all present  and
 future accrued and unpaid interest (including, without limitation, all post-
 petition interest if any Debtor voluntarily or involuntarily becomes subject
 to Debtor Law).

      "Secured Party" shall mean each of, and "Secured Parties" means all of,
 the Administrative Agent and the Lenders.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Stock and Interests Collateral" shall mean, collectively, the  Pledged
 Collateral described in clauses (a) through  (e) of Section 3.01 hereof  and
 the Proceeds of any  such property and,  to the extent  related to any  such
 property or such Proceeds, all books, correspondence, credit files, records,
 invoices and other papers.

      "Trademark Collateral" shall mean all Trademarks, whether now owned  or
 hereafter acquired by  any Debtor,  including each  Trademark identified  in
 Schedule 4 hereto.  Notwithstanding the foregoing, the Trademark  Collateral
 does not and shall not include any Trademark that would be rendered invalid,
 abandoned, void or unenforceable by reason of its being included as part  of
 the Trademark Collateral.

      "Trademarks" shall mean all trade names, trademarks and service  marks,
 logos, trademark  and  service  mark  registrations,  and  applications  for
 trademark and service mark registrations, including, without limitation, all
 renewals  of   trademark  and   service  mark   registrations,  all   rights
 corresponding thereto throughout  the world, the  right to  recover for  all
 past, present and future infringements thereof, all other rights of any kind
 whatsoever accruing  thereunder or  pertaining  thereto, together,  in  each
 case, with the product lines and goodwill of the business connected with the
 use of, and symbolized by, each such trade name, trademark and service mark.

      "Uniform Commercial  Code" or  "UCC"shall mean  the Uniform  Commercial
 Code as in effect from time to time in the State of Texas.

      "Voting Powers"  has  the  meaning  set  forth  in  Section 8.17(a)(ii)
 hereof.
<PAGE>
      Section 2.     Debtors Remain Liable.  Notwithstanding anything to  the
 contrary contained herein,  (a) each Debtor  shall remain  liable under  the
 contracts and agreements included in the Collateral to the extent set  forth
 therein to perform all of its duties and obligations thereunder to the  same
 extent as if this Agreement had not  been executed, (b) the exercise by  the
 Administrative Agent of any  of its rights hereunder  shall not release  any
 Debtor from  any  of its  duties  or  obligations under  the  contracts  and
 agreements included in the Collateral, and  (c) none of the Secured  Parties
 shall have  any obligation  or  liability under  any  of the  contracts  and
 agreements included in the Collateral by reason of this Agreement, nor shall
 any Secured Party be obligated to  perform any of the obligations or  duties
 of any Debtor thereunder  or to take  any action to  collect or enforce  any
 claim for payment assigned hereunder.

      Section 3.     Pledged Collateral;  Registration of  Pledge of  Pledged
 Interests; Acknowledgments;  Delivery  of  Pledged  Securities  and  Pledged
 Obligations.

      3.1  Pledged Collateral.  As collateral security for the prompt payment
 in full when due (whether at stated maturity, by acceleration or  otherwise)
 of the Secured Obligations, each Debtor hereby pledges to the Administrative
 Agent, for the benefit of the Lenders as hereinafter provided, and grants to
 the Administrative  Agent, for  the benefit  of the  Lenders as  hereinafter
 provided, a security  interest in,  all of  such Debtor's  right, title  and
 interest in the  following property,  whether now  owned by  such Debtor  or
 hereafter acquired  and  whether  now  existing  or  hereafter  coming  into
 existence  (all   being  collectively   referred  to   herein  as   "Pledged
 Collateral"):

           (a)  the shares of common stock of the Issuers represented by  the
      certificates identified in  Schedule 1 hereto  under the  name of  such
      Debtor and each other corporation hereafter  acquired or formed by  any
      Debtor and all other shares of  capital stock of whatever class of  the
      Issuers now or hereafter owned by such Debtor and all Equity Rights  of
      any such Issuer  owned by any  Debtor, in each  case together with  the
      certificates evidencing the same, subject, in  the case of any  Foreign
      Subsidiary, to the limitation that shares of capital stock of any  such
      Issuer which represent in excess of 65% of the combined voting power of
      all classes  of capital  stock of  such Issuer  shall not  be  pledged;
      provided, however, that if following a change in the relevant  sections
      of the  Code  or the  regulations,  rules, rulings,  notices  or  other
      official pronouncements issued  or promulgated  thereunder which  would
      permit a pledge of 66-2/3% or  more of the total combined voting  power
      of all classes of capital stock  of any Foreign Subsidiary entitled  to
      vote  without  causing  the  undistributed  earnings  of  such  Foreign
      Subsidiary as determined for  Federal income taxes to  be treated as  a
      deemed dividend to the  Debtors for Federal  income tax purposes,  then
      the 65% limitation set  forth above shall no  longer be applicable  and
      the Debtors shall duly pledge and  deliver to the Administrative  Agent
      such of  the  capital stock  not  theretofore required  to  be  pledged
      hereunder (collectively, the "Pledged Stock");

           (b)  all shares,  securities, moneys  or property  representing  a
      dividend on any of the Pledged Stock, or representing a distribution or
      return of capital upon or in respect of the Pledged Stock, or resulting
      from a split-up, revision, reclassification or other like change of the
      Pledged Stock  or  otherwise received  in  exchange therefor,  and  any
      subscription warrants, rights or options issued  to the holders of,  or
      otherwise in respect of, the Pledged Stock;
<PAGE>
           (c)  all Pledged Obligations;

           (d)  all Interests  and  Partnership Interests  now  or  hereafter
      owned by  any  Debtor  and  any  limited  liability  company  interest,
      partnership  interest  or  other  ownership  or  equity  securities  or
      certificate   (including,   without    limitation,   any    certificate
      representing a distribution  in connection  with any  reclassification,
      increase  or  reduction  of  capital  or  any  certificate  issued   in
      connection with  any  reorganization),  option or  rights,  whether  in
      addition to, in substitution of, as a conversion of, or in exchange for
      Interests or  Partnership Interests,  or otherwise  in respect  thereof
      (collectively, the "Pledged Interests");

           (e)  without affecting the  obligations of such  Debtor under  any
      provision  prohibiting  such  action  hereunder  or  under  the  Credit
      Agreement, in the  event of  any consolidation  or merger  in which  an
      Issuer, LLC or Partnership is not the surviving corporation, all shares
      of each class  of the  capital stock  of the  successor corporation  or
      interests or certificates of the successor limited liability company or
      partnership owned by the Debtors (unless such successor is such  Debtor
      itself) formed by or resulting from such consolidation or merger;

           (f)  all accounts and general intangibles (each as defined in  the
      Uniform Commercial Code) of such Debtor  constituting any right to  the
      payment of money, including (but not limited to) all moneys due and  to
      become due to such Debtor  in respect of any  loans or advances or  for
      Inventory or Equipment or  other goods sold or  leased or for  services
      rendered, all moneys  due and to  become due to  such Debtor under  any
      guarantee (including  a letter  of credit)  of  the purchase  price  of
      Inventory or Equipment sold  by such Debtor and  all tax refunds  (such
      accounts, general intangibles and  moneys due and  to become due  being
      herein collectively called "Accounts");

           (g)  all instruments, chattel paper or letters of credit (each  as
      defined in  the  Uniform Commercial  Code)  of such  Debtor,  including
      without limitation  those  evidencing, representing,  arising  from  or
      existing  in  respect  of,  relating  to,  or  securing  or   otherwise
      supporting the payment of, any of the Accounts or Pledged  Obligations,
      including (but  not  limited to)  promissory  notes, drafts,  bills  of
      exchange   and   trade   acceptances   (herein   collectively    called
      "Instruments");

           (h)  all inventory (as defined in the Uniform Commercial Code)  of
      such Debtor, all  goods obtained by  such Debtor in  exchange for  such
      inventory, any products made or processed from such inventory including
      all substances, if any, commingled therewith or added thereto, and  any
      such inventory  as  is temporarily  out  of such  Debtor's  custody  or
      possession,  including  inventory  held   by  others  on   consignment,
      inventory on  the  premises of  others  and items  in  transit  (herein
      collectively called "Inventory");

           (i)  all Intellectual Property;

           (j)  all equipment (as defined in the Uniform Commercial Code)  of
      such Debtor (herein collectively called "Equipment");

           (k)  all Contracts;
<PAGE>
           (l)  all documents of title (as defined in the Uniform  Commercial
      Code)  or  other  receipts  of  such  Debtor  covering,  evidencing  or
      representing  Inventory  or   Equipment  (herein  collectively   called
      "Documents");

           (m)  all rights, claims  and benefits of  such Debtor against  any
      Person arising out of, relating to  or in connection with Inventory  or
      Equipment purchased by such Debtor, including, without limitation,  any
      such  rights,  claims  or  benefits  against  any  Person  storing   or
      transporting such Inventory or Equipment;

           (n)  all other  accounts (as  defined  in the  Uniform  Commercial
      Code) and General Intangibles, not otherwise included in the  foregoing
      clauses of this Section 3.01; and

           (o)  all other  tangible  and  intangible  personal  property  and
      fixtures of  such Debtor,  including without  limitation all  Proceeds,
      products, offspring,  accessions,  rents,  profits,  income,  benefits,
      substitutions and replacements of  and to any of  the property of  such
      Debtor described in the preceding clauses of this Section 3.01, and, to
      the extent related to  any property described in  such clauses or  such
      Proceeds, products and  accessions, all  books, correspondence,  credit
      files, records, invoices and other papers, including without limitation
      all tapes, cards, computer runs and  other papers and documents in  the
      possession or under the control of  such Debtor or any computer  bureau
      or service company from time to time acting for such Debtor.

 Notwithstanding the foregoing, the Pledged Collateral does not and shall not
 include any contract to which any Debtor is a party which would be  rendered
 void or unenforceable by reason of its being included as part of the Pledged
 Collateral or which is not assignable by its terms, unless a consent to  the
 assignment has been received by such Debtor and/or the Administrative Agent.

      3.2  Registration of Pledge.  Concurrently  with the execution of  this
 Agreement and  with  the  creation  or  acquisition  of  any  securities  or
 interests in any Issuer, LLC or  Partnership the securities or interests  in
 which are required to be pledged hereunder, each Debtor shall deliver to the
 Administrative Agent (i) an  Initial Transaction  Statement in  the form  of
 Exhibit A hereto confirming that  such Debtor has  registered the pledge  of
 its Interests and Partnership  Interests effected by  this Agreement on  the
 books of each applicable LLC or Partnership in which it has an Interest or a
 Partnership Interest and  (ii) an Acknowledgment  in the  form of  Exhibit B
 hereto of each Issuer, LLC or Partnership whose securities or interests  are
 Pledged Securities hereunder.

      3.3  Stock  Certificates.     Each  Debtor  hereby   delivers  to   the
 Administrative Agent all  of the certificates  evidencing the Pledged  Stock
 owned by such Debtor which is represented by certificates, endorsed in blank
 or accompanied with appropriate undated stock powers executed in blank. Each
 Debtor has caused the Lien of the Administrative Agent in and to the Pledged
 Stock to be registered upon the books of the Issuers of the Pledged Stock.
 If at any time any Pledged Stock  which is not represented by a  certificate
 as of  the date  of this  Agreement  shall be  represented  by one  or  more
 certificates, then  each  Debtor shall  promptly  deliver the  same  to  the
 Administrative Agent accompanied  by stock  powers duly  executed in  blank,
 with signature  properly guaranteed.   All  other  shares of  Pledged  Stock
 subsequently acquired by each Debtor shall be pledged to the  Administrative
 Agent and if  represented by  a certificate,  certificates representing  the
 same shall be delivered to  the Administrative Agent contemporaneously  with
 the acquisition thereof, accompanied by stock powers duly executed in blank.
<PAGE>
      3.4  Financing Statements; Registration; Certificates.  Each Debtor has
 executed and delivered to the Administrative Agent such financing statements
 as the Administrative Agent has requested.  Each Debtor has caused the  Lien
 of the Administrative  Agent in  and to  the Interests  and the  Partnership
 Interests to be registered upon the  books of the issuers of such  Interests
 and Partnership Interests.   If  at any  time any  Interests or  Partnership
 Interests shall  be  represented by  one  or  more certificates  or  by  any
 documents that are instruments (as defined in the Uniform Commercial  Code),
 then  the  appropriate  Debtor  shall  promptly  deliver  the  same  to  the
 Administrative Agent accompanied by  duly executed transfer powers  endorsed
 in blank respecting such certificates or documents.

      3.5  Pledged  Obligations.    Each   Debtor  hereby  delivers  to   the
 Administrative Agent all of the promissory notes, instruments and agreements
 evidencing the Pledged Obligations held by such Debtor in suitable form  for
 transfer by  endorsement  and  delivery  or  accompanied  by  duly  executed
 instruments of transfer or assignment in blank.  If any Debtor shall  become
 entitled to receive or  shall receive any  promissory notes, instruments  or
 agreements constituting Pledged Collateral after the date hereof (including,
 without  limitation,  any  certificate  representing  any  distribution   in
 connection  with  any  recapitalization,  reclassification  or  increase  or
 reduction of capital, or issued in connection with any reorganization of the
 obligor on any Pledged Obligations) in  respect of the Pledged  Obligations,
 such  Debtor  agrees:  (i)  to  accept   the  same  as  the  agent  of   the
 Administrative Agent, (ii) to hold  the same in trust  on behalf of and  for
 the benefit of the  Administrative Agent, and (iii)  to deliver any and  all
 promissory notes,  instruments  or agreements  evidencing  the same  to  the
 Administrative Agent within ten (10) days  following the receipt thereof  by
 such Debtor, in the  exact form received, with  the endorsement in blank  of
 such Debtor when  necessary and with  an appropriate  undated instrument  of
 transfer or  assignment  duly executed  in  blank (with  signature  properly
 guaranteed), to be held by the Administrative Agent subject to the terms  of
 this Agreement, as additional Pledged Collateral.

      3.6  Updated Schedules.  Each delivery of Pledged Securities after  the
 date hereof shall be accompanied by an updated Schedule1 hereto, which shall
 include a description of the Pledged  Securities theretofore and then  being
 pledged hereunder, which schedule  shall be attached  hereto and made  apart
 hereof and shall supersede any prior Schedule 1 hereto.

      Section 4.     Special Provisions Concerning Trademarks

      4.1  Representations  and  Warranties.    Each  Debtor  represents  and
 warrants that it is  the true and lawful  exclusive owner of the  Trademarks
 listed as being owned by it in Schedule 4   hereto and that, as of the  date
 hereof, the  listed Trademarks  include all  the United  States federal  and
 foreign registrations or applications registered in the United States Patent
 and Trademark Office or  the equivalent government agency  or office in  any
 applicable foreign  jurisdiction  which  are  necessary  for  such  Debtor's
 business as currently operated.  Each Debtor represents and warrants that it
 owns or is licensed to  use or is not  prohibited from using all  Trademarks
 that it uses.  Each   Debtor further warrants that it  is aware of no  third
 party claim (which could have a Material Adverse Effect) that any aspect  of
 such Debtor's present or contemplated business operations infringes or  will
 infringe any mark.  Each Debtor represents and warrants that it is the owner
 of record of all registrations and applications listed as being owned by  it
 in Schedule 4 hereto and that such registrations are valid, subsisting, have
 not been canceled and that such Debtor is not aware of any third party claim
<PAGE>
 (which could have a Material Adverse  Effect) that any such registration  is
 invalid or unenforceable.  Each Debtor  hereby grants to the  Administrative
 Agent an absolute power of attorney to sign, upon the occurrence and  during
 the continuance of an Event of  Default, any document which may be  required
 by  the  United  States  Patent  and  Trademark  Office  or  any  equivalent
 government agency or office of any applicable foreign jurisdiction in  order
 to effect an absolute  assignment of all right,  title and interest in  each
 such Trademark and associated goodwill, and record the same.

      4.2  Licenses and  Assignments.    Other than  the  license  agreements
 listed on Schedule  5 hereto and  any extensions or  renewals thereof,  each
 Debtor hereby agrees not to divest  itself of any right under any  Trademark
 except those such  Debtor reasonably determines  are not  necessary for  the
 conduct of its or its Subsidiaries' business.

      4.3  Infringements.    Each  Debtor  agrees,  promptly  upon   learning
 thereof, to  notify the  Administrative Agent  in writing  of the  name  and
 address of, and to furnish such pertinent information that may be  available
 with respect to, any party who may be infringing or otherwise violating  any
 of such  Debtor's  rights in and to  any Trademark, or  with respect to  any
 party claiming that such Debtor's use of any Trademark violates any property
 right of that party, in each case to the extent that such Debtor  reasonably
 believes that such infringement or violation is material to its business  or
 could result in a Material Adverse  Effect.  Each Debtor further agrees,  if
 consistent with good business practice,  diligently to prosecute any  Person
 infringing any Trademark to the extent that such Debtor reasonably  believes
 that such infringement  is material  to its business  or could  result in  a
 Material Adverse Effect.

      4.4  Preservation of Trademarks.   To  the extent the failure to do  so
 would cause a Material Adverse Effect and such Debtor reasonably believes it
 to be consistent with good business practice, each Debtor agrees to use  its
 Trademarks in interstate commerce during the time in which this Agreement is
 in effect, sufficiently to preserve such Trademarks as trademarks or service
 marks registered under the laws of  the United States or applicable  foreign
 jurisdictions.

      4.5  Maintenance of Registration.   To the extent the failure to do  so
 would cause a Material Adverse Effect and such Debtor reasonably believes it
 to be consistent with good business practice, each Debtor shall, at its  own
 expense, diligently process all documents required  by the Trademark Act  of
 1946,  15  U.S.C.  '' 1051  et  seq.  to  maintain  trademark  registration,
 including but not limited to affidavits of use and applications for renewals
 of registration in the United States Patent and Trademark Office for all  of
 its Trademarks pursuant to  15 U.S.C. '' 1058(a), 1059  and 1065, and  shall
 pay all fees and disbursements in connection therewith and shall not abandon
 any such filing of affidavit of use or any such application of renewal prior
 to the exhaustion  of all  reasonable administrative  and judicial  remedies
 without prior written consent of the Administrative Agent.

      4.6  Future Registered Trademarks.   If any  Trademark registration  is
 issued hereafter  to  any Debtor  as  a result  of  any application  now  or
 hereafter pending before the  United States Patent  and Trademark Office  or
 any equivalent  government  agency  or  office  in  any  applicable  foreign
 jurisdiction, within 30  days of receipt  of such  registration such  Debtor
 shall deliver a copy of such registration,  and a grant of security in  such
 Trademark  to  the  Administrative  Agent,  confirming  the  grant   thereof
 hereunder, the form  of such confirmatory  grant to be  satisfactory to  the
 Administrative Agent.
<PAGE>
      4.7  Remedies.  If an Event of  Default shall occur and be  continuing,
 the Administrative  Agent  may, after  five  days' written  notice  to  each
 Debtor, take any or  all of the following  actions:  (a) declare the  entire
 right, title and interest of  each Debtor in and  to each of the  Trademarks
 and the goodwill  of the business  associated therewith,  together with  all
 trademark rights and  rights of  protection to  the same,  vested, in  which
 event such  rights,  title  and interest  shall  immediately  vest,  in  the
 Administrative Agent  for the  benefit of  the Lenders,  in which  case  the
 Administrative Agent shall  be entitled to  exercise the  power of  attorney
 referred to  in  Section 9.01  to execute,  cause  to  be  acknowledged  and
 notarized and record  said absolute assignment  with the applicable  agency;
 (b) take and use or  sell the Trademarks and  the goodwill of each  Debtor's
 businesses symbolized  by the  Trademarks  and the  right  to carry  on  the
 businesses and use the  assets of such Debtor  in connection with which  the
 Trademarks have been used; and (c) direct  each Debtor to refrain, in  which
 event such Debtor  shall refrain, from  using the Trademarks  in any  manner
 whatsoever, directly  or  indirectly, and  execute  such other  and  further
 documents that the Administrative Agent may request to further confirm  this
 and to  transfer  ownership of  the  Trademarks and  registrations  and  any
 pending trademark  application in  the United  States Patent  and  Trademark
 Office or  any  equivalent  government  agency  or  office  in  any  foreign
 jurisdiction to the Administrative Agent.

      Section 5.     Special Provisions Concerning Patents

      5.1  Representations  and  Warranties.    Each  Debtor  represents  and
 warrants that it is the true and lawful exclusive owner of all rights in the
 Patents listed as being owned by it in Schedule 3 hereto and that, as of the
 date hereof,  said Patents  include all  the  patents and  applications  for
 patents that such  Debtor now  owns which  are necessary  for such  Debtor's
 business as currently operated.  Each Debtor represents and warrants that it
 owns or  is licensed  to practice  under all  Patents that  it now  uses  or
 practices under.  Each Debtor further warrants that it is aware of no  third
 party claim (which could have a Material Adverse Effect) that any aspect  of
 such Debtor's present or contemplated business operations infringes or  will
 infringe any patent.  Each Debtor hereby grants to the Administrative  Agent
 an absolute power of  attorney to sign, upon  the occurrence and during  the
 continuance of any Event of Default,  any document which may be required  by
 the United States Patent and Trademark  Office or the equivalent  government
 agency or office of any applicable foreign jurisdiction, in order to  effect
 an absolute assignment of all right,  title and interest in each Patent  and
 record the same.

      5.2  Licenses and  Assignments.    Other than  the  license  agreements
 listed on Schedule  5 hereto and  any extensions or  renewals thereof,  each
 Debtor hereby agrees  not to  divest itself of  any right  under any  Patent
 except those Patents such Debtor reasonably determines are not necessary for
 the conduct of its or its Subsidiaries' business.

      5.3  Infringements.    Each  Debtor  agrees,  promptly  upon   learning
 thereof, to furnish the Administrative Agent  in writing with all  pertinent
 information available to  such Debtor with  respect to  any infringement  or
 other violation of such  Debtor's rights in any  Patent, or with respect  to
 any claim that practice of any  Patent violates any property rights of  that
 party, in each case to the extent that such Debtor reasonably believes  that
 such infringement or violation is material  to its business or could  result
 in a Material Adverse Effect.   Each Debtor further agrees, consistent  with
 good business practice and absent direction  of the Administrative Agent  to
<PAGE>
 the contrary (which  direction shall only  be given if  an Event of  Default
 shall have occurred and be continuing),  diligently to prosecute any  Person
 infringing any Patent  to the extent  that such  Debtor reasonably  believes
 that such infringement  is material  to its business  or could  result in  a
 Material Adverse Effect.

      5.4  Maintenance of Patents.   At its  own expense,  each Debtor  shall
 make timely payment of all post-issuance fees required pursuant to 35 U.S.C.
 ' 41 to maintain in force rights under each Patent to the extent such Debtor
 reasonably believes  it to  be consistent  with good  business practice  and
 failure to do so would cause a Material Adverse Effect.

      5.5  Prosecution of  Patent  Application.   At  its own  expense,  each
 Debtor shall diligently  prosecute all  applications for  Patents listed  as
 being owned  by it  in Schedule  3 hereto  and shall  not abandon  any  such
 application  prior  to  exhaustion  of  all  reasonable  administrative  and
 judicial remedies, to the  extent such Debtor reasonably  believes it to  be
 consistent with good business  practice and failure to  do so would cause  a
 Material Adverse Effect.

      5.6  Other Patents.    Within thirty  (30)  days of  acquisition  of  a
 Patent, or  of filing  of an  application for  a Patent,  each Debtor  shall
 deliver  to  the  Administrative  Agent  a  copy  of  said  Patent  or  such
 application, as the case may be, with a grant of security as to such Patent,
 as the case may be, confirming the grant thereof hereunder, the form of such
 confirmatory grant to be satisfactory to the Administrative Agent.

      5.7  Remedies.  If an Event of  Default shall occur and be  continuing,
 the Administrative Agent may after five days' written notice to each Debtor,
 take any or  all of the  following actions:   (a) declare the entire  right,
 title, and interest of each Debtor in  each of the Patents vested, in  which
 event such  right,  title,  and  interest  shall  immediately  vest  in  the
 Administrative Agent  for the  benefit of  the Lenders,  in which  case  the
 Administrative Agent shall  be entitled to  exercise the  power of  attorney
 referred to  in  Section 9.01  to execute,  cause  to  be  acknowledged  and
 notarized and record  said absolute assignment  with the applicable  agency;
 (b) take and practice  or sell the  Patents; and (c) direct  each Debtor  to
 refrain, in  which event  such Debtor  shall  refrain, from  practicing  the
 Patents directly or indirectly, and such Debtor shall execute such other and
 further documents as the Administrative Agent may request further to confirm
 this and to transfer  ownership of the Patents  to the Administrative  Agent
 for the benefit of the Lenders.

      Section 6.  Special Provisions Concerning Copyrights

      6.1  Representations  and  Warranties.    Each  Debtor  represents  and
 warrants that it is  the true and lawful  exclusive owner of the  Copyrights
 listed as being owned by it  in Schedule 2 hereto and  that, as of the  date
 hereof, the  listed Copyrights  include all  the United  States federal  and
 foreign  registrations  or  applications   registered  in  the   appropriate
 government agency or office in any applicable foreign jurisdiction which are
 necessary for such  Debtor's business as  currently operated.   Each  Debtor
 represents and  warrants that  it owns  or  is licensed  to  use or  is  not
 prohibited from using  all Copyrights that  it uses.   Each  Debtor  further
 warrants that  it is  aware of  no third  party claim  (which could  have  a
 Material Adverse  Effect)  that  any aspect  of  such  Debtor's  present  or
 contemplated business  operations infringes.    Each Debtor  represents  and
 warrants  that  it  is  the  owner  of  record  of  all  registrations   and
<PAGE>
 applications listed as being owned by it in Schedule 2 hereto and that  such
 registrations are valid, subsisting,  have not been  canceled and that  such
 Debtor is not aware of  any third party claim  (which could have a  Material
 Adverse Effect)  that  any such  registration  is invalid  or unenforceable.
 Each Debtor hereby grants to the  Administrative Agent an absolute power  of
 attorney to sign, upon the occurrence and during the continuance of an Event
 of Default, any document which may be required by the appropriate government
 agency or office of any applicable  foreign jurisdiction in order to  effect
 an absolute  assignment  of all  right,  title  and interest  in  each  such
 Copyright and associated goodwill, and record the same.

      6.2  Licenses and  Assignments.    Other than  the  license  agreements
 listed on Schedule  5 hereto and  any extensions or  renewals thereof,  each
 Debtor hereby agrees not to divest  itself of any right under any  Copyright
 except those such  Debtor reasonably determines  are not  necessary for  the
 conduct of its or its Subsidiaries' business.

      6.3  Infringements.    Each  Debtor  agrees,  promptly  upon   learning
 thereof, to  notify the  Administrative Agent  in writing  of the  name  and
 address of, and to furnish such pertinent information that may be  available
 with respect to, any party who may be infringing or otherwise violating  any
 of such  Debtor's  rights in and to  any Copyright, or  with respect to  any
 party claiming that such Debtor's use of any Copyright violates any property
 right of that party, in each case to the extent that such Debtor  reasonably
 believes that such infringement or violation is material to its business  or
 could result in a Material Adverse  Effect.  Each Debtor further agrees,  if
 consistent with good business practice,  diligently to prosecute any  Person
 infringing any Copyright to the extent that such Debtor reasonably  believes
 that such infringement  is material  to its business  or could  result in  a
 Material Adverse Effect.

      6.4  Preservation of Copyrights.   To  the extent the failure to do  so
 would cause a Material Adverse Effect and such Debtor reasonably believes it
 to be consistent with good business practice, each Debtor agrees to use  its
 Copyrights in interstate commerce during the time in which this Agreement is
 in effect, sufficiently to preserve such Copyrights as copyrights registered
 under the laws of the United States or applicable foreign jurisdictions.

      6.5  Maintenance of Registration.   To the extent the failure to do  so
 would cause a Material Adverse Effect and such Debtor reasonably believes it
 to be consistent with good business practice, each Debtor shall, at its  own
 expense, diligently process  all documents required   to maintain  copyright
 registration,  including  but   not  limited  to   affidavits  of  use   and
 applications for  renewals  of registration,  and  shall pay  all  fees  and
 disbursements in connection therewith and shall not abandon any such  filing
 of affidavit  of  use  or any  such  application  of renewal  prior  to  the
 exhaustion of all  reasonable administrative and  judicial remedies  without
 prior written consent of the Administrative Agent.

      6.6  Future Registered Copyrights.   If any  Copyright registration  is
 issued hereafter  to  any Debtor  as  a result  of  any application  now  or
 hereafter pending before the appropriate government agency or office in  any
 applicable  foreign  jurisdiction,  within  30  days  of  receipt  of   such
 registration such Debtor shall  deliver a copy of  such registration, and  a
 grant of security in such Copyright to the Administrative Agent,  confirming
 the grant  thereof hereunder,  the form  of such  confirmatory grant  to  be
 satisfactory to the Administrative Agent.
<PAGE>
      6.7  Remedies.  If an Event of  Default shall occur and be  continuing,
 the Administrative  Agent  may, after  five  days' written  notice  to  each
 Debtor, take any or  all of the following  actions:  (a) declare the  entire
 right, title and interest of  each Debtor in and  to each of the  Copyrights
 and the goodwill  of the business  associated therewith,  together with  all
 copyright rights and  rights of  protection to  the same,  vested, in  which
 event such  rights,  title  and interest  shall  immediately  vest,  in  the
 Administrative Agent  for the  benefit of  the Lenders,  in which  case  the
 Administrative Agent shall  be entitled to  exercise the  power of  attorney
 referred to  in  Section 9.01  to execute,  cause  to  be  acknowledged  and
 notarized and record  said absolute assignment  with the applicable  agency;
 (b) take and use or  sell the Copyrights and  the goodwill of each  Debtor's
 businesses symbolized  by the  Copyrights  and the  right  to carry  on  the
 businesses and use the  assets of such Debtor  in connection with which  the
 Copyrights have been used; and (c) direct  each Debtor to refrain, in  which
 event such Debtor  shall refrain, from  using the Copyrights  in any  manner
 whatsoever, directly  or  indirectly, and  execute  such other  and  further
 documents that the Administrative Agent may request to further confirm  this
 and to  transfer  ownership of  the  Copyrights and  registrations  and  any
 pending copyright application in the appropriate government agency or office
 in any foreign jurisdiction to the Administrative Agent.

      Section 7.     Representations and Warranties

      Each Debtor represents and warrants to the Administrative Agent that:

      7.1  Pledged Collateral.  Such Debtor is  the sole beneficial owner  of
 the Pledged Collateral (and,  with respect to  the Pledged Securities,  sole
 record owner thereof)  in which  it purports  to grant  a security  interest
 pursuant to Section 3  hereof and  no Lien exists  or will  exist upon  such
 Pledged Collateral at any time (and no  right or option to acquire the  same
 exists in favor  of any other  Person), except for  the pledge and  security
 interest in favor of the Administrative Agent for the benefit of the Lenders
 created or provided  for herein, which  pledge and  security interest  shall
 constitute a first priority perfected pledge and security interest in and to
 all of such Pledged Collateral; and,  subject to Section 3 and Section  8.17
 hereof,  will  cause  any  and  all   Pledged  Securities,  to  the   extent
 certificated, whether  for value  paid by  any Debtor  or otherwise,  to  be
 forthwith deposited with  the Administrative Agent  and pledged or  assigned
 hereunder.

      7.2  Pledged Stock.  The Pledged Stock represented by the  certificates
 identified under the name of  such Debtor in Schedule  1 hereto is, and  all
 other Pledged Stock in  which such Debtor shall  hereafter grant a  security
 interest pursuant  to Section 3  hereof will  be, duly  authorized,  validly
 existing, fully paid and non-assessable and none of such Pledged Stock is or
 will be subject to any contractual restriction, or any restriction under the
 charter or by-laws of the respective issuer of such Pledged stock, upon  the
 transfer of such Pledged  Stock (except for  any such restriction  contained
 herein or in the Credit Agreement or as permitted by the Credit Agreement).

      7.3  Ownership of Pledged Stock.  The Pledged Stock represented by  the
 certificates identified under the name of  such Debtor in Schedule 1  hereto
 constitutes (a)  with  respect  to each  Subsidiary  other  than  a  Foreign
 Subsidiary all of the issued and outstanding shares of capital stock of  any
 class of such issuers beneficially owned by such Debtor and (b) with respect
 to each Foreign  Subsidiary, all  of the  issued and  outstanding shares  of
 capital stock of any class of such Issuers beneficially owned by such Debtor
<PAGE>
 which in the aggregate do not represent more than 65% of the total  combined
 voting power of all  classes of capital  stock of any  such issuer (in  each
 case, whether  or  not registered  in  the name  of  such Debtor)  and  said
 Schedule 1 correctly identifies, as at the date hereof, or, with respect  to
 any Issuer created  or acquired after  the date hereof,  as of  the date  of
 pledge  hereunder,  the  respective  Issuers  of  such  Pledged  Stock,  the
 respective class and par value of  the shares comprising such Pledged  Stock
 and  the  respective  number  of  shares  (and  registered  owners  thereof)
 represented by each such certificate.

      7.4  Intellectual Property Agreements.  Schedule 5 hereto sets forth  a
 complete and correct list of all material licenses and other user agreements
 included in the Intellectual Property on the date hereof.

      7.5  Intellectual Property Proceedings.  To such Debtor's knowledge, on
 and as of the date hereof:  (a) except as set forth in Schedule 5.06 to  the
 Credit Agreement, there  is no violation  that could  constitute a  Material
 Adverse Effect by others  of any right  of such Debtor  with respect to  any
 Copyright, Patent  or  Trademark listed  in  Schedules 2, 3  and  4  hereto,
 respectively, under  the name  of such  Debtor and  (b) such Debtor  is  not
 infringing in any respect  that could constitute  a Material Adverse  Effect
 upon any  Copyright,  Patent  or  Trademark of  any  other  Person;  and  no
 proceedings have been instituted or are  pending against such Debtor or,  to
 such Debtor's knowledge, threatened,  and no claim  against such Debtor  has
 been received by such Debtor, alleging any such violation, except as may  be
 set forth in said Schedule 5.06.

      7.6  Fair Labor Standards.  To the best of each Debtor's knowledge, any
 goods now or hereafter  produced by such Debtor  or any of its  Subsidiaries
 included in  the  Pledged Collateral  have  been  and will  be  produced  in
 compliance with the requirements of the Fair Labor Standards Act of 1938, as
 amended.

      7.7  Pledged Interests.  The Interests of each Debtor identified  under
 the name  of such  Debtor on  Schedule 1 hereto  pledged hereunder,  and  in
 respect of which a security interest has been granted hereunder,  constitute
 all of  the  issued and  outstanding  Interests, limited  liability  company
 interests or other  ownership or equity  interests in any  LLC owned by  the
 Debtors; the Partnership Interests of each Debtor identified under the  name
 of such Debtor  on Schedule 1 hereto  pledged hereunder, and  in respect  of
 which a security interest has been granted hereunder, constitute all of  the
 issued and outstanding  Partnership Interests or  other ownership or  equity
 interests in any Partnership owned by  the Debtors; and none of the  Pledged
 Interests is  or will  be subject  to any  contractual restriction,  or  any
 restriction under  the  organizational or  other  organic documents  of  the
 respective issuer  of  such Pledged  Interests  upon the  transfer  of  such
 Pledged Interests (except for  any such restriction  contained herein or  in
 the Credit Agreement or as permitted by the Credit Agreement).  The  Pledged
 Interests have been  duly authorized and  validly issued,  and all  payments
 required to be made by  any holder of such  Pledged Interests in respect  of
 such interests have been made.

      7.8    Inventory,  Equipment, Pledged Obligations.   All Inventory  and
 Equipment (except for Inventory and Equipment which is not, individually  or
 in the aggregate, material  in value or  to the business  of any Debtor)  of
 each Debtor are located at the locations specified on Schedule 6 hereto  or,
 upon thirty (30) days' prior written notice to the Administrative Agent,  at
 other locations  within the  continental United  States  of America  in  the
<PAGE>
 ordinary course of each Debtor's business  so long as all actions have  been
 taken to assure the continued perfection and priority of the  Administrative
 Agent's security interest therein.  Each Debtor has exclusive possession and
 control of its Inventory and Equipment.  None of the Inventory or  Equipment
 of any Debtor is evidenced by  a Document (including, without limitation,  a
 negotiable  document  of  title).      All  Instruments  and  other  Pledged
 Obligations  of  each  Debtor  have  been  endorsed  and  delivered  to  the
 Administrative Agent.

      7.9  Not Margin Stock.   None of the  Pledged Stock constitutes  margin
 stock, as defined in Regulation U of  the Board of Governors of the  Federal
 Reserve System.

      7.10 No Liens.  No security agreement, financing statement,  equivalent
 security or lien instrument or continuation  statement covering all or  part
 of the Pledged  Collateral is on  file or of  record in  any public  office,
 except such as may have been or will be filed in favor of the Administrative
 Agent pursuant to this Agreement.

      7.11 Perfection by Filing.  Upon filing of the financing statements  in
 the offices referred to on Schedule 1 hereto, the security interest  created
 by  this  Agreement  in  all  Pledged  Collateral  other  than  the  Pledged
 Securities, the Pledged Obligations and Instruments will constitute a valid,
 perfected first priority security interest in such Pledged Collateral to the
 extent provided in  the Uniform Commercial  Code, enforceable in  accordance
 with its  terms  against  all  creditors of  such  Debtor  and  any  Persons
 purporting to purchase any such Pledged Collateral from such Debtor,  except
 as enforcement  of such  security interest  may be  affected by  bankruptcy,
 insolvency, fraudulent  conveyance,  reorganization,  moratorium  and  other
 similar laws relating to or  affecting creditors' rights generally,  general
 equitable principles (whether  considered in a  proceeding in  equity or  at
 law).

      7.12 Uncertified  Interests.    The  Interests  in  each  LLC  and  the
 Partnership  Interests   in  each   Partnership  are   not  represented   by
 certificates.

      7.13 Business Locations.   Each Debtor's principal  place of  business,
 chief executive  office  and the  place  where its  records  concerning  the
 Pledged Collateral are kept is at the address listed on Schedule 8 hereto.

      7.14 Governmental  Approvals.     No   consent  or   approval  of   any
 Governmental Authority or any securities exchange or any other Person was or
 is necessary for the  validity of the security  interest granted herein  and
 the pledge effected hereby.

      7.15 Pledged Securities; Perfection.   By virtue  of the execution  and
 delivery by  the Debtors  of this  Agreement, when  the Pledged  Securities,
 certificates, instruments or other documents representing or evidencing such
 Pledged Securities are delivered to  the Administrative Agent in  accordance
 with this Agreement, or,  in the case  such Pledged Securities  constituting
 uncertificated securities, when the  steps required by  Articles 8 and 9  of
 the Uniform Commercial Code  have been taken  to perfect the  Administrative
 Agent's security interest  therein, the  security interest  created by  this
 Agreement in the Pledged  Securities to the extent  provided in the  Uniform
 Commercial Code,  enforceable  in  accordance with  its  terms  against  all
 creditors of such  Debtor and  any Person  purporting to  purchase any  such
<PAGE>
 Pledged Collateral from such Debtor, except as enforcement of such  security
 interest may be affected  by bankruptcy, insolvency, fraudulent  conveyance,
 reorganization, moratorium and other similar  laws relating to or  affecting
 creditors'  rights   generally,   general  equitable   principles   (whether
 considered in a proceeding in equity or at law).

      7.16 No Restrictions.  There are no restrictions upon the Voting Rights
 associated with, or upon  the transfer of, any  of the Pledged Securities.
 The Pledged Securities  are not subject  to any put,  call, option or  other
 right in favor of any other Person whatsoever.

      7.17 No  Conflicts.    Neither  the  execution  and  delivery  of  this
 Agreement by each  Debtor nor the  consummation of  the transactions  herein
 contemplated nor  the  fulfillment  of the  terms  hereof  (a) violates  any
 Debtor's,  or  any  of  its  Subsidiaries',   charter  or  by-laws  or   any
 organizational  or  other  document  of  any  Issuer,  LLC  or  Partnership,
 (b) violates the terms of any agreement, indenture, mortgage, deed of trust,
 equipment lease, instrument or other document to which any Debtor, or any of
 its Subsidiaries, is a  party, or by which  any of them may  be bound or  to
 which any of their properties or  assets may be subject, which violation  or
 conflict would have a Material Adverse Effect, or a material adverse  effect
 on the value of the Pledged Collateral  or a material adverse effect on  the
 security interests hereunder, or (c) conflicts with any material law, order,
 rule or regulation applicable to any Debtor, or any of its Subsidiaries,  of
 any Governmental Authority having  jurisdiction over any  Debtor, or any  of
 its Subsidiaries, or  their Properties, or  (d) results in  or requires  the
 creation or imposition of any Lien (other than the Lien contemplated hereby)
 upon or with respect to any of the property now owned or hereafter  acquired
 by any Debtor, or any of its Subsidiaries.

      7.18 Voting Agreements.  There are no voting trusts or other agreements
 or understandings to which any Debtor is a party or by which it may be bound
 with respect to voting, managerial consent, election or other rights of  any
 Debtor relating to the Pledged Securities.

      7.19 Pledged Interests; Legal Matters.  Such  Debtor is not in  default
 in the payment of any portion of any mandatory capital contribution, if any,
 required to be  made under any  agreement to which  such Debtor  is a  party
 relating to its Interests or Partnership  Interests, and such Debtor is  not
 in violation of any other material provisions of any such agreement to which
 such Debtor is a party, or otherwise in default or violation thereunder;  to
 the best knowledge  of the Debtors  no Interest or  Partnership Interest  is
 subject to  any  defense,  offset  or counterclaim,  nor  have  any  of  the
 foregoing been asserted or  alleged against such Debtor  by any Person  with
 respect thereto  and as  of  the date  hereof,  there are  no  certificates,
 instruments,  documents  or  other   writings  (other  than  the   operating
 agreements, partnership agreements  and certificates, if  any, delivered  to
 the  Administrative  Agent)  which  evidence  any  Interest  or  Partnership
 Interest of such Debtor.
<PAGE>
      7.20 Accounts.   Unless a  Debtor has  given the  Administrative  Agent
 written notice  to  the contrary,  whenever  the security  interest  granted
 hereunder attaches  to an  Account,  each Debtor  shall  be deemed  to  have
 represented and warranted to the Administrative Agent as to each and all  of
 its Accounts that (a) each  Account is genuine and  in all respects what  it
 purports to be, (b)  each Account represents the  legal, valid, and  binding
 obligation of the account debtor evidencing indebtedness unpaid and owed  by
 such account debtor arising out of  the performance of labor or services  by
 such Debtor or the sale or lease of goods by such Debtor, (c) the amount  of
 each Account  represented  as  owing is  the  correct  amount  actually  and
 unconditionally owing  except  for normal  trade  discounts granted  in  the
 ordinary course of business, and (d)  to the best of Debtor's knowledge,  no
 Account is subject to any offset, counterclaim, or other defense.

      7.21 Trade Names; Information  Certificates.   Except as  set forth  on
 Schedule 9 hereto, no Debtor  has within the past  five years done  business
 under any name  or trade name  other than its  legal name set  forth at  the
 beginning of this Agreement.  All information provided by each Debtor in its
 Information Certificate delivered to the Administrative Agent or its counsel
 is true, correct and complete in all material respects.

      7.22 Organization; Powers.   Each  Debtor  is duly  organized,  validly
 existing, and  in  good  standing  under  the  laws  of  the  state  of  its
 organization.  Each Debtor has the power and authority to execute,  deliver,
 and perform this Agreement, and the execution, delivery, and performance  of
 this Agreement by such Debtor have  been authorized by all necessary  action
 on the part of such Debtor.

      Section 8.     Covenants

      The  Debtors  jointly  and  severally  covenant  and  agree  with   the
 Administrative Agent  that  until  the  Secured  Obligations  are  paid  and
 performed in full and all commitments  and other obligations of the  Lenders
 to the Borrower have been terminated:

      8.1  Maintenance.  Each Debtor shall maintain the Pledged Collateral in
 good operating condition and repair, and no Debtor shall permit any waste or
 destruction of the  Pledged Collateral or  any part thereof  except for  the
 ordinary wear and tear of its intended primary use.  No Debtor shall use  or
 permit the  Pledged  Collateral  to be  used  in  violation of  any  law  or
 inconsistently with the terms of any policy of insurance, if such use  could
 cause a Material Adverse Effect.  No Debtor shall use or permit the  Pledged
 Collateral to be used in any manner or for any purpose that would impair the
 value of the Pledged Collateral or expose the Pledged Collateral to  unusual
 risk.

      8.2  Encumbrances.  No Debtor shall create, permit, or suffer to exist,
 and each Debtor shall defend the Pledged Collateral against, any Lien on the
 Pledged Collateral except  Permitted Liens, and  shall defend such  Debtor's
 rights in the  Pledged Collateral  and the  Administrative Agent's  security
 interest in the Pledged Collateral against the claims of all Persons.

      8.3  Modification of Pledged Collateral.   No Debtor shall do  anything
 to impair the rights of the Administrative Agent in the Pledged  Collateral.
  Without the prior written  consent of the  Administrative Agent, no  Debtor
 shall (a) grant any extension  of time for any  payment with respect to  the
 Pledged Collateral,  other than  trade extensions  granted in  the  ordinary
 course of business, (b) compromise, compound, or  settle any of the  Pledged
<PAGE>
 Collateral, (c) release in whole or in part any person or entity liable  for
 payment with  respect to  the Pledged  Collateral, (d) allow  any credit  or
 discount for  payment with  respect to  the  Pledged Collateral  other  than
 normal trade discounts granted in the ordinary course of business and  other
 adjustments, such  as bad  debt  expense, made  in  the ordinary  course  of
 business,  (e) release  any  Lien   securing  the  Pledged  Collateral,   or
 (f) otherwise amend or modify any of the Pledged Collateral in any  material
 manner.

      8.4  Disposition of Pledged Collateral.   No Debtor shall sell,  lease,
 assign, transfer or otherwise dispose of  any Pledged Collateral, except  as
 expressly permitted by the Credit Agreement.

      8.5  Further Assurances.  At any time  and from time to time, upon  the
 reasonable request of the Administrative Agent,  and at the sole expense  of
 the Debtors, each Debtor shall promptly execute and deliver all such further
 instruments and documents and take such further action as the Administrative
 Agent may deem necessary or desirable  to preserve and perfect its  security
 interest in the Pledged Collateral and carry out the provisions and purposes
 of this Agreement, including, without  limitation, the execution and  filing
 of such financing  statements as the  Administrative Agent may  require.   A
 carbon, photographic,  or other  reproduction of  this Agreement  or of  any
 financing statement  covering the  Pledged Collateral  or any  part  thereof
 shall be sufficient as a financing statement and may be filed as a financing
 statement.    Each  Debtor  shall  promptly  endorse  and  deliver  to   the
 Administrative Agent all Documents and Instruments  that it now owns or  may
 hereafter acquire.  In  the event that the  Administrative Agent desires  to
 exercise any  remedies,  voting  or consensual  rights  or  attorney-in-fact
 powers set forth in this Agreement and determines it necessary to obtain any
 approvals or  consents of  any Governmental  Authority or  any other  Person
 therefor, then, upon  the reasonable  request of  the Administrative  Agent,
 each  Debtor  agrees  to  use  its  best  efforts  to  assist  and  aid  the
 Administrative  Agent  to  obtain  as  soon  as  practicable  any  necessary
 Approvals for the exercise of any such remedies, rights and powers.

      8.6  Risk of Loss; Insurance.  The Debtors shall be responsible for any
 loss of or damage  to the Pledged Collateral.   Each Debtor shall  maintain,
 with financially  sound  and  reputable companies,  insurance  policies  (a)
 insuring the Pledged Collateral against loss by fire, explosion, theft,  and
 such other  risks  and casualties  as  are customarily  insured  against  by
 companies engaged in the same or  a similar business, and (b) insuring  such
 Debtor and the  Administrative Agent against  liability for personal  injury
 and property damage relating to the Pledged Collateral, such policies to  be
 in such amounts and covering such  risks as are customarily insured  against
 by companies engaged in the same or a similar business, but at least in  the
 amounts specified  in the  Credit Agreement,  with  losses payable  to  such
 Debtor and  the  Administrative Agent,  as  their respective  interests  may
 appear.  All insurance with respect to the Pledged Collateral shall  provide
 that no cancellation,  reduction in amount,  or change  in coverage  thereof
 shall be  effective unless  the Administrative  Agent has  received 30  days
 prior written notice thereof.  Each Debtor shall furnish the  Administrative
 Agent with certificates or other evidence satisfactory to the Administrative
 Agent of compliance with  the foregoing insurance  provisions.  Each  Debtor
 shall deliver  to  the  Administrative  Agent  upon  demand  copies  of  all
 insurance policies covering the Pledged Collateral or any part thereof.
<PAGE>
      8.7  Inspection Rights.   Each Debtor shall  permit the  Administrative
 Agent and each Lender and their representatives, upon one (1) Business Day's
 prior notice, to examine or inspect the Pledged Collateral wherever  located
 and to examine,  inspect, and copy  such Debtor's books  and records at  any
 reasonable time and as often as  they may desire.  The Administrative  Agent
 may at any  time and from  time to time  contact account  debtors and  other
 obligors to  verify  the  existence, amounts,  and  terms  of  any  Debtor's
 Accounts.  Each Debtor agrees to render to the Administrative Agent, at such
 Debtor's cost and  expense, such  clerical and  other assistance  as may  be
 reasonably requested by the Administrative Agent with regard thereto.

      8.8  Landlord's  Waivers  or  Subordinations.    With  respect  to  all
 locations of Equipment and Inventory, each Debtor shall cause each  landlord
 of real property leased  by such Debtor to  execute and deliver  instruments
 satisfactory in form and substance to the Administrative Agent by which such
 landlord  waives  or  subordinates  its  rights,  if  any,  in  the  Pledged
 Collateral.

      8.9  Notification.      Each   Debtor   shall   promptly   notify   the
 Administrative Agent of (a) any  Lien or material  claim made or  threatened
 against the  Pledged Collateral,  (b) any  material  change in  the  Pledged
 Collateral, including, without limitation, any material damage to or loss of
 the Pledged Collateral, and (c) the occurrence or existence of a Default  or
 an Event of Default.

      8.10 Organizational  Changes.    No  Debtor  shall  change  its   name,
 identity, or structure in any manner that might make any financing statement
 filed in connection  with this Agreement  seriously misleading, unless  such
 Debtor shall  have given  the Administrative  Agent thirty  (30) days  prior
 written notice thereof and shall have  taken all action deemed necessary  or
 desirable by the Administrative Agent to  make each financing statement  not
 seriously misleading.    No  Debtor shall  change  its  principal  place  of
 business, chief executive office, or the place where it keeps its books  and
 records, unless it  shall have given  the Administrative  Agent thirty  (30)
 days prior written  notice thereof and  shall have taken  all action  deemed
 necessary or desirable  by the Administrative  Agent to  cause its  security
 interest in  the  Pledged  Collateral to  be  perfected  with  the  priority
 required by this Agreement.

      8.11 Books and Records; Information.   Each Debtor shall keep  accurate
 and complete books and records of  the Pledged Collateral and such  Debtor's
 business and  financial  condition  in  accordance  with  GAAP  (subject  to
 year-end adjustments and disclosures).  Each Debtor shall from time to  time
 at the request  of the Administrative  Agent deliver  to the  Administrative
 Agent such information regarding the Pledged  Collateral and such Debtor  as
 the Administrative Agent may  request, including, without limitation,  lists
 and descriptions of the Pledged Collateral and evidence of the identity  and
 existence of the Pledged Collateral.   Each Debtor shall mark its books  and
 records to reflect the security interest  of the Administrative Agent  under
 this Agreement.

      8.12 Location of Pledged Collateral.  No  Debtor shall move any of  its
 Equipment or Inventory from the locations specified herein without the prior
 written consent of the Administrative Agent, except, upon thirty (30)  days'
 written notice to the  Administrative Agent, to  other locations within  the
 continental United States of America in  the ordinary course of business  so
 long as all actions have been  taken to assure the continued perfection  and
 priority of the Administrative Agent's security interest therein.
<PAGE>
      8.13 Warehouse Receipts Non-Negotiable.  Each Debtor agrees that if any
 warehouse receipt or receipt in the nature of a warehouse receipt is  issued
 in respect  of any  of the  Pledged Collateral,  such warehouse  receipt  or
 receipt in the  nature thereof shall  not be "negotiable"  (as such term  is
 used in Section 7.104 of the UCC  as in effect in any relevant  jurisdiction
 or under relevant law).

      8.14 Collection of  Accounts.   Except as  otherwise provided  in  this
 Section, the Debtors shall have the right to collect and receive payments on
 the Accounts.   In connection with  such collections, the  Debtors may  take
 (and, at the Administrative Agent's direction,  shall take) such actions  as
 the Debtors or the Administrative Agent  may deem necessary or advisable  to
 enforce collection of the  Accounts.  At any  time the Administrative  Agent
 shall have the right to, or upon the request of the Administrative Agent the
 Debtors shall, instruct all account debtors  and other Persons obligated  in
 respect of the  Accounts to  make all payments  on the  Accounts either  (a)
 directly to the Administrative Agent (by  instructing that such payments  be
 remitted to a  post office  box which shall  be in  the name  and under  the
 control of the Administrative Agent), or (b)  to one or more other banks  in
 the United States of America (by instructing that such payments be  remitted
 to a post office box which shall be in the name or under the control of  the
 Administrative Agent) under arrangements in form and substance  satisfactory
 to the  Administrative  Agent  pursuant to  which  the  Debtors  shall  have
 irrevocably instructed  such other  bank (and  such  other bank  shall  have
 agreed) to remit all such payments directly to the Administrative Agent.  In
 addition to the foregoing,  each Debtor agrees that  if any Proceeds of  any
 Pledged Collateral (including payments made in respect of Accounts) shall be
 received by such Debtor while an Event of Default exists, such Debtor  shall
 promptly deliver such Proceeds to the Administrative Agent, for the pro rata
 benefit of the Lenders, with any necessary endorsements. Until such Proceeds
 are delivered to the  Administrative Agent, such Proceeds  shall be held  in
 trust by such Debtor for the  benefit of the Administrative Agent and  shall
 not be commingled  with any  other funds  or property  of any  Debtor.   All
 Proceeds of Pledged Collateral received by the Administrative Agent pursuant
 to this Section may at the option of the Required Lenders in the exercise of
 their absolute  discretion, (i)  be applied  to the  Secured Obligations  in
 accordance with the Credit Agreement, or (ii) be deposited to the credit  of
 any Debtor and held as collateral  for the Secured Obligations or  permitted
 to be used by such Debtor in the ordinary course of its business.

      8.15 Delivery and Other Perfection.  Each Debtor shall:

           (a)  if there shall be received by such Debtor any of the  shares,
      securities or property (other  than cash unless  required by the  terms
      hereof to be delivered hereunder) required to be pledged by such Debtor
      under clauses (a), (b), (c), (d) and (e) of Section 3.01 hereof or  any
      distribution of capital shall be made  on or in respect of the  Pledged
      Interests or any property shall be distributed upon or with respect  to
      the   Pledged   Interests   pursuant   to   the   recapitalization   or
      reclassification of the capital of any LLC or Partnership, or  pursuant
      to the  reorganization  thereof,  forthwith  either  (i)  transfer  and
      deliver to the Administrative Agent  such shares, capital, property  or
      securities so received by such  Debtor (together with the  certificates
      for  any  such  shares  and  securities  duly  endorsed  in  blank   or
      accompanied by undated  stock powers duly  executed in  blank), all  of
      which thereafter shall be held by the Administrative Agent, pursuant to
      the terms of this Agreement, as part of the Pledged Collateral or  (ii)
      take such other action as the Administrative Agent shall deem necessary
<PAGE>
      or appropriate  to  duly record  the  Lien created  hereunder  in  such
      shares, securities, capital or property in said clauses (a), (b),  (c),
      (d) and  (e)  and  until  such  time  of  transfer  hold  such  shares,
      securities, money, property or capital shall  be held in trust for  the
      sole benefit of the Lenders, segregated  from of the other property  of
      each Debtor;

           (b)  deliver and pledge  to the Administrative  Agent any and  all
      Instruments,  endorsed  and/or  accompanied  by  such  instruments   of
      assignment  and   transfer  in   such  form   and  substance   as   the
      Administrative Agent may request; provided, however, that so long as no
      Default shall have occurred and be  continuing, such Debtor may  retain
      for collection in the ordinary course any Instruments received by  such
      Debtor in the ordinary course of business and the Administrative  Agent
      shall,  promptly  upon  request   of  such  Debtor,  make   appropriate
      arrangements for making  any other  Instrument pledged  by such  Debtor
      available to such  Debtor for purposes  of presentation, collection  or
      renewal (any  such arrangement  to be  effected, to  the extent  deemed
      appropriate by the Administrative Agent, against trust receipt or  like
      document);

           (c)  maintain the security interest created by this Agreement as a
      first priority  perfected  security  interest  and  shall  defend  such
      security interest against claims and demands of all Persons  whomsoever
      and give, execute, deliver, file and/or record any financing statement,
      continuation statement,  notice,  instrument,  document,  agreement  or
      other papers that may be necessary or desirable (in the judgment of the
      Administrative Agent)  to create,  preserve,  perfect or  validate  the
      security  interest   granted  pursuant   hereto   or  to   enable   the
      Administrative Agent to exercise and enforce its rights hereunder  with
      respect  to  such  pledge  and  security  interest  (and  each   Debtor
      authorizes the  Administrative  Agent to  file  any such  financing  or
      continuation statement  without the  signature of  each Debtor  to  the
      extent permitted  by applicable  law), including,  without  limitation,
      after the occurrence and during the continuance of an Event of Default,
      causing any  or  all  of  the Stock  and  Interests  Collateral  to  be
      transferred of record into the name of the Administrative Agent or  its
      nominee (and  the Administrative  Agent agrees  that if  any Stock  and
      Interests Collateral is transferred  into its name or  the name of  its
      nominee, the Administrative Agent will thereafter promptly give to  the
      respective Debtor copies of any notices and communications received  by
      it with  respect to  the Stock  and Interests  Collateral) and  if  any
      amount payable under  or in  connection with  any of  the Interests  or
      Partnership Interests shall be or  become evidenced by any  Instrument,
      such Instrument shall  be immediately delivered  to the  Administrative
      Agent, duly endorsed  in a  manner satisfactory  to the  Administrative
      Agent, to be held as Pledged Collateral pursuant to this Agreement;

           (d)  furnish  to  the  Administrative   Agent  upon  its   request
      statements  and  schedules  further  identifying  and  describing   the
      Copyright  Collateral,  the   Patent  Collateral   and  the   Trademark
      Collateral, respectively, and such other reports in connection with the
      Copyright  Collateral,  the   Patent  Collateral   and  the   Trademark
      Collateral, as the Administrative Agent may reasonably request, all  in
      reasonable detail;
<PAGE>
           (e)  promptly upon request of the Administrative Agent,  following
      receipt by the  Administrative Agent  of any  statements, schedules  or
      reports pursuant to clause (d) above, modify this Agreement by amending
      Schedules 2, 3 and/or  4 hereto,  as the case  may be,  to include  any
      Copyright, Patent  or  Trademark  that  becomes  part  of  the  Pledged
      Collateral under this Agreement; and

           (f)  upon the occurrence and during  the continuance of any  Event
      of Default, permit  representatives of the  Administrative Agent to  be
      present at such  Debtor's place of  business to receive  copies of  all
      communications and remittances relating to the Pledged Collateral,  and
      forward copies of any notices or communications received by such Debtor
      with respect  to the  Pledged Collateral,  all in  such manner  as  the
      Administrative Agent may require.

      8.16 Perfection.   Prior  to or  concurrently  with the  execution  and
 delivery of  this Agreement  and upon  the acquisition  or creation  of  any
 securities of or interests in any Issuer, LLC or Partnership the  securities
 or interests in  which are  required to  be pledged  hereunder, each  Debtor
 shall (a) file such financing statements and other documents in such offices
 as the Administrative Agent  may request to  perfect the security  interests
 granted by Section 3  of this Agreement,  (b) deliver to the  Administrative
 Agent all  certificates  identified  in Schedule 1  hereto,  accompanied  by
 undated  stock  powers  duly  executed  in  blank  and  (c) deliver  to  the
 Administrative Agent all Pledged Obligations.

      8.17 Special Provisions Relating to Certain Collateral.

           (a)  Pledged Securities and Pledged Obligations.

                (i)  The Debtors will cause  the Pledged Stock to  constitute
           at all times, with respect to (x) any Issuer other than a  Foreign
           Subsidiary all of shares  of each class of  capital stock of  each
           such  Issuer  then  owned  by  any  Debtor  and  (y) any   Foreign
           Subsidiary, such amount  of the shares  of capital  stock of  each
           such Issuer as will not (subject to Section 3.01(a) hereof) result
           in greater than  65% of  the total  combined voting  power of  all
           classes of capital stock of any such Issuer.

                (ii) In addition to all powers granted to the  Administrative
           Agent pursuant  to Section 9.01  hereof, so  long as  no Event  of
           Default shall have occurred and  be continuing, the Debtors  shall
           have the right  to exercise all  voting, consensual,  partnership,
           managerial and membership  rights and powers  and other powers  of
           ownership pertaining to the Pledged Securities (collectively,  the
           "Voting Powers") for all purposes not inconsistent with the  terms
           of  this  Agreement,  the  other  Loan  Documents  or  any   other
           instrument or agreement referred  to herein or therein;  provided,
           however, that each  Debtor agrees that  no vote shall  be cast  or
           membership or partnership  right exercised or  other action  taken
           which, in the  Administrative Agent's  reasonable judgment,  would
           materially impair the Pledged Securities (other than pursuant to a
           transaction expressly  permitted under  the Credit  Agreement)  or
           which would be inconsistent with or result in any violation of any
           provision of any of  this Agreement or any  other Loan Document.
           The Administrative Agent shall execute and deliver to the  Debtors
           or cause to  be executed  and delivered  to the  Debtors all  such
           proxies, powers of  attorney, dividend and  other orders, and  all
<PAGE>
           such instruments, without recourse, as the Debtors may  reasonably
           request for the purpose  of enabling the  Debtors to exercise  the
           Voting Powers that they are entitled to exercise pursuant to  this
           Section 8.17.  Upon the occurrence  and during the continuance  of
           an Event  of Default,  at the  Administrative Agent's  option  and
           following written  notice from  the  Administrative Agent  to  the
           Debtors (such written notice to be effective immediately upon  the
           giving thereof as  provided below) all  rights of  the Debtors  to
           exercise the Voting Powers they are entitled to exercise  pursuant
           to this Section 8.17,  and the obligations  of the  Administrative
           Agent under this  Section 8.17, shall cease,  and all such  Voting
           Powers shall thereupon become vested in the Administrative  Agent,
           which shall have  the sole and  exclusive right  and authority  to
           exercise such Voting  Powers, including,  without limitation,  the
           right  to   act  by   shareholder,   partner,  member   or   other
           interestholder consent.   Such authorization  shall constitute  an
           irrevocable voting proxy  from each Debtor  to the  Administrative
           Agent  or,   at  the   Administrative  Agent's   option,  to   the
           Administrative Agent's nominee.

                (iii)     The Debtors shall be entitled to receive and retain
           any dividends or  distributions on the  Pledged Securities to  the
           extent that  the payment  of such  dividends is  permitted by  the
           Credit Agreement.

                (iv) Subject to the  provisions of Section 9  hereof, if  any
           Event of Default shall have occurred,  then so long as such  Event
           of Default shall continue, and  whether or not the  Administrative
           Agent or any Lender exercises any  available right to declare  any
           Secured Obligation due and payable or  seeks or pursues any  other
           relief or remedy  available to it  under applicable  law or  under
           this Agreement,  the  Credit  Agreement, or  any  other  agreement
           relating to  such  Secured  Obligation, all  dividends  and  other
           distributions on the Pledged Securities shall be paid directly  to
           the Administrative Agent and retained by it as part of the Pledged
           Collateral, subject to the  terms of this  Agreement, and, if  the
           Administrative Agent  shall so  request  in writing,  the  Debtors
           jointly  and  severally  agree  to  execute  and  deliver  to  the
           Administrative Agent appropriate additional dividend, distribution
           and other orders and documents to that end.

                (v)  So long as no Event of Default has occurred, and to  the
           extent not prohibited by the  Credit Agreement, each Debtor  shall
           be entitled to receive and retain principal and interest payments,
           if any, paid on the Pledged Obligations.

                (vi) Each Debtor hereby represents  and warrants that it  has
           made its  own  arrangements for  keeping  informed of  changes  or
           potential change affecting the Pledged Securities and the  Pledged
           Obligations (including,  without  limitation, rights  to  convert,
           rights to subscribe, payment of dividends, reorganization or other
           exchanges,  tender  offers  and  voting  rights  of  the   Pledged
           Securities), and each Debtor agrees that the Administrative  Agent
           shall have  no  responsibility  or liability  for  informing  such
           Debtor of any such changes or potential changes or for taking  any
           action or omitting to take any action with respect thereto.
<PAGE>
                (vii)     The Administrative Agent  may, upon the  occurrence
           and during the continuation of an Event of Default, without notice
           and at its option, transfer or register the Pledged Securities and
           the Pledged  Obligations or  any part  thereof,  into its  or  its
           nominee's name,  or endorse  any of  the Pledged  Obligations  for
           negotiation, without any indication  that such Pledged  Collateral
           is subject to the security interest hereunder.

           (b)  Intellectual Property.

                (i)  For the purpose  of enabling  the Administrative  Agent,
           during the continuance of an Event of Default, to exercise  rights
           and remedies under Sections 9  and 10 hereof at  such time as  the
           Administrative Agent shall be  lawfully entitled to exercise  such
           rights and remedies, and for no other purpose, each Debtor  hereby
           grants to the Administrative Agent,  to the extent assignable,  an
           irrevocable, non-exclusive license (exercisable without payment of
           royalty or  other compensation  to such  Debtor) to  use,  assign,
           license or sublicense any of  the Intellectual Property now  owned
           or hereafter acquired  by such Debtor,  wherever the  same may  be
           located, 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 programs  used for  the compilation  or  printout
           thereof.

                (ii) Notwithstanding  anything   contained  herein   to   the
           contrary, but subject  to the  provisions of  Section 8.09 of  the
           Credit Agreement that limit the right of the Debtors to dispose of
           their respective property, so  long as no  Event of Default  shall
           have occurred and be continuing, the Debtors will be permitted  to
           exploit, use, enjoy, protect,  license, sublicense, assign,  sell,
           dispose of or take other actions with respect to the  Intellectual
           Property in the ordinary course of  the business of the Debtors.
           In furtherance of the foregoing, unless an Event of Default  shall
           have occurred  and be  continuing the  Administrative Agent  shall
           from time  to time,  upon the  request of  the respective  Debtor,
           execute  and  deliver  any  instruments,  certificates  or   other
           documents, in the form so requested,  that such Debtor shall  have
           certified are appropriate (in  its judgment) to  allow it to  take
           any  action  permitted  above  (including  relinquishment  of  the
           license provided pursuant  to clause (i)  immediately above as  to
           any specific Intellectual Property).  Further, upon the payment in
           full of  all  of  the  Secured  Obligations  and  cancellation  or
           termination of  the  Commitments  or earlier  expiration  of  this
           Agreement or release of the Pledged Collateral, the Administrative
           Agent shall grant back to the Debtors the license granted pursuant
           to clause  (i) immediately  above.   The  exercise of  rights  and
           remedies   under   Section 9   or   Section 10   hereof   by   the
           Administrative Agent shall not terminate the rights of the holders
           of any licenses or sublicenses theretofore granted by the  Debtors
           in accordance with the first sentence of this clause (ii).

           (c)  Motor Vehicles.  At any time after the occurrence and  during
      the continuance of  an Event of  Default, each Debtor  shall, upon  the
      request of  the Administrative  Agent,  deliver to  the  Administrative
      Agent originals of the certificates of title or ownership for the Motor
      Vehicles, and any other Equipment covered  by certificates of title  or
      ownership,  owned  by  it  with  the  Administrative  Agent  listed  as
      lienholder.
<PAGE>
      8.18      Fraudulent  Conveyances.     Notwithstanding   any   contrary
 provision, each Debtor  agrees that,  if, but  for the  application of  this
 paragraph, any  of the  Secured Obligations  or the  Administrative  Agent's
 security interest would constitute a preferential transfer under 11 U.S.C. '
 547, a  fraudulent  conveyance  under  11 U.S.C.  '  548,  or  a  fraudulent
 conveyance or  transfer under  any state  fraudulent conveyance,  fraudulent
 transfer, or similar laws  in effect from time  to time (each a  "fraudulent
 conveyance"), then  the  Secured  Obligations  and  such  security  interest
 remains enforceable to the  maximum extent possible  without causing any  of
 the Secured  Obligations  or  the  security  interest  to  be  a  fraudulent
 conveyance, and this  Agreement is automatically  amended to  carry out  the
 intent of this paragraph.

      Section 9.     Rights of the Administrative Agent

      9.1  Power of Attorney.  Each Debtor hereby irrevocably constitutes and
 appoints the Administrative  Agent and any  officer or  agent thereof,  with
 full power of  substitution, as its  true and  lawful attorney-in-fact  with
 full irrevocable power and authority  in the name of  such Debtor or in  its
 own name, to take any and  all action and to  execute any and all  documents
 and instruments which the Administrative Agent at any time and from time  to
 time deems  necessary  or  desirable to  accomplish  the  purposes  of  this
 Agreement and, without limiting the generality of the foregoing, each Debtor
 hereby gives the Administrative Agent the power and right on behalf of  such
 Debtor and in its own name to do any of the following, without notice to  or
 the consent of such Debtor, whether or not an Event of Default has  occurred
 and is continuing, except as otherwise expressly provided below.

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

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

         (c)    after the occurrence and during  the continuance of an  Event
      of Default, to notify post office authorities to change the address for
      delivery of  mail  of  any  Debtor to  an  address  designated  by  the
      Administrative  Agent  and  to  receive,  open,  and  dispose  of  mail
      addressed to any Debtor;

         (d)    (A) after the  occurrence and  during the  continuance of  an
      Event of  Default, to  direct account  debtors  and any  other  parties
      liable for any  payment under  any of  the Pledged  Collateral to  make
      payment of any and all monies due and to become due thereunder directly
      to the  Administrative  Agent  or as  the  Administrative  Agent  shall
      direct; (B) after the occurrence and during the continuance of an Event
      of Default, to receive payment of  and receipt for any and all  monies,
      claims, and other amounts due and to become due at any time in  respect
      of or arising out of any  Pledged Collateral; (C) after the  occurrence
      and during the continuance of an Event of Default, to sign and  endorse
      any invoices, freight  or express bills,  bills of  lading, storage  or
<PAGE>
      warehouse receipts, drafts against debtors, assignments, proxies, stock
      powers, verifications,  and notices  in  connection with  accounts  and
      other documents  relating  to the  Pledged  Collateral; (D)  after  the
      occurrence and  during  the continuance  of  an Event  of  Default,  to
      commence and prosecute  any suit, action,  or proceeding at  law or  in
      equity in any court  of competent jurisdiction  to collect the  Pledged
      Collateral or  any part  thereof  and to  enforce  any other  right  in
      respect of any Pledged Collateral; (E) after the occurrence and  during
      the continuance of an Event of Default, to defend any suit, action,  or
      proceeding brought  against  any Debtor  with  respect to  any  Pledged
      Collateral; (F) after the occurrence and  during the continuance of  an
      Event of Default, to settle, compromise, or adjust any suit, action, or
      proceeding described above and, in  connection therewith, to give  such
      discharges  or   releases  as   the  Administrative   Agent  may   deem
      appropriate; (G) to exchange  any of the  Pledged Collateral for  other
      property    upon    any    merger,    consolidation,    reorganization,
      recapitalization, or other readjustment of  the issuer thereof and,  in
      connection therewith, deposit  any of the  Pledged Collateral with  any
      committee, depositary, transfer agent,  registrar, or other  designated
      agency upon such terms as the  Administrative Agent may determine;  (H)
      to add or release  any guarantor, indorser, surety,  or other party  to
      any of the Pledged Collateral; (I) after the occurrence and during  the
      continuance of  an Event  of Default,  to renew,  extend, or  otherwise
      change the terms and conditions of  any of the Pledged Collateral;  (J)
      to make,  settle,  compromise, or  adjust  claims under  any  insurance
      policy covering  any  of the  Pledged  Collateral; and  (K)  after  the
      occurrence and during the continuance of an Event of Default, to  sell,
      transfer, pledge, make any agreement with respect to or otherwise  deal
      with any of the  Pledged Collateral as fully  and completely as  though
      the Administrative  Agent  were  the absolute  owner  thereof  for  all
      purposes, and  to do,  at the  Administrative  Agent's option  and  the
      Debtors' expense,  at any  time, or  from time  to time,  all acts  and
      things which  the  Administrative  Agent deems  necessary  to  protect,
      preserve, or realize upon the Pledged Collateral and the Administrative
      Agent's security interest therein.

      This power of attorney is a power coupled with an interest and shall be
 irrevocable.  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 in  its capacity as  attorney-in-fact except acts  or
 omissions resulting from its willful misconduct.  This power of attorney  is
 conferred on  the  Administrative Agent  solely  to protect,  preserve,  and
 realize  upon  its  security  interest  in  the  Pledged  Collateral.    The
 Administrative Agent shall not be responsible  for any decline in the  value
 of the Pledged Collateral  and shall not  be required to  take any steps  to
 preserve rights against prior parties or  to protect, preserve, or  maintain
 any security interest or Lien given to secure the Pledged Collateral.
<PAGE>
      9.2  Certain Covenants and Rights Regarding the Pledged Collateral.

           (a)  Each Debtor shall from time to time at the reasonable request
      of the Administrative  Agent furnish  the Administrative  Agent with  a
      schedule of each Account included in the Pledged Collateral and a  list
      of all those  liable on checks,  notes, drafts,  and other  Instruments
      representing the Proceeds of such  Accounts.  The Administrative  Agent
      shall have  the  right  to  make  test  verifications  of  the  Pledged
      Collateral.   If any  part  of the  Pledged  Collateral is  or  becomes
      subject to  the Federal  Assignment of  Claims Act,  each Debtor  whose
      Pledged  Collateral  has  been   affected  thereby  will  execute   all
      instruments and take all steps required by the Administrative Agent  to
      comply with  that  act.   If  any part  of  the Pledged  Collateral  is
      evidenced by chattel paper, or by  one or more promissory notes,  trade
      acceptances or other Instruments, each Debtor  will, at the request  of
      the   Administrative   Agent,   immediately   deliver   them   to   the
      Administrative Agent,  appropriately  endorsed  to  the  order  of  the
      Administrative Agent, and regardless of  the form of endorsement,  such
      Debtor waives  presentment, demand,  notice of  dishonor, protest,  and
      notice of protest.

           (b)  If the  validity or  priority of  this  Agreement or  of  any
      rights, titles,  security  interests  or  other  interests  created  or
      evidenced hereby shall  be attacked, endangered,  or questioned, or  if
      any legal proceedings are instituted with respect thereto, each  Debtor
      will give prompt  written notice  thereof to  the Administrative  Agent
      and, at such Debtors' own cost and expense, will diligently endeavor to
      cure any defect which  may be developed or  claimed, and will take  all
      necessary and proper steps for the  defense of such legal  proceedings,
      and the Administrative Agent  (whether or not named  as a party to  the
      legal proceedings  with  respect  thereto)  is  hereby  authorized  and
      empowered to  take  such  additional  steps  as  in  its  judgment  and
      discretion may be necessary or proper for the defense of any such legal
      proceedings or  the protection  of the  validity  or priority  of  this
      Agreement  and  the  rights,  titles,  security  interests,  and  other
      interests created or evidenced hereby, and all expenses so incurred  of
      every kind and  character shall  be a  demand obligation  owing by  the
      Debtors and the party  incurring such expenses  shall be subrogated  to
      all rights of the Person receiving such payment.

           (c)  Upon the occurrence of  an Event of Default  and at any  time
      thereafter, the Administrative Agent  is authorized to take  possession
      peaceably of  the Pledged  Collateral and  of  all books,  records  and
      accounts relating thereto,  and to exercise  without interference  from
      the Debtors any and all rights  which any such Debtor has with  respect
      to the  management,  possession,  protection, or  preservation  of  the
      Pledged Collateral.  If necessary to obtain the possession provided for
      above, the Administrative Agent may invoke  any and all legal  remedies
      to dispossess  any  such Debtor,  including  specifically one  or  more
      actions for forcible entry and detainer.  In connection with any action
      taken by  the  Administrative  Agent  pursuant  to  this  Section,  the
      Administrative Agent shall not be liable for any loss sustained by  any
      Debtor resulting from any act or  omission of the Administrative  Agent
      unless such loss is caused by  the willful misconduct and bad faith  of
      the  Administrative  Agent,  nor  shall  the  Administrative  Agent  be
      obligated to perform  or discharge any  obligation, duty, or  liability
      under any sale or  lease agreement covering  the Pledged Collateral  or
      any part thereof, or under or  by reason of this Agreement or  exercise
      of rights or remedies hereunder.
<PAGE>
           (d)  At any time prior to the termination of this Agreement, after
      the occurrence and during the continuance  of an Event of Default,  the
      Administrative Agent may notify the account debtors or obligors of  any
      Accounts, Instruments, or other  evidences of indebtedness included  in
      the Pledged Collateral to pay the Administrative Agent directly.  Until
      the Administrative Agent elects to  exercise these rights, each  Debtor
      is authorized  as agent  of the  Administrative  Agent to  collect  and
      enforce  such   Accounts,   Instruments,   and   other   evidences   of
      indebtedness.   The  costs  of collection  and  enforcement,  including
      attorneys' fees  and expenses,  shall be  borne solely  by the  Debtors
      whether incurred by the Administrative Agent or the Debtors.

      9.3  Performance by the Administrative  Agent.  If  any of the  Debtors
 fails to  perform  or comply  with  any  of its  obligations  or  agreements
 contained  herein,  the  Administrative  Agent  itself  may,  at  its   sole
 discretion, cause or attempt  to cause performance  or compliance with  such
 agreement, and  the  expenses of  the  Administrative Agent,  together  with
 interest thereon at the Maximum Rate, shall be payable by the Debtors to the
 Administrative Agent  on demand  and  shall constitute  Secured  Obligations
 secured by  this Agreement.   The  Administrative  Agent, upon  making  such
 payment, shall be subrogated  to all of the  rights of the Person  receiving
 such payment.  Notwithstanding  the foregoing, it  is expressly agreed  that
 the Administrative Agent shall not have any liability or responsibility  for
 the performance of any obligation of any Debtor under this Agreement.

      9.4  Setoff; Property Held by the Administrative Agent.  If an Event of
 Default shall have occurred and be continuing, the Administrative Agent  and
 each Lender shall have the  right to set off  and apply against the  Secured
 Obligations, at  any time  and without  notice to  any Debtor,  any and  all
 deposits (general or special, time or demand, provisional or final) or other
 sums at any time credited by or  owing from the Administrative Agent or  any
 Lender to any Debtor whether or not  the Secured Obligations are then due.
 As additional  security  for the  Secured  Obligations, each  Debtor  hereby
 grants the Administrative Agent and each  Lender a security interest in  all
 money, instruments, and other property of such Debtor now or hereafter  held
 by  the  Administrative  Agent  and  each  Lender.    In  addition  to   the
 Administrative Agent's  and each  Lender's right  of setoff  and as  further
 security  for  the  Secured  Obligations,  each  Debtor  hereby  grants  the
 Administrative Agent and  each Lender a  security interest  in all  deposits
 (general or  special,  time  or demand,  provisional  or  final)  and  other
 accounts of  such Debtor  now or  hereafter deposited  with or  held by  the
 Administrative Agent or any Lender and  all other sums at any time  credited
 by or owing from the Administrative Agent or any Lender to such Debtor.  The
 rights and remedies of  the Administrative Agent  and each Lender  hereunder
 are in addition to other rights and remedies (including, without limitation,
 other rights of setoff) which the  Administrative Agent and each Lender  may
 have.

      9.5  Subrogation.   If any  of the  Secured  Obligations are  given  in
 renewal or extension or applied toward  the payment of indebtedness  secured
 by any Lien, the Secured Parties shall be, and are hereby, subrogated to all
 of the  rights, titles,  interests and  Liens securing  the indebtedness  so
 renewed, extended, or paid.
<PAGE>
      9.6  Administrative Agent's Duty of Care.   Other than the exercise  of
 reasonable care in the physical custody of the Pledged Collateral while held
 by the Administrative Agent hereunder,  the Administrative Agent shall  have
 no responsibility for or obligation or duty with respect to all or any  part
 of the Pledged  Collateral or  any matter or  proceeding arising  out of  or
 relating thereto, including  without limitation  any obligation  or duty  to
 collect any sums due in respect thereof or to protect or preserve any rights
 against prior  parties or  any other  rights  pertaining thereto,  it  being
 understood and agreed that each Debtor shall be responsible for preservation
 of all rights in the Pledged Collateral.  Without limiting the generality of
 the foregoing, the Administrative Agent shall be conclusively deemed to have
 exercised reasonable care in  the custody of the  Pledged Collateral if  the
 Administrative Agent takes such action, for purposes of preserving rights in
 the Pledged Collateral, as any Debtor may reasonably request in writing, but
 no failure or  omission or delay  by the Administrative  Agent in  complying
 with any such request  by any Debtor, and  no refusal by the  Administrative
 Agent to comply with any such request by any Debtor, shall be deemed to be a
 failure to exercise reasonable care.

      9.7  Assignment by the Administrative Agent.   The Secured Parties  may
 from time to  time assign the  Secured Obligations and  any portion  thereof
 and/or the Pledged Collateral and any portion thereof in accordance with the
 applicable provisions of  the Credit Agreement,  and the  assignee shall  be
 entitled to  all  of the  rights  and remedies  of  such Person  under  this
 Agreement in relation thereto.

      Section 10.    Default

      10.1 Rights and Remedies.  Upon the occurrence of an Event of  Default,
 the Administrative Agent shall have the following rights and remedies:

           (a)  In addition to all other rights  and remedies granted to  the
      Administrative Agent in this Agreement and  in any other instrument  or
      agreement securing, evidencing, or relating to the Secured  Obligations
      or any  part thereof  or by  applicable law,  the Administrative  Agent
      shall have all of the rights and remedies of a secured party under  the
      UCC  (whether  or  not  the  UCC   applies  to  the  affected   Pledged
      Collateral).  Without  limiting the  generality of  the foregoing,  the
      Administrative Agent may (A)  without demand or  notice to any  Debtor,
      collect, receive, or take possession of  the Pledged Collateral or  any
      part thereof and for  that purpose the  Administrative Agent may  enter
      upon any premises on which the Pledged Collateral is located and remove
      the Pledged Collateral  therefrom or render  it inoperable, and/or  (B)
      sell, lease, or  otherwise dispose of  the Pledged  Collateral, or  any
      part thereof,  in one  or more  parcels at  public or  private sale  or
      sales, at the Administrative Agent's offices or elsewhere, for cash, on
      credit, or  for future  delivery,  and upon  such  other terms  as  the
      Administrative Agent may  deem commercially reasonable.   Each  Secured
      Party shall have the  right at any  public sale or  sales, and, to  the
      extent permitted by applicable  law, at any private  sale or sales,  to
      bid and  become a  purchaser  of the  Pledged  Collateral or  any  part
      thereof free of any right  or equity of redemption  on the part of  any
      Debtor, which right or equity of redemption is hereby expressly  waived
      and released by each  Debtor.  Upon the  request of the  Administrative
      Agent, each Debtor shall  assemble the Pledged  Collateral and make  it
      available to the Administrative  Agent at any  place designated by  the
      Administrative Agent that is reasonably  convenient to such Debtor  and
      the Administrative Agent.  Each  Debtor agrees that the  Administrative
<PAGE>
      Agent shall not be obligated to  give more than ten days prior  written
      notice of the time and place  of any public sale  or of the time  after
      which any  private sale  may  take place  and  that such  notice  shall
      constitute reasonable notice of such matters.  The Administrative Agent
      shall not be  obligated to make  any sale of  Pledged Collateral if  it
      shall determine not  to do so,  regardless of the  fact that notice  of
      sale of Pledged  Collateral may have  been given.   The  Administrative
      Agent may, without notice or publication, adjourn any public or private
      sale  or  cause  the  same  to  be  adjourned  from  time  to  time  by
      announcement of 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.   Each Debtor shall be  jointly and severally  liable
      for all expenses of retaking, holding, preparing for sale, or the like,
      and all  attorneys'  fees, legal  expenses,  and all  other  costs  and
      expenses  incurred  by  any  Secured  Party  in  connection  with   the
      collection of  the  Secured  Obligations and  the  enforcement  of  the
      Administrative Agent's rights under this Agreement.  The Debtors  shall
      remain liable  for  any deficiency  if  the  proceeds of  any  sale  or
      disposition of  the  Pledged Collateral  are  insufficient to  pay  the
      Secured Obligations  in  full.    Each  Debtor  waives  all  rights  of
      marshalling in respect of the Pledged Collateral.

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

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

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

      10.2 Application of Proceeds  of Sale.   The  proceeds of  any sale  of
 Pledged Collateral pursuant to Section 10.01 hereof, as well as any  Pledged
 Collateral consisting of cash, shall be applied by the Administrative  Agent
 as provided  in  the  Credit  Agreement.   Upon  any  sale  of  the  Pledged
 Collateral by  the Administrative  Agent (including,  without limitation,  a
 sale pursuant to the UCC or under a judicial proceeding), the receipt of the
 Administrative Agent or of the officer making the sale shall be a sufficient
 discharge to the purchaser or purchasers  of the Pledged 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
 Administrative Agent or  such officer or  be answerable in  any way for  the
 misapplication thereof.

      10.3 Irrevocable Authorization  and  Instruction to  Issuers  LLCs  and
 Partnerships.   Each of  the Debtors  hereby authorizes  and instructs  each
 Issuer, LLC and Partnership  to comply with any  instruction received by  it
 from the  Administrative Agent  in  writing that  states  that an  Event  of
 Default has  occurred  and  is continuing,  without  any  other  or  further
 instructions from such Debtor, and such Debtor agrees that each Issuer,  LLC
 and Partnership shall be fully protected in so complying.
<PAGE>
      Section 11.    Miscellaneous

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

      11.2 Successors and Assigns.  This Agreement shall be binding upon  and
 inure to  the  benefit  of  the Debtors,  the  Secured  Parties,  and  their
 respective heirs, successors, and assigns, except that no Debtor may  assign
 any of its  rights or  obligations under  this Agreement  without the  prior
 written consent  of  the  Administrative Agent.    The  provisions  of  this
 Agreement shall apply to each Debtor, individually and collectively.

      11.3 AMENDMENT;  ENTIRE   AGREEMENT;  CONTROLLING   AGREEMENT.     THIS
 AGREEMENT AND THE OTHER  LOAN DOCUMENTS EMBODY  THE FINAL, ENTIRE  AGREEMENT
 AMONG THE  PARTIES  HERETO AND  SUPERSEDE  ANY AND  ALL  PRIOR  COMMITMENTS,
 AGREEMENTS, REPRESENTATIONS, AND  UNDERSTANDINGS, WHETHER  WRITTEN OR  ORAL,
 RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR  VARIED
 BY EVIDENCE  OF  PRIOR, CONTEMPORANEOUS  OR  SUBSEQUENT ORAL  AGREEMENTS  OR
 DISCUSSIONS OF THE PARTIES HERETO.   THERE ARE NO ORAL AGREEMENTS AMONG  THE
 PARTIES HERETO.  The provisions of  this Agreement may be amended or  waived
 only by an instrument in writing signed by the parties hereto.  In the event
 any term or provision of this Agreement expressly conflicts with any term or
 provision of the Credit  Agreement; the terms and  provisions of the  Credit
 Agreement shall govern and control.

      11.4 Notices.  All  notices and  other communications  provided for  in
 this Agreement shall be given or  made in writing and telecopied, mailed  by
 certified mail  return  receipt  requested, or  delivered  to  the  intended
 recipient at  the "Address  for Notices"  specified below  its name  on  the
 signature pages hereof; or, as to any  party at such other address as  shall
 be designated  by  such party  in  a notice  to  the other  party  given  in
 accordance with  this  Section.    Except  as  otherwise  provided  in  this
 Agreement, all such communications shall be  deemed to have been duly  given
 when transmitted by telecopy, subject to telephone confirmation of  receipt,
 or when personally delivered or, in the  case of a mailed notice, when  duly
 deposited in the mails, in each case given or addressed as aforesaid.

      11.5 Applicable Law; Venue; Service of  Process.  THIS AGREEMENT  SHALL
 BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE  WITH THE LAWS  OF THE STATE  OF
 TEXAS AND  THE  APPLICABLE LAWS  OF  THE UNITED  STATES  OF AMERICA.    THIS
 AGREEMENT HAS BEEN  ENTERED INTO IN  DALLAS COUNTY, TEXAS,  AND IT SHALL  BE
 PERFORMABLE FOR  ALL  PURPOSES IN  DALLAS  COUNTY,  TEXAS.   ANY  ACTION  OR
 PROCEEDING AGAINST ANY DEBTOR UNDER OR IN CONNECTION WITH THIS AGREEMENT  OR
 ANY OTHER INSTRUMENT OR AGREEMENT SECURING,  EVIDENCING, OR RELATING TO  THE
 SECURED OBLIGATIONS  OR ANY  PART THEREOF  MAY BE  BROUGHT IN  ANY STATE  OR
 FEDERAL COURT IN DALLAS COUNTY, TEXAS.   EACH DEBTOR HEREBY IRREVOCABLY  (I)
 SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (II) WAIVES ANY
 OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR
 PROCEEDING BROUGHT  IN SUCH  COURT OR  THAT SUCH  COURT IS  AN  INCONVENIENT
 FORUM.  EACH DEBTOR AGREES THAT  SERVICE OF PROCESS UPON  IT MAY BE MADE  BY
 CERTIFIED OR  REGISTERED  MAIL, RETURN  RECEIPT  REQUESTED, AT  ITS  ADDRESS
 SPECIFIED OR DETERMINED IN ACCORDANCE WITH  THE PROVISIONS OF SECTION  11.04
<PAGE>
 OF THIS AGREEMENT.   NOTHING IN  THIS AGREEMENT OR  ANY OTHER INSTRUMENT  OR
 AGREEMENT SECURING, EVIDENCING,  OR RELATING TO  THE SECURED OBLIGATIONS  OR
 ANY PART THEREOF SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE
 PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE
 ADMINISTRATIVE AGENT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY DEBTOR OR
 WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL IN ANY STATE OR FEDERAL  COURT
 IN ANY OTHER JURISDICTION.  ANY  ACTION OR PROCEEDING BY ANY DEBTOR  AGAINST
 THE ADMINISTRATIVE AGENT SHALL BE BROUGHT ONLY IN A COURT LOCATED IN  DALLAS
 COUNTY, TEXAS.

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

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

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

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

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

      11.11     Construction.   Each  Debtor  and  the  Administrative  Agent
 acknowledge that each of them  has had the benefit  of legal counsel of  its
 own choice and  has been afforded  an opportunity to  review this  Agreement
 with its legal  counsel and  that this Agreement  shall be  construed as  if
 jointly drafted by the Debtors and the Administrative Agent.

      11.12     Obligations Absolute.  The  obligations of each Debtor  under
 this Agreement  shall  be  absolute  and  unconditional  and  shall  not  be
 released, discharged, reduced, or  in any way  impaired by any  circumstance
 whatsoever, including,  without  limitation,  any  amendment,  modification,
 extension, or renewal  of this Agreement,  the Secured  Obligations, or  any
 document or instrument  evidencing, securing, or  otherwise relating to  the
 Secured Obligations, or any release or  subordination of collateral, or  any
 waiver, consent,  extension, indulgence,  compromise, settlement,  or  other
 action or inaction in respect of this Agreement, the Secured Obligations, or
 any document or  instrument evidencing, securing,  or otherwise relating  to
 the Secured Obligations, or any exercise  or failure to exercise any  right,
 remedy, power, or privilege in respect of the Secured Obligations.
<PAGE>
      11.13     Administrative Agent Not a Member.  Nothing contained in this
 Agreement  shall  be  construed  or  interpreted  (a) to  transfer  to   the
 Administrative Agent or any Lender any of the obligations of a partner of  a
 Partnership or  a member  or manager  of any  LLC or  (b) to constitute  the
 Administrative Agent or any Lender a partner of a Partnership or a member or
 manager of any LLC.

      11.14     Release of Security  Interest.  At  such time as  all of  the
 Secured Obligations have been  paid and performed  in full, all  obligations
 and commitments of the Secured Parties to make advances, or otherwise extend
 credit  under  the  Credit  Agreement   have  expired  or  terminated,   the
 Administrative Agent shall release the security interest granted hereby.

      11.15     Payment of Fees and Expenses.  The Debtors shall pay  (a) all
 reasonable out-of-pocket expenses incurred  by the Administrative Agent  and
 its Affiliates, including the reasonable fees, charges and disbursements  of
 counsel for the Administrative Agent, in connection with this Agreement  and
 the  Pledged  Collateral,  the   preparation  and  administration  of   this
 Agreement, the  other Loan  Documents or  any amendments,  modifications  or
 waivers of the provisions hereof or thereof (whether or not the transactions
 contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
 expenses incurred  by  the Administrative  Agent,  and, after  an  Event  of
 Default, any Lender, including  the fees, charges  and disbursements of  any
 counsel for the Administrative  Agent or any Lender  in connection with  the
 enforcement or protection of  its rights in  connection with this  Agreement
 and the other Loan Documents, in  connection with the Pledged Collateral  or
 the Loans  made,  including all such  out-of-pocket expenses incurred during
 any workout,  restructuring  or  negotiations  in  respect  of  such  Loans,
 (iii) all transfer, stamp, documentary, or other similar taxes,  assessments
 or charges levied by any Governmental Authority in respect of this Agreement
 or any of the other Loan Documents, (iv) all costs, out-of-pocket  expenses,
 assessments and  other  charges  incurred in  connection  with  any  filing,
 registration, recording,  or perfection  of any  security interest  or  Lien
 contemplated by this Agreement or any other Loan Document, and (v) all other
 costs and out-of-pocket  expenses incurred  by the  Administrative Agent  in
 connection with  this Agreement,  any other  Loan  Document or  the  Pledged
 Collateral, including  without limitation  costs, fees,  expenses and  other
 charges incurred in  connection with performing  or obtaining  any audit  or
 appraisal  in  respect  of  the  Pledged  Collateral  or  for  any  surveys,
 environmental assessments, title insurance, filing fees, recording costs and
 lien searches.
<PAGE>
      IN WITNESS  WHEREOF,  the  parties hereto  have  caused  this  Security
 Agreement to be duly  executed and delivered  as of the  day and year  first
 above written.

                               PEGASUS SYSTEMS, INC.


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------



                               PEGASUS NO. 1, LLC

                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ W.C. HAMMETT, JR.
                                       -------------------------
                               Name:       William C. Hammett, Jr.
                                       -------------------------
                               Title:      Manager
                                       -------------------------


                               PEGASUS NO. 2, LLC


                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ W.C. HAMMETT, JR.
                                       -------------------------
                               Name:       William C. Hammett, Jr.
                                       -------------------------
                               Title:      Manager
                                       -------------------------


                               PEGASUS GP, LLC

                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------

<PAGE>
                               PEGASUS BUSINESS INTELLIGENCE, LP

                               By: Pegasus GP LLC,
                                   its General Partner

                               By: Pegasus Systems, Inc.,
                                   its Sole Member

                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------


                               PEGASUS COMMISSION PROCESSING, LP,
                               successor-in-interest by merger to
                               The Hotel Clearing Corporation


                               By: Pegasus GP, LLC,
                                   its General Partner

                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------



                               PEGASUS ELECTRONIC DISTRIBUTION, LP,
                               successor-in-interest by merger to
                               (THISCO) - The Hotel Industry Switch Company

                               By: Pegasus GP, LLC,
                                   its General Partner

                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------
<PAGE>

                               TRAVEL WEB, LP, successor-in-interest
                               by merger to Travel Web, Inc.

                               By: Pegasus Electronic Distribution, LP,
                                   its General Partner

                               By: Pegasus GP, LLC,
                                   its General Partner

                               By: Pegasus Systems, Inc.,
                                   its Sole Member


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------


                               REZ, INC.


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------



                               REZSOLUTIONS, INC., successor-in-interest
                               to Anasazi, Inc.


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------



                               ANASAZI SERVICE CORPORATION


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------

<PAGE>

                               ANASAZI TRAVEL RESOURCES, INC.


                               By:     /s/ JOHN F. DAVIS, III
                                       -------------------------
                               Name:       John F. Davis, III
                                       -------------------------
                               Title:      President
                                       -------------------------


<PAGE>

                                  SCHEDULE 1

                                   DEBTORS

                                   Issuers

                                 Partnerships

                                    LLC'S




                                  SCHEDULE 2

                             COPYRIGHT COLLATERAL




                                  SCHEDULE 3

                              PATENT COLLATERAL




                                  SCHEDULE 4

                             TRADEMARK COLLATERAL




                                  SCHEDULE 5

                         LICENSES AND USER AGREEMENTS




                                  SCHEDULE 6

                           LOCATIONS OF COLLATERAL




                                  SCHEDULE 7

                                FILING OFFICES


<PAGE>

                                  SCHEDULE 8

                              BUSINESS LOCATIONS




                                  SCHEDULE 9

                                 TRADE NAMES