CHAR1\529364_  6
                                       16

CHAR1\529364_  6

                               SECURITY AGREEMENT


     THIS  SECURITY  AGREEMENT (this "Security Agreement") is entered into as of
                                      ------------------
April  28,  2000  among  POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina
corporation (the "Borrower"), certain Subsidiaries of the Borrower identified on
                  --------
the  signature  pages  hereto and such other Subsidiaries of the Borrower as may
from  time  to  time  become  an  Obligor  hereunder (individually a "Subsidiary
                                                                      ----------
Guarantor"  and  collectively  the  "Subsidiary  Guarantors";  together with the
      ---                            ----------------------
Borrower,  individually  an "Obligor", and collectively the "Obligors") and BANK
                             -------                         --------
OF  AMERICA,  N.A. (formerly known as Bank of America National Trust and Savings
Association),  in  its  capacity  as administrative agent (in such capacity, the
"Administrative  Agent")  for  the respective lenders from time to time party to
   -------------------
the  Revolving  Credit  Agreement  and  the  Term Loan Agreement described below
(collectively,  the  "Lenders").
                      -------


                                    RECITALS
                                    --------

     WHEREAS,  pursuant  to that certain Credit Agreement, dated as of August 8,
1997 as amended by a First Amendment to Credit Agreement dated as of November 5,
1999,  as amended by a Second Amendment to Credit Agreement dated as of February
10,  2000, as amended by a Third Amendment to Credit Agreement dated as of March
30,  2000 and as further amended by a Fourth Amendment to Credit Agreement dated
as  of  April  24,  2000  (as  may  be subsequently amended, modified, extended,
renewed  or replaced from time to time, the "Revolving Credit Agreement"), among
                                             --------------------------
the  Borrower,  the  Subsidiary  Guarantors,  the  Lenders  party  thereto  (the
"Revolving  Credit  Lenders") and the Administrative Agent, the Revolving Credit
        -------------------
Lenders  have  extended a revolving credit facility (the "Revolving Loans") upon
                                                          ---------------
the  terms  and  subject  to  the  conditions  set  forth  therein;  and

     WHEREAS,  pursuant to that certain Term Loan Agreement dated as of November
5,  1999,  as  amended  by  a First Amendment to Term Loan Agreement dated as of
February  10,  2000  ,  as  amended by a Second Amendment to Term Loan Agreement
dated as of March 30, 2000 and as further amended by a Third Amendment to Credit
Agreement  dated as of April 24, 2000 (as may be subsequently amended, modified,
extended,  renewed  or  replaced  from time to time, the "Term Loan Agreement"),
                                                          -------------------
among  the  Borrower,  the Subsidiary Guarantors, the Lenders party thereto (the
"Term  Loan  Lenders")  and the Administrative Agent, the Term Loan Lenders have
  ------------------
extended  a  term  loan  (the  "Term  Loan")  upon  the terms and subject to the
                                ----------
conditions  set  forth  therein;  and

     WHEREAS,  it is a requirement of each of the Revolving Credit Agreement and
the  Term  Loan  Agreement and the continuing obligations of the Lenders to make
their  respective  Loans  under the Revolving Credit Agreement and the Term Loan
Agreement,  as  applicable,  that the Obligors shall have executed and delivered
this  Security  Agreement to the Administrative Agent for the ratable benefit of
the  Lenders.

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

<PAGE>

     1.     Definitions.
            -----------

     (a)     Unless  otherwise  defined  herein,  capitalized  terms used herein
shall have the meanings ascribed to such terms in the Revolving Credit Agreement
and  the  Term  Loan Agreement, as applicable, and the following terms which are
defined in the Uniform Commercial Code in effect in the State of New York on the
date hereof (the "UCC") are used herein as so defined:  Accounts, Chattel Paper,
                  ---
Deposit  Accounts,  Documents,  Equipment,  Farm  Products,  Fixtures,  General
Intangibles,  Instruments,  Inventory,  Investment  Property  and  Proceeds.

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

     "Bankruptcy  Code":  means  the  Bankruptcy  Code in Title 11 of the United
      ----------------
States  Code,  as  amended,  modified,  succeeded or replaced from time to time.

          "Copyright  Licenses":  any  written  agreement, naming any Obligor as
           -------------------
licensor  or licensee, granting any right under any Copyright including, without
limitation,  any  such  agreement  with  those customers and other third parties
referred  to  in Schedule 1(b) attached hereto but excluding teaming agreements.
                 -------------

          "Copyrights":  (a)  all  registered  United  States  copyrights in all
           ----------
Works,  now  existing  or  hereafter  created or acquired, all registrations and
recordings  thereof,  and  all  applications in connection therewith, including,
without  limitation,  registrations,  recordings  and applications in the United
States  Copyright  office including, without limitation, any thereof referred to
in  Schedule  1(b)  attached  hereto,  and  (b)  all renewals thereof including,
    --------------
without  limitation,  any  thereof  referred  to  in  Schedule  1(b)  hereto.
   ---                                                --------------

     "Credit  Documents":  means  a collective reference to the Revolving Credit
      -----------------
Agreement,  the  Term  Loan  Agreement,  this  Security  Agreement,  the  Pledge
Agreement,  the  Mortgages and all other related agreements and documents issued
or  delivered  hereunder  or  thereunder  or  pursuant  hereto  or  thereto.

     "Event  of  Default":  has  the  meaning  set  forth  in  Section 7 hereof.
      ------------------

     "GAAP":  means  generally  accepted accounting principals as in effect from
      ----
time to time in the United States of America as applied on a consistent basis by
the  Borrower  (except  for  changes  concurred in by the Borrower's independent
public  accountants).

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

          "Patent  License":  all agreements, whether written or oral, providing
           ---------------
for  the  grant by or to an Obligor of any right to manufacture, use or sell any
invention  covered  by  a  Patent,
<PAGE>
including, without limitation, any such agreement with those customers and other
third parties referred to in Schedule 1(b) attached hereto but excluding teaming
                             -------------
agreements.

          "Patents":  all  letters  patent  of  the  United  States or any other
           -------
country  and all reissues and extensions thereof, including, without limitation,
any  thereof  referred  to  in  Schedule  1(b)  attached  hereto.
                                --------------

     "Revolving  Loan  Obligations":  means  the  Borrower's  obligations to the
      ----------------------------
Revolving Credit Lenders arising under the Revolving Credit Agreement, including
without limitation all principal, interest, fees and other charges in respect of
the  Revolving  Loans.

          "Secured  Obligations":  the  collective  reference  to the following:
           --------------------

     (i)  The  Revolving  Loan  Obligations,  including  without limitation, all
unpaid  principal of and interest on (including interest accruing after maturity
and  after  the  commencement  of  bankruptcy  or  insolvency  proceedings)  the
Revolving  Loans  and  other  obligations  owing  under  the  Revolving  Credit
Agreement,  and  all  other  indebtedness,  liabilities  and  obligations  owing
thereunder,  whether  now  existing  or  hereafter arising, and whether primary,
secondary,  direct,  contingent,  or  joint  and  several;  including  without
limitation,  all  liabilities  and  obligations  incurred  in  connection  with
collecting  and  enforcing  the  foregoing.

(ii)  The  Term  Loan  Obligations,  including  without  limitation  all  unpaid
principal  of  and  interest  on (including interest accruing after maturity and
after  the  commencement of bankruptcy or insolvency proceedings) the Term Loans
and  other obligations owing under the Term Loan Agreement, whether now existing
or  hereafter  arising,  and  whether primary, secondary, direct, contingent, or
joint and several; including without limitation, all liabilities and obligations
incurred  in  connection  with  collecting  and  enforcing  the  foregoing.

(iii)  all  indebtedness, liabilities and obligations of any kind or nature, now
existing  or  hereafter  arising,  owing by the Obligors to the Lenders, arising
under  the  Credit  Documents.

     "Term  Loan Obligations": means the Borrower's obligations to the Term Loan
      ----------------------
Lenders  arising under the Term Loan Agreement, including without limitation all
principal,  interest,  fees  and  other  charges  in  respect  of the Term Loan.

          "Trademark  License":  means any agreement, written or oral, providing
           ------------------
for  the grant by or to an Obligor of any right to use any Trademark, including,
without  limitation,  any  such  agreement  with those customers and other third
parties  referred  to  in  Schedule  1(b)  attached hereto but excluding teaming
                           --------------
agreements.

          "Trademarks":  (a)  all  trademarks,  trade  names,  corporate  names,
           ----------
company  names, business names, fictitious business names, trade styles, service
marks,  logos  and  other
<PAGE>
source  or  business  identifiers,  and  the  goodwill associated therewith, now
existing  or  hereafter  adopted  or  acquired, all registrations and recordings
thereof,  and  all  applications  in connection therewith, whether in the United
States  Patent  and  Trademark  Office or in any similar office or agency of the
United  States,  any  State  thereof  or  any  other  country  or  any political
subdivision thereof, or otherwise, including, without limitation, those referred
to  in  Schedule  1(b)  attached  hereto,  and  (b)  all  renewals  thereof.
        --------------

          "Work":  any work which is subject to copyright protection pursuant to
           ----
Title  17 of the United States Code, as amended, modified, succeeded or replaced
from  time to time, including but not limited to the works set forth on Schedule
                                                                        --------
1(b)  attached  hereto.
----

     2.     Grant  of Security Interest in the Collateral.  To secure the prompt
            ---------------------------------------------
payment and performance in full when due, whether by lapse of time, acceleration
or  otherwise,  of  the  Secured  Obligations, each Obligor hereby grants to the
Administrative  Agent,  for  the  benefit  of the Lenders, a continuing security
interest  in,  and  a  right  to  set  off against, any and all right, title and
interest  of such Obligor in and to the following, whether now owned or existing
or  owned,  acquired,  or  arising  hereafter  (collectively, the "Collateral"):
                                                                   ----------

     (a)     all  Accounts;

     (b)     all  cash  and  Cash  Equivalents  maintained  on  deposit with the
Administrative  Agent  or  any  other  Lender;

     (c)     all  Chattel  Paper;

     (d)     all  Copyrights;

     (e)     all Copyright Licenses but only to the extent that such a pledge is
permitted  and  not  otherwise  prohibited  thereunder;

     (f)     all  Deposit  Accounts;

     (g)     all  Documents;

     (h)     all  Equipment;

     (i)     all  Fixtures;

     (j)     all  General  Intangibles but only to the extent that such a pledge
is  permitted  and  not  otherwise  prohibited  thereunder;

     (k)     all  Instruments;

     (l)     all  Inventory;

<PAGE>

     (m)     all  Investment  Property;

     (n)     all  Patents;

     (o)     all  Patent  Licenses  but only to the extent that such a pledge is
permitted  and  not  otherwise  prohibited  thereunder;

     (p)     all  Trademarks;

     (q)     all Trademark Licenses but only to the extent that such a pledge is
permitted  and  not  otherwise  prohibited  thereunder;

     (r)     all  books,  records, ledger cards, files, correspondence, computer
programs,  tapes,  disks,  and  related  data processing software (owned by such
Obligor  or  in  which  it has an interest) that at any time evidence or contain
information  relating to any Collateral or are otherwise necessary or helpful in
the  collection  thereof  or  realization  thereupon;  and

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

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

     3.     Provisions  Relating  to  Accounts.
            ----------------------------------

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


<PAGE>
     (b)     Once  during each calendar year or at any time after the occurrence
and  during  the  continuation  of an Event of Default, the Administrative Agent
shall  have the right, but not the obligation, to make test verifications of the
Accounts  in  any  manner  and  through  any medium that it reasonably considers
advisable, and the Obligors shall furnish all such assistance and information as
the Administrative Agent may require in connection with such test verifications.
At  any  time and from time to time, upon the Administrative Agent's request and
at  the  expense  of  the  Obligors, the Obligors shall cause independent public
accountants or others satisfactory to the Administrative Agent to furnish to the
Administrative  Agent  reports  showing  reconciliations,  aging  and  test
verifications  of,  and  trial  balances  for, the Accounts.  The Administrative
Agent  in  its  own  name  or in the name of others may communicate with account
debtors  on  the  Accounts  to  verify  with  them to the Administrative Agent's
satisfaction  the  existence,  amount  and  terms  of  any  Accounts.

     4.     Representations  and Warranties.  Each Obligor hereby represents and
            -------------------------------
warrants  to  the  Administrative Agent, for the benefit of the Lenders, that so
long as any of the Secured Obligations remain outstanding or any Credit Document
is  in  effect or any Loan under the Revolving Credit Agreement or the Term Loan
Agreement  shall  remain outstanding, and until all of the Commitments under the
Revolving  Credit  Agreement  and  the  Term  Loan  Agreement  shall  have  been
terminated:

          (a)     Chief Executive Office; Books & Records.  Each Obligor's chief
                  ---------------------------------------
executive  office  and chief place of business is (and for the prior four months
have  been) located at the locations set forth on Schedule 4(a) attached hereto,
                                                  -------------
and  each  Obligor  primarily  keeps  its  books  and records at such locations.

          (b)     Location of Collateral.  The location of all Collateral (other
                  ----------------------
than  de  minimis  amounts  of personal property that may be at branch locations
and/or  customer  sites)  owned  by  each  Obligor  is as shown on Schedule 4(b)
                                                                   -------------
attached  hereto.

          (c)     Ownership.  Each  Obligor is the legal and beneficial owner of
                  ---------
its  Collateral  and has the right to pledge, sell, assign or transfer the same.
Each  Obligor's legal name is as shown in this Security Agreement and no Obligor
has  in  the  past  four  months  changed  its  name,  been  party  to a merger,
consolidation  or  other change in structure or used any tradename except as set
forth  in  Schedule  4(c)  attached  hereto.
           --------------

          (d)     Security Interest/Priority.  This Security Agreement creates a
                  --------------------------
valid security interest in favor of the Administrative Agent, for the benefit of
the  Lenders,  in the Collateral of such Obligor and, when properly perfected by
filing, shall constitute a valid perfected security interest in such Collateral,
to  the  extent such security can be perfected by filing under the UCC, free and
clear  of  all  Liens  except  for  Liens  permitted under the Credit Documents.

          (e)     Farm  Products.  None of the Collateral constitutes, or is the
                  --------------
Proceeds  of,  Farm  Products.

<PAGE>

          (f)     Accounts.  (i) Each Account of the Obligors and the papers and
                  --------
documents  relating  thereto  are genuine and in all material respects what they
purport  to  be,  (ii)  each Account arises out of (A) a bona fide sale of goods
sold  and delivered by such Obligor (or is in the process of being delivered) or
(B)  bona  fide  licensing  or  similar transactions or (C) services theretofore
actually  rendered  or in the process of being delivered by such Obligor to, the
account debtor named therein, (iii) no Account of an Obligor is evidenced by any
Instrument  or  Chattel  Paper  unless such Instrument or Chattel Paper has been
theretofore  endorsed over and delivered to the Administrative Agent and (iv) no
surety  bond  (other  than  those  set  forth  on  Schedule 4(f), as applicable,
                                                   -------------
attached  hereto)  was  required  or  given in connection with any Account of an
Obligor  or  the  contracts  or  purchase  orders  out  of  which  they  arose.

          (g)     Inventory.  No  Inventory  is  held  by an Obligor pursuant to
                  ---------
consignment,  sale  or  return,  sale  on  approval  or  similar  arrangement.

          (h)     Copyrights,  Patents  and  Trademarks.
                  -------------------------------------

          (i)     Schedule  1(b)  attached  hereto  includes  all  domestic
                  --------------
Copyrights,  Patents  and Trademarks owned by the Obligors in their own names as
of  the  date hereof, and substantially all customers and/or other third parties
which  have  entered  into any Copyright Licenses, Patent Licenses and Trademark
Licenses  with  any  of the Obligors for which the Obligors are the licensor and
which  are  in  effect  as  of  the  date  hereof.

          (ii)     To  the  best  of  each  Obligor's knowledge, each Copyright,
Patent  and  Trademark  of  such  Obligor  is  valid,  subsisting,  unexpired,
enforceable  and  has  not  been  abandoned.

          (iii)     Except  as  set forth in Schedule 1(b) attached hereto, none
                                             -------------
of  such  Copyrights,  Patents and Trademarks is the subject of any licensing or
franchise  agreement,  excluding  teaming  agreements.

          (iv)     Other  than  standard  prosecution  proceedings,  no holding,
decision or judgment has been rendered by any Governmental Authority which would
limit,  cancel  or  question the validity of any Copyright, Patent or Trademark.

          (v)     No action or proceeding is pending seeking to limit, cancel or
question  the  validity  of  any  Copyright,  Patent  or Trademark, or which, if
adversely  determined,  would have a material adverse effect on the value of any
Copyright,  Patent  or  Trademark.

          (vi)     All  applications  identified  in Schedule 1(b) pertaining to
                                                     -------------
the Copyrights and Trademarks of each Obligor have been duly and properly filed,
and  all registrations or letters identified in Schedule 1(b) pertaining to such
                                                -------------
Copyrights, Patents and Trademarks have been duly and properly filed and issued,
and,  to  our
<PAGE>
knowledge,  all  of  such  Copyrights,  Patents  and  Trademarks  are  valid and
enforceable.

          (vii)     No  Obligor has made any assignment or agreement in conflict
with  the  security  interest  in  the Copyrights, Patents or Trademarks of each
Obligor  hereunder.

          (viii)     To  the  best  of  each  Obligor's  knowledge and except as
identified  in  Schedule  1(b),  no Copyright, Patent or Trademark infringes the
                --------------
intellectual  property  rights  of  a  third-party.

          (ix)     To  the  best  of  each  Obligor's  knowledge  and  except as
identified  in  Schedule  1(b),  no  third-party  copyright, patent or trademark
                --------------
infringes  the rights of the Obligors in the Copyrights, Patents, and Trademarks
owned  by  the  Obligors  and  identified  in  Schedule  1(b).
                                               --------------

          (x)     After  taking into account the Obligors' belief concerning the
likelihood  of  obtaining alternative or replacement arrangements, and the costs
thereof,  termination  (which would result from a change of ownership or control
of  each  such  Obligor  or  an  assignment  of  such Obligor's interest in such
licenses)of  any  Patent  License,  trade  secret  license,  Trademark  License,
Copyright License or other General intangible license in favor of any Obligor as
licensee  which  is excluded from the Collateral hereunder pursuant to Section 2
hereof  will  not,  in the aggregate, result in a material adverse effect on the
operations  of  the  business  of  the  Borrower and its Subsidiaries taken as a
whole.

     5.     Covenants.  Each  Obligor  covenants  that,  so  long  as any of the
            ---------
Secured  Obligations  remain  outstanding or any Credit Document is in effect or
any  Loan  shall  remain outstanding, and until all of the Commitments under the
Revolving  Credit  Agreement  and  the  Term  Loan  Agreement  shall  have  been
terminated,  such  Obligor  shall:

          (a)     Other  Liens.  Defend  the  Collateral  against the claims and
                  ------------
demands  of  all other parties claiming an interest therein, keep the Collateral
free from all Liens, except Liens permitted under the Revolving Credit Agreement
or  the  Term  Loan Agreement and not sell, exchange, transfer, assign, lease or
otherwise dispose of the Collateral or any interest therein, except as permitted
under  the  Credit  Documents.

          (b)     Preservation  of  Collateral.  Keep  the  Collateral  in  good
                  ----------------------------
order,  condition  and  repair  and  not  use the Collateral in violation of the
provisions  of  this  Security  Agreement,  the  Credit  Documents  or any other
agreement  relating  to  the Collateral or any policy insuring the Collateral or
any  applicable  statute,  law,  bylaw,  rule,  regulation  or  ordinance.

          (c)     Instruments/Chattel  Paper.  If any amount payable under or in
                  --------------------------
connection  with  any  of  the  Collateral  shall  be or become evidenced by any
Instrument  or  Chattel  Paper,  immediately  deliver such Instrument or Chattel
Paper  to  the  Administrative  Agent,  duly
<PAGE>
endorsed  in  a  manner  satisfactory to the Administrative Agent, to be held as
Collateral  pursuant  to  this  Security  Agreement.

          (d)     Change  in  Location.  Not,  without  providing  45 days prior
                  --------------------
written notice to the Administrative Agent and without filing such amendments to
any  previously  filed  financing  statements  as  the  Administrative Agent may
require,  (a)  change the location of its chief executive office and chief place
of  business  (as well as its books and records) from the locations set forth on
Schedule  4(a)  hereto,  (b)  change  the  location  of  its Collateral from the
locations  set forth for such Obligor on Schedule 4(b) hereto, or (c) change its
name,  be  party  to a merger, consolidation or other change in structure or use
any  tradename  other  than  as  set  forth  on  Schedule  4(c) attached hereto.
                                                 --------------

          (e)     Inspection.  Upon  reasonable  notice,  and  during reasonable
                  ----------
hours,  at  all  times  allow the Administrative Agent or its representatives to
visit  and  inspect  the  Collateral  as the Administrative Agent may reasonably
determine.

          (f)     Perfection  of  Security Interest.  Execute and deliver to the
                  ---------------------------------
Administrative  Agent  such  agreements,  assignments  or instruments (including
affidavits,  notices, reaffirmations and amendments and restatements of existing
documents,  as  the Administrative Agent may reasonably request) and do all such
other  things  as  the  Administrative  Agent  may  reasonably deem necessary or
appropriate  (i)  to  assure  to the Administrative Agent its security interests
hereunder,  including  (A)  such  financing  statements  (including  renewal
statements) or amendments thereof or supplements thereto or other instruments as
the  Administrative  Agent  may from time to time reasonably request in order to
perfect and maintain the security interests granted hereunder in accordance with
the  UCC,  (B) with regard to Copyrights, a Notice of Grant of Security Interest
in  Copyrights for filing with the United States Copyright Office in the form of
Schedule  5(f)(i) attached hereto, (C) with regard to Patents, a Notice of Grant
-----------------
of  Security  Interest  in  Patents for filing with the United States Patent and
Trademark  Office  in the form of Schedule 5(f)(ii) attached hereto and (D) with
                                  -----------------
regard  to  Trademarks, a Notice of Grant of Security Interest in Trademarks for
filing  with  the  United  States  Patent  and  Trademark  Office in the form of
Schedule  5(f)(iii)  attached  hereto,  (ii)  to  consummate  the  transactions
       ------------
contemplated hereby and (iii) to otherwise protect and assure the Administrative
       -
Agent  of  its rights and interests hereunder.  To that end, each Obligor agrees
that  the  Administrative  Agent  may  file  one  or  more  financing statements
disclosing  the  Administrative  Agent's  security interest in any or all of the
Collateral  of  such  Obligor  without,  to  the  extent  permitted by law, such
Obligor's  signature  thereon,  and further each Obligor also hereby irrevocably
makes,  constitutes  and  appoints  the Administrative Agent, its nominee or any
other  person  whom  the  Administrative  Agent may designate, as such Obligor's
attorney in fact with full power and for the limited purpose to sign in the name
of  such Obligor any such financing statements, or amendments and supplements to
financing  statements,  renewal  financing  statements,  notices  or any similar
documents  which  in  the  Administrative Agent's reasonable discretion would be
necessary, appropriate or convenient in order to perfect and maintain perfection
of  the  security interests granted hereunder, such power, being coupled with an
interest,  being  and  remaining  irrevocable so long as either of the Revolving
Credit  Agreement  or  Term
<PAGE>
Loan  Agreement  in  effect or any amounts payable thereunder or under any other
Credit  Document  shall  remain  outstanding,  and  until all of the Commitments
thereunder  shall  have  terminated.  Each  Obligor hereby agrees that a carbon,
photographic  or  other  reproduction  of  this  Security  Agreement or any such
financing  statement  is  sufficient  for filing as a financing statement by the
Administrative  Agent  without  notice  thereof  to  such  Obligor  wherever the
Administrative Agent may in its sole discretion desire to file the same.  In the
event  for any reason the law of any jurisdiction other than New York becomes or
is applicable to the Collateral of any Obligor or any part thereof, or to any of
the  Secured  Obligations,  such  Obligor agrees to execute and deliver all such
instruments  and  to do all such other things as the Administrative Agent in its
sole  discretion  reasonably deems necessary or appropriate to preserve, protect
and  enforce the security interests of the Administrative Agent under the law of
such  other  jurisdiction  (and, if an Obligor shall fail to do so promptly upon
the  request  of  the  Administrative  Agent,  then the Administrative Agent may
execute  any and all such requested documents on behalf of such Obligor pursuant
to  the  power  of  attorney  granted hereinabove).  If any Collateral is in the
possession  or  control  of  an Obligor's agents and the Administrative Agent so
requests,  such  Obligor  agrees  to  notify  such  agents  in  writing  of  the
Administrative  Agent's  security  interest therein and, upon the Administrative
Agent's  request,  instruct  them  to  hold all such Collateral for the Lenders'
account  and  subject  to the Administrative Agent's instructions.  Each Obligor
agrees  to  mark  its  books and records to reflect the security interest of the
Administrative  Agent  in  the  Collateral.

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

          (h)     Covenants  Relating  to  Copyrights.
                  -----------------------------------

          (i)     Employ  the  Copyright  for  each  Work  with  such  notice of
copyright as may be required by law to secure copyright protection in accordance
with  the  Borrower's  standard  business  practice.

          (ii)     In accordance with the Borrower's standard business practice,
not  knowingly  do  any act or knowingly omit to do any act whereby any material
Copyright  may become invalidated and (A) not knowingly do any act, or knowingly
omit  to do any act, whereby any material Copyright may become injected into the
public  domain;  (B) notify the Administrative Agent immediately if it knows, or
has  reason  to  know,  that any material Copyright may become injected into the
public domain or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any
court  or  tribunal  in  the  United  States  or any other country) regarding an
Obligor's  ownership  of  any  such  Copyright  or  its  validity;  (C) take all
necessary  steps  as  it  shall  deem  appropriate  under  the circumstances, to
maintain  and  pursue  each
<PAGE>
application  (and  to  obtain  the  relevant  registration) and to maintain each
registration  of  each material Copyright owned by an Obligor including, without
limitation, filing of applications for renewal where necessary; and (D) promptly
notify  the  Administrative  Agent  of any material infringement of any material
Copyright  of  an  Obligor of which it becomes aware and take such actions as it
shall  reasonably  deem  appropriate  under  the  circumstances  to protect such
Copyright,  including, where appropriate, the bringing of suit for infringement,
seeking  injunctive  relief  and seeking to recover any and all damages for such
infringement.

          (iii)     Not  make  any  assignment or agreement in conflict with the
security  interest  in  the Copyrights of each Obligor hereunder or as otherwise
permitted  by  the  Credit  Agreement.

          (i)     Covenants  Relating  to  Patents  and  Trademarks.
                  -------------------------------------------------

          (i)     In  accordance with the Borrower's standard business practice,
(A)  continue  to  use each Trademark on each and every trademark class of goods
applicable  to  its current line as reflected in its current catalogs, brochures
and  price lists in order to maintain such Trademark in full force free from any
claim  of  abandonment  for  non-use, (B) maintain as in the past the quality of
products  and  services  offered under such Trademark, (C) employ such Trademark
with the appropriate notice of registration, (D) not adopt or use any mark which
is  confusingly  similar  or  a colorable imitation of such Trademark unless the
Administrative  Agent,  for  the  ratable benefit of the Lenders, shall obtain a
perfected  security  interest  in such mark pursuant to this Security Agreement,
and  (E)  not  knowingly  (and  not knowingly permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby any Trademark may
become  invalidated.

          (ii)     Not  knowingly  do  any act, or knowingly omit to do any act,
whereby  any  Patent  may  become  abandoned  or  dedicated.

          (iii)     Notify  the Administrative Agent and the Lenders immediately
if  it  knows  that  any  registration  relating to any Patent or application or
registration  relating to any Trademark may become abandoned or dedicated, or of
any  adverse  determination  or  development (including, without limitation, the
institution  of,  or any such determination or development in, any proceeding in
the  United  States  Patent and Trademark Office or any court or tribunal in any
country)  regarding  an  Obligor's  ownership  of any Patent or Trademark or its
right  to  register  the  same  or  to  keep  and  maintain  the  same.

          (iv)     Whenever  an  Obligor,  either by itself or through an agent,
employee,  licensee  or designee, shall file an application for the registration
of  any  Trademark  with  the  United  States Patent and Trademark Office or any
similar  office  or  agency  in  any  other country or any political subdivision
thereof,  an  Obligor  shall  report
<PAGE>
such  filing  to  the  Administrative Agent and the Lenders within five Business
Days after the last day of the fiscal quarter in which such filing occurs.  Upon
request  of  the  Administrative Agent, an Obligor shall execute and deliver any
and  all  agreements,  instruments,  documents  and papers as the Administrative
Agent  may  request  to  evidence  the  Administrative  Agent's and the Lenders'
security  interest  in  any  Patent  or  Trademark  and the goodwill and general
intangibles  of  an  Obligor  relating  thereto  or  represented  thereby.

          (v)     In  accordance with the Borrower's standard business practice,
take  all  reasonable and necessary steps, including, without limitation, in any
proceeding  before the United States Patent and Trademark Office, or any similar
office  or  agency in any other country or any political subdivision thereof, to
maintain  and  pursue each application (and to obtain the relevant registration)
and  to  maintain  each  registration  of the Patents and Trademarks, including,
without  limitation,  filing  of applications for renewal, affidavits of use and
affidavits  of  incontestability.

          (vi)     Promptly  notify  the  Administrative  Agent  and the Lenders
after  it  learns  that  any  Patent  or Trademark included in the Collateral is
infringed,  misappropriated  or diluted by a third party and, in accordance with
the  Borrower's  standard  business  practice (A) promptly sue for infringement,
misappropriation  or  dilution, (B) to seek injunctive relief where appropriate,
(C)  to  recover  any and all damages for such infringement, misappropriation or
dilution, or (D) take such other actions as it shall reasonably deem appropriate
under  the  circumstances  to  protect  such  Patent  or  Trademark.

          (vii)     Not  make  any  assignment or agreement in conflict with the
security  interest  in the Patents or Trademarks of each Obligor hereunder or as
otherwise  permitted  by  the  Credit  Agreement.

          (j)     New  Patents, Copyrights and Trademarks.  Promptly provide the
                  ---------------------------------------
Administrative  Agent  with  (i)  a listing of all applications, if any, for the
issuance  of registrations or letters of new Copyrights or Trademarks and of the
issuance  of  registrations or letters of new Copyrights, Trademarks or Patents,
together  with  a listing of the issuance of registrations or letters on present
applications  for  Copyrights  and Trademarks, which new applications and issued
registrations or letters shall be subject to the terms and conditions hereunder,
and  (ii)  (A)  with  respect  to Copyrights, a duly executed Notice of Security
Interest  in  Copyrights, (B) with respect to Patents, a duly executed Notice of
Security  Interest  in  Patents, (C) with respect to Trademarks, a duly executed
Notice  of  Security  Interest  in  Trademarks  or  (D) such other duly executed
documents  as  the  Administrative  Agent  may  request  in a form acceptable to
counsel  for the Administrative Agent and suitable for recording to evidence the
security interest in the Copyright or Trademark which is the subject of such new
application  or  the  new  Copyright,  Trademark  or  Patent.

<PAGE>

          (k)     Insurance.  Insure,  repair and replace the Collateral of such
                  ---------
Obligor  as  set  forth  in each of the Revolving Credit Agreement and Term Loan
Agreement.  All  insurance proceeds shall be subject to the security interest of
the  Administrative  Agent  hereunder.

     6.     Advances  by  Lenders.  On  failure of any Obligor to perform any of
            ---------------------
the  covenants and agreements contained herein, the Administrative Agent may, at
its sole option and in its sole discretion, perform the same and in so doing may
expend  such  sums  as the Administrative Agent may reasonably deem advisable in
the  performance  thereof,  including,  without  limitation,  the payment of any
insurance premiums, the payment of any taxes, a payment to obtain a release of a
Lien or potential Lien, expenditures made in defending against any adverse claim
and  all  other  expenditures  which the Administrative Agent or the Lenders may
make for the protection of the security hereof or which may be compelled to make
by  operation  of law.  All such sums and amounts so expended shall be repayable
by the Obligors on a joint and several basis promptly upon timely notice thereof
and  demand  therefor, shall constitute additional Secured Obligations and shall
bear  interest  from  the  date  said  amounts  are expended at the default rate
specified  in  Section 2.8(a) of the Revolving Credit Agreement for overdue Base
Rate  Committed  Loans.  No such performance of any covenant or agreement by the
Administrative  Agent  or  the  Lenders  on  behalf  of any Obligor, and no such
advance or expenditure therefor, shall relieve the Obligors of any default under
the terms of this Security Agreement or the other Credit Documents.  The Lenders
may make any payment hereby authorized in accordance with any bill, statement or
estimate  procured  from the appropriate public office or holder of the claim to
be  discharged  without  inquiry  into  the  accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax lien,
title  or  claim  except  to  the extent such payment is being contested in good
faith  by  an  Obligor  in  appropriate  proceedings  and against which adequate
reserves  are  being  maintained  in  accordance  with  GAAP.

     7.     Events  of  Default.
            -------------------

     The  occurrence  of  an event which under the Revolving Credit Agreement or
the  Term  Loan  Agreement  would  constitute an Event of Default (which has not
otherwise  been cured or waived in accordance with the provisions thereof) shall
be  an  Event  of  Default  hereunder  (an  "Event  of  Default").
                                             ------------------

     8.     Remedies.
            --------

          (a)     General  Remedies.  Upon the occurrence of an Event of Default
                  -----------------
and  during  continuation  thereof,  the  Lenders shall have, in addition to the
rights  and  remedies  provided  herein,  in  the  Credit  Documents,  or by law
(including, but not limited to, the rights and remedies set forth in the Uniform
Commercial  Code of the jurisdiction applicable to the affected Collateral), the
rights  and remedies of a secured party under the UCC (regardless of whether the
UCC  is  the  law of the jurisdiction where the rights and remedies are asserted
and  regardless  of  whether  the  UCC  applies to the affected Collateral), and
further,  the  Administrative Agent may, with or without judicial process or the
aid  and  assistance  of  others,  (i) enter on any premises on which any of the
Collateral  may  be  located  and,  without  resistance  or  interference by the
Obligors,  take  possession  of  the  Collateral,  (ii)  dispose  of
<PAGE>
any  Collateral on any such premises, (iii) require the Obligors to assemble and
make  available  to  the Administrative Agent at the expense of the Obligors any
Collateral at any place and time designated by the Administrative Agent which is
reasonably  convenient to both parties, (iv) remove any Collateral from any such
premises  for the purpose of effecting sale or other disposition thereof, and/or
(v) without demand and without advertisement, notice, hearing or process of law,
all  of which each of the Obligors hereby waives to the fullest extent permitted
by  law,  at any place and time or times, sell and deliver any or all Collateral
held by or for it at public or private sale, by one or more contracts, in one or
more  parcels,  for cash, upon credit or otherwise, at such prices and upon such
terms  as  the  Administrative  Agent  deems  advisable,  in its sole discretion
(subject to any and all mandatory legal requirements).  In addition to all other
sums  due  the  Administrative Agent and the Lenders with respect to the Secured
Obligations,  the  Obligors  shall  pay the Administrative Agent and each of the
Lenders  all  reasonable costs and expenses incurred by the Administrative Agent
or  any  such  Lender, including, but not limited to, reasonable attorneys' fees
and  court  costs,  in  obtaining  or  liquidating  the Collateral, in enforcing
payment  of  the  Secured  Obligations,  or in the prosecution or defense of any
action  or  proceeding  by or against the Administrative Agent or the Lenders or
the  Obligors  concerning  any  matter  arising  out  of  or connected with this
Security  Agreement,  any  Collateral  or  the  Secured  Obligations, including,
without limitation, any of the foregoing arising in, arising under or related to
a  case under the Bankruptcy Code.  To the extent the rights of notice cannot be
legally waived hereunder, each Obligor agrees that any requirement of reasonable
notice  shall  be  met if such notice is personally served on or mailed, postage
prepaid,  to  the  Borrower  in accordance with the notice provisions of Section
10.1  of the Revolving Credit Agreement at least 10 days before the time of sale
or  other  event  giving  rise  to  the  requirement  of  such  notice.  The
Administrative  Agent and the Lenders shall not be obligated to make any sale or
other  disposition of the Collateral regardless of notice having been given.  To
the extent permitted by law, any Lender may be a purchaser at any such sale.  To
the  extent  permitted by applicable law, each of the Obligors hereby waives all
of  its  rights  of  redemption  with  respect to any such sale.  Subject to the
provisions  of  applicable  law,  the  Administrative  Agent and the Lenders may
postpone  or  cause  the  postponement  of the sale of all or any portion of the
Collateral  by  announcement  at  the time and place of such sale, and such sale
may, without further notice, to the extent permitted by law, be made at the time
and  place  to which the sale was postponed, or the Administrative Agent and the
Lenders  may  further  postpone  such sale by announcement made at such time and
place.

          (b)     Remedies  relating  to  Accounts.  Upon  the  occurrence of an
                  --------------------------------
Event  of  Default  and  during  the  continuation  thereof,  whether or not the
Administrative  Agent  has  exercised  any  or  all  of  its rights and remedies
hereunder,  each  Obligor will promptly upon request of the Administrative Agent
instruct  all  account debtors to remit all payments in respect of Accounts to a
mailing  location  selected  by  the  Administrative  Agent.  In  addition,  the
Administrative  Agent  or  its  designee  may notify any Obligor's customers and
account  debtors  that  the  Accounts  of such Obligor have been assigned to the
Administrative Agent or of the Administrative Agent's security interest therein,
and  may  (either  in its own name or in the name of an Obligor or both) demand,
collect  (including  without  limitation  by  way
<PAGE>
of  a  lockbox arrangement), receive, take receipt for, sell, sue for, compound,
settle, compromise and give acquittance for any and all amounts due or to become
due  on  any  Account,  and,  in the Administrative Agent's discretion, file any
claim  or  take  any  other action or proceeding to protect and realize upon the
security interest of the Lenders in the Accounts.  Each Obligor acknowledges and
agrees  that  the  Proceeds  of  its  Accounts  remitted  to or on behalf of the
Administrative  Agent  in  accordance with the provisions hereof shall be solely
for  the  Administrative Agent's own convenience and that such Obligor shall not
have  any right, title or interest in such Accounts or in any such other amounts
except  as  expressly provided herein.  The Administrative Agent and the Lenders
shall  have  no  liability  or responsibility to any Obligor for acceptance of a
check,  draft or other order for payment of money bearing the legend "payment in
full"  or words of similar import or any other restrictive legend or endorsement
or  be  responsible  for  determining  the  correctness of any remittance.  Each
Obligor hereby agrees to indemnify the Administrative Agent and the Lenders from
and against all liabilities, damages, losses, actions, claims, judgments, costs,
expenses,  charges  and  reasonable  attorneys' fees suffered or incurred by the
Administrative  Agent  or  the Lenders (each, an "Indemnified Party") because of
                                                  -----------------
the  maintenance  of the foregoing arrangements except as relating to or arising
out of the gross negligence or willful misconduct of an Indemnified Party or its
officers,  employees or agents.  In the case of any investigation, litigation or
other proceeding, the foregoing indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by an Obligor, its directors,
shareholders  or  creditors  or  an Indemnified Party or any other Person or any
other  Indemnified  Party  is  otherwise  a  party  thereto.

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

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

          (e)     Retention  of Collateral.  The Administrative Agent may, after
                  ------------------------
providing  the  notices  required  by  Section  9-505(2) of the UCC or otherwise
complying  with the requirements of applicable law of the relevant jurisdiction,
to  the  extent  the  Administrative  Agent  is  in  possession  of  any  of the
Collateral,  retain  the  Collateral in satisfaction of the Secured Obligations.
Unless  and  until  the  Administrative  Agent shall have provided such notices,
however,  the  Administrative  Agent  shall  not  be deemed to have retained any
Collateral  in  satisfaction  of  any  Secured  Obligations  for  any  reason.

          (f)     Deficiency.  In  the  event  that  the  proceeds  of any sale,
                  ----------
collection  or  realization  are  insufficient  to  pay all amounts to which the
Administrative  Agent or the Lenders are legally entitled, the Obligors shall be
jointly  and severally liable for the deficiency, together with interest thereon
at  the  default  rate  specified  in  Section  2.8(a)  of  the Revolving Credit
Agreement  for  overdue  Base  Rate  Committed Loans, together with the costs of
collection  and  the  reasonable  fees  of  any  attorneys  employed  by  the
Administrative  Agent  to  collect such deficiency.  Any surplus remaining after
the  full  payment and satisfaction of the Secured Obligations shall be returned
to  the  Obligors  or  to  whomsoever  a  court  of competent jurisdiction shall
determine  to  be  entitled  thereto.

     9.     Rights  of  the  Administrative  Agent.
            --------------------------------------

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

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

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

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

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

          (v)     sell,  assign,  transfer, make any agreement in respect of, or
otherwise  deal  with  or  exercise  rights in respect of, any Collateral or the
goods  or  services  which  have  given rise thereto, as fully and completely as
though  the  Administrative  Agent  were  the  absolute  owner  thereof  for all
purposes;

          (vi)     adjust  and settle claims under any insurance policy relating
to  the  Collateral;

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

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

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

     This  power  of  attorney  is a power coupled with an interest and shall be
irrevocable (i) for so long as any of the Secured Obligations remain outstanding
under  any  of  the  Credit  Documents  is  in  effect  or any Loan shall remain
outstanding  and  (ii)  until  all of the Commitments under the Revolving Credit
Agreement  and  the  Term  Loan  Agreement  shall  have  been  terminated.  The
Administrative Agent shall be under no duty to exercise or withhold the exercise
of  any  of  the  rights, powers, privileges and options expressly or implicitly
granted to the Administrative Agent in this Security Agreement, and shall not be
liable  for  any  failure to do so or any delay in doing so.  The Administrative
Agent  shall  not be liable for any act or omission or for any error of judgment
or  any  mistake  of  fact  or law in its individual capacity or its capacity as
attorney-in-fact except acts or omissions resulting from its gross negligence or
willful  misconduct.  This  power of attorney is conferred on the Administrative
Agent  solely to protect, preserve and realize upon its security interest in the
Collateral.

          (b)     Performance  by  the  Administrative Agent of Obligations.  If
                  ---------------------------------------------------------
any  Obligor  fails to perform any agreement or obligation contained herein, the
Administrative Agent itself may perform, or cause performance of, such agreement
or  obligation,  and  the
<PAGE>
expenses  of  the Administrative Agent incurred in connection therewith shall be
payable  by  the  Obligors  on  a joint and several basis pursuant to Section 11
hereof.

          (c)     Assignment  by  the  Administrative Agent.  The Administrative
                  -----------------------------------------
Agent  may  from  time  to  time  assign the Secured Obligations and any portion
thereof and/or the Collateral and any portion thereof, and the assignee shall be
entitled  to  all  of  the rights and remedies of the Administrative Agent under
this  Security  Agreement  in  relation  thereto.

          (d)     The  Administrative  Agent's  Duty  of  Care.  Other  than the
                  --------------------------------------------
exercise  of  reasonable care to assure the safe custody of the Collateral while
being held by the Administrative Agent hereunder, the Administrative Agent shall
have  no  duty  or  liability  to  preserve  rights pertaining thereto, it being
understood and agreed that the Obligors shall be responsible for preservation of
all  rights in the Collateral, and the Administrative Agent shall be relieved of
all  responsibility  for  the  Collateral  upon surrendering it or tendering the
surrender  of  it  to the Obligors.  The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the Collateral
in its possession if the Collateral is accorded treatment substantially equal to
that  which the Administrative Agent accords its own property, which shall be no
less  than  the  treatment  employed  by  a  reasonable and prudent agent in the
industry,  it  being  understood  that  the  Administrative Agent shall not have
responsibility  for  taking  any  necessary steps to preserve rights against any
parties  with  respect  to  any  of  the  Collateral.

     10.     Application  of  Proceeds.  Upon  the  occurrence  and  during  the
             -------------------------
continuance of an Event of Default, all amounts collected or received in respect
of  the  Collateral,  when  received  by  the Administrative Agent or any of the
Lenders  in  cash or its equivalent, shall be paid over or delivered as follows:

          (a)     FIRST,  to  the  payment  of  all  reasonable,  documented
out-of-pocket  costs  and  expenses  (including  without  limitation reasonable,
documented  attorneys'  fees)  of  the  Administrative  Agent  or  any Lender in
connection  with  enforcing the rights of the Lenders under the Credit Documents
in  respect  of  the  Collateral  and  any  protective  advances  made  by  the
Administrative  Agent  or  any  Lender  with  respect to the Collateral under or
pursuant  to the terms of the Collateral Documents, pro rata as set forth below;

          (b)     SECOND,  to  the  payment  of  all  accrued  fees and interest
payable  to the Administrative Agent and the Lenders under the Credit Documents,
pro  rata  as  set  forth  below;

          (c)     THIRD,  to  the payment of the outstanding principal amount of
the  Secured  Obligations,  pro  rata,  as  set  forth  below;  and

          (d)     FOURTH,  to  all other obligations which shall have become due
and  payable  under  the  Credit  Documents  and  not repaid pursuant to clauses
"FIRST"  through  "THIRD"  above,  pro  rata,  as  set  forth  below;  and

<PAGE>

          (e)     FIFTH,  to the payment of the surplus, if any, to whomever may
be  lawfully  entitled  to  receive  such  surplus.

In  carrying  out  the  foregoing,  (i) amounts received shall be applied in the
numerical  order  provided  until  exhausted  prior  to  application to the next
succeeding  category; (ii) each of the Lenders shall receive an amount under the
applicable  category  equal  to  its  pro  rata share of amounts available to be
applied  above  (based  on  the proportion that the then outstanding obligations
owed  by  the Borrower to such Lender under the Credit Documents with respect to
the  applicable  category  bears to the aggregate outstanding obligations of the
Borrower  to  the  Lenders  under  the  Credit  Documents  with  respect  to the
applicable  category);  and  (iii)  each Obligor irrevocably waives the right to
direct the application of such payments and proceeds and acknowledges and agrees
that  the  Administrative Agent shall have the continuing and exclusive right to
apply  and  reapply any and all such payments and proceeds in the Administrative
Agent's  sole  discretion, notwithstanding any entry to the contrary upon any of
its  books  and  records.

     11.     Costs  of  Counsel.  If  at  any  time  hereafter, whether upon the
             ------------------
occurrence  of  an  Event  of  Default  or not, the Administrative Agent employs
counsel  to  prepare or consider amendments, waivers or consents with respect to
this Security Agreement, or to take action or make a response in or with respect
to  any  legal  or  arbitral  proceeding  relating to this Security Agreement or
relating  to the Collateral, or to protect the Collateral or exercise any rights
or  remedies  under  this  Security Agreement or with respect to the Collateral,
then  the Obligors agree to promptly pay upon demand any and all such reasonable
documented costs and expenses of the Administrative Agent or the Lenders, all of
which  costs  and  expenses  shall  constitute  Secured  Obligations  hereunder.

     12.     Continuing  Agreement.
             ---------------------

          (a)     This  Security  Agreement  shall  be a continuing agreement in
every  respect  and  shall remain in full force and effect so long as any of the
Secured  Obligations  remain  outstanding or any Credit Document is in effect or
any  Loan under the Revolving Credit Agreement and the Term Loan Agreement shall
remain  outstanding, and until all of the Commitments under the Revolving Credit
Agreement and the Term Loan Agreement shall have been terminated (other than any
obligations  with  respect  to  the  indemnities  and  the  representations  and
warranties  set  forth  in  the  Credit  Documents).  Upon  such  payment  and
termination,  this  Security Agreement shall be automatically terminated and the
Administrative  Agent and the Lenders shall, upon the request and at the expense
of  the  Obligors,  forthwith  release  all  of its liens and security interests
hereunder  and  shall  execute and deliver all UCC termination statements and/or
other  documents  reasonably  requested  by  the  Obligors  evidencing  such
termination.  Notwithstanding  the  foregoing  all  releases  and  indemnities
provided  hereunder  shall  survive  termination  of  this  Security  Agreement.

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

     13.     Amendments;  Waivers;  Modifications.  This  Security Agreement and
             ------------------------------------
the  provisions hereof may not be amended, waived, modified, changed, discharged
or  terminated  except  as  set  forth  in each of Section 10.5 of the Revolving
Credit  Agreement  and  Section  10.5  of  the  Term  Loan  Agreement.

     14.     Successors  in  Interest.  This  Security  Agreement shall create a
             ------------------------
continuing  security  interest  in the Collateral and shall be binding upon each
Obligor,  its  successors  and assigns and shall inure, together with the rights
and  remedies  of  the  Administrative  Agent  and the Lenders hereunder, to the
benefit  of  the  Administrative  Agent and the Lenders and their successors and
permitted  assigns;  provided, however, that none of the Obligors may assign its
                     --------  -------
rights  or  delegate  its  duties hereunder without the prior written consent of
each  Lender  or  the  Required  Lenders,  as  required  by the Revolving Credit
Agreement  and the Term Loan Agreement.  To the fullest extent permitted by law,
each  Obligor  hereby releases the Administrative Agent and each Lender, and its
successors  and  assigns, from any liability for any act or omission relating to
this Security Agreement or the Collateral, except for any liability arising from
the  gross negligence or willful misconduct of the Administrative Agent, or such
Lender,  or  its  officers,  employees  or  agents.

     15.     Notices.  All  notices required or permitted to be given under this
             -------
Security  Agreement  shall  be in conformance with Section 10.1 of the Revolving
Credit  Agreement.

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

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

     18.     Governing  Law;  Submission  to  Jurisdiction;  Venue.
             -----------------------------------------------------

          (a)     THIS  SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  AND  INTERPRETED IN
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.  Any legal action or
proceeding  with respect to this Security Agreement may be brought in the courts
of  the  State  of New York, or of the United States for the Eastern District of
New  York,  and,  by  execution  and  delivery  of this Security Agreement, each
Obligor  hereby  irrevocably  accepts for itself and in respect of its property,
generally  and  unconditionally,  the
<PAGE>
jurisdiction  of  such courts.  Each Obligor further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding  by  the  mailing  of copies thereof by registered or certified mail,
postage  prepaid,  to  it at the address for notices pursuant to Section 10.1 of
the  Revolving  Credit  Agreement such service to become effective 30 days after
such mailing.  Nothing herein shall affect the right of the Administrative Agent
to  serve  process  in  any  other  manner permitted by law or to commence legal
proceedings  or  to  otherwise  proceed  against  any  Obligor  in  any  other
jurisdiction.

          (b)     Each  Obligor hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or  proceedings  arising  out  of  or in connection with this Security Agreement
brought  in  the  courts referred to in subsection (a) hereof and hereby further
irrevocably  waives  and agrees not to plead or claim in any such court that any
such  action  or  proceeding  brought  in  any such court has been brought in an
inconvenient  forum.

     19.     Waiver  of  Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
             ----------------------
EACH  OF  THE  PARTIES  TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT  TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR  RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

     21.     Entirety.  This  Security  Agreement and the other Credit Documents
             --------
represent  the entire agreement of the parties hereto and thereto, and supersede
all  prior agreements and understandings, oral or written, if any, including any
commitment  letters  or  correspondence  relating to the Credit Documents or the
transactions  contemplated  herein  and  therein.

     22.     Survival.  All  representations  and  warranties  of  the  Obligors
             --------
hereunder  shall  survive the execution and delivery of this Security Agreement,
the  Revolving  Credit  Agreement,  the  Term  Loan  Agreement and other related
documents,  the  delivery of the Notes and the making of the Loans under each of
the  Revolving  Credit  Agreement  and  the  Term  Loan  Agreement.

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

<PAGE>
modifying  or affecting any of them or any of the Administrative Agent's and the
Lenders'  rights  or  the  Secured  Obligations under this Security Agreement or
under  any  other  of  the  Credit  Documents.

     24.     Joint  and  Several  Obligations  of  Obligors.
             ----------------------------------------------

          (a)     Each  of the Obligors is accepting joint and several liability
hereunder  in consideration of the financial accommodation to be provided by the
Lenders  under  each  of  the  Revolving  Credit  Agreement  and  the  Term Loan
Agreement,  for  the  mutual  benefit,  directly  and indirectly, of each of the
Obligors  and  in  consideration  of the undertakings of each of the Obligors to
accept  joint  and  several  liability  for  the  obligations  of  each of them.

          (b)     Each  of the Obligors jointly and severally hereby irrevocably
and  unconditionally  accepts,  not  merely as a surety but also as a co-debtor,
joint  and several liability with the other Obligors with respect to the payment
and  performance  of  all of the Secured Obligations arising under this Security
Agreement  and the other Credit Documents, it being the intention of the parties
hereto  that  all  the Obligations shall be the joint and several obligations of
each  of  the  Obligors  without  preferences  or  distinction  among  them.

          (c)     Notwithstanding any provision to the contrary contained herein
or  in  any  other  of  the Credit Documents, the obligations of each Subsidiary
Guarantor  under  the  Credit  Documents shall be limited to an aggregate amount
equal  to  the  largest amount that would not render such obligations subject to
avoidance  under Section 548 of the Bankruptcy Code or any comparable provisions
of  any  applicable  state  law.

     25.     Rights of Required Lenders.  All rights of the Administrative Agent
             --------------------------
hereunder, if not exercised by the Administrative Agent, may be exercised by the
Required  Lenders under each of the Revolving Credit Agreement and the Term Loan
Agreement.

                  [remainder of page intentionally left blank]

<PAGE>
CHAR1\529364_  6
     Each  of  the  parties  hereto  has  caused  a counterpart of this Security
Agreement  to be duly executed and delivered as of the date first above written.


BORROWER:                POLICY  MANAGEMENT  SYSTEMS  CORPORATION,
--------
                         a  South  Carolina  corporation

                         By:          /S
                                      --
                         Name:          Stephen  G.  Morrison
                                        ---------------------
                         Title:     Executive Vice President and General Counsel
                                    --------------------------------------------

SUBSIDIARY
----------
GUARANTORS:               MYND  CORPORATION
----------
                         f/k/a  The  Leverage  Group,  Inc.,
                         a  Connecticut  corporation

                         MYND  INTERNATIONAL,  LTD.,
                         a  Delaware  corporation

                         MYND  CORPORATION
                         f/k/a  DORN  Technology  Group,  Inc.,
                         a  Michigan  corporation

                         MYND  CORPORATION
                         f/k/a  CYBERTEK  Corporation,
                         a  Texas  corporation

                         MYND  PARTNERS,  L.P.,
                         f/k/a  Cybertek  Solutions,  L.P.,
                         a  Texas  limited  partnership

                         By:     /S/
                                 ---
                         Name:     Stephen  G.  Morrison
                                   ---------------------
                         Title:     Secretary
                                    ---------
                                    of  each  of  the  foregoing
                                    Subsidiary  Guarantors

<PAGE>
                         POLICY  MANAGEMENT  SYSTEMS
                         INVESTMENTS,  INC.,
                         A  Delaware  corporation

                         By:     /S/
                                 ---
                         Name:     Elizabeth  Powers
                                   -----------------
                         Title:     President
                                    ---------

<PAGE>

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

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


By:       /S/
          ---
Name:     Michael  J.  McKenney
          ---------------------
Title:_________________________