**SECURITY
      AGREEMENT**




**SECURITY
      AGREEMENT** ,
      dated
      as of August 13, 2008 (this “ **Agreement** ”)
      made
      by US DATAWORKS, INC., a Nevada corporation (the “ **Company** ”
or
      the
“ **Grantor** ”),
      in
      favor of CHARLES E. RAMEY, in his capacity as collateral agent (in such
      capacity, the “ **Collateral
      Agent** ”)
      (as
      defined below) for the “Buyers” party to the Note Purchase Agreement, dated as
      of August 13, 2008 (as amended, restated or otherwise modified from time to
      time, the “ **Note
      Purchase Agreement** ”).




WITNESSETH :




WHEREAS,
      the Company and each party listed as a “Buyer” on the signature page to the Note
      Purchase Agreement (collectively, the “ **Buyers** ”)
      are
      parties to the Note Purchase Agreement, pursuant to which the Company has agreed
      to sell, and the Buyers agreed to purchase, the “Notes” (as defined in the Note
      Purchase Agreement) to be issued pursuant thereto (as such Notes may be amended,
      restated, replaced or otherwise modified from time to time in accordance with
      the terms thereof, collectively, the “ **Notes** ”);




WHEREAS,
      it is a condition precedent to the Buyers purchasing the Notes pursuant to
      the
      Note Purchase Agreement that the Grantor executes and deliver to the Collateral
      Agent this Agreement providing for the grant to the Collateral Agent for the
      benefit of the Buyers of a first priority perfected security interest in the
      personal property of the Grantor to secure all of the Company’s obligations
      under the Note Purchase Agreement, the Notes, the “Transaction Documents” (as
      defined in the Note Purchase Agreement) (the “ **Transaction
      Documents** ”);
      and




WHEREAS,
      the Grantor has determined that the execution, delivery and performance of
      this
      Agreement directly benefits, and is in the best interest of, the
      Grantor.




NOW,
      THEREFORE, in consideration of the premises and the agreements herein and in
      order to induce the Buyers to perform under the Note Purchase Agreement, the
      Grantor agrees with the Collateral Agent, for the benefit of the Buyers, as
      follows:




SECTION
      1.  Definitions .




(a)  Reference
      is hereby made to the Note Purchase Agreement and the Notes for a statement
      of
      the terms thereof. All terms used in this Agreement and the recitals hereto
      which are defined in the Note Purchase Agreement, the Notes or in Articles
      8 or
      9 of the Uniform Commercial Code as in effect from time to time in the State
      of
      New York (the “ **Code** ”),
      and
      which are not otherwise defined herein shall have the same meanings herein
      as
      set forth therein; provided that
      terms used herein which are defined in the Code as in effect in the State of
      New
      York on the date hereof shall continue to have the same meaning notwithstanding
      any replacement or amendment of such statute except as the Holders may otherwise
      determine.




(b)  The
      following terms shall have the respective meanings provided for in the Code:
      “Accounts”, “Cash Proceeds”, “Chattel Paper”, “Commercial Tort Claim”,
“Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”,
“Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”,
“Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Noncash
      Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Security”,
“Record”, “Security Account”, “Software”, and “Supporting Obligations”.





(c)  As
      used
      in this Agreement, the following terms shall have the respective meanings
      indicated below, such meanings to be applicable equally to both the singular
      and
      plural forms of such terms:




“ **Capital
      Stock** ”
means
      (i) with respect to any Person that is a corporation, any and ,all shares,
      interests, participations or other equivalents (however designated and whether
      or not voting) of corporate stock, and (ii) with respect to any Person that
      is
      not a corporation, any and all partnership, membership or other equity interests
      of such Person.




“ **Copyright
      Licenses** ”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      the
      Grantor as licensee or licensor and providing for the grant of any right to
      use
      or sell any works covered by any copyright (including, without limitation,
      all
      Copyright Licenses set forth in Schedule
      II hereto).




“ **Copyrights** ”
means
      all domestic and foreign copyrights, whether registered or not, including,
      without limitation, all copyright rights throughout the universe (whether now
      or
      hereafter arising) in any and all media (whether now or hereafter developed),
      in
      and to all original works of authorship fixed in any tangible medium of
      expression, acquired or used by the Grantor (including, without limitation,
      all
      copyrights described in Schedule
      II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Copyright Office or in any similar office or agency of the United States or
      any
      other country or any political subdivision thereof), and all reissues,
      divisions, continuations, continuations in par and extensions or renewals
      thereof.




“ **Event
      of Default** ”
shall
      have the meaning set forth in the Notes.




“ **Governmental
      Authority** ”
means
      any nation or government, any Federal, state, city, town, municipality, county,
      local or other political subdivision thereof or thereto and any department,
      commission, board, bureau, instrumentality, agency or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administrative powers
      or
      functions of or pertaining to government.




“ **Insolvency
      Proceeding** ”
means
      any proceeding commenced by or against any Person under any provision of the
      Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under
      any
      other bankruptcy or insolvency law, assignments for the benefit of creditors,
      formal or informal moratoria, compositions, or extensions generally with
      creditors, or , proceedings seeking reorganization, arrangement, or other
      similar relief.




“ **Intellectual
      Property** ”
means
      the Copyrights, Trademarks and Patents.




“ **Licenses** ”
means
      the Copyright Licenses, the Trademark Licenses and the Patent
      Licenses.




“ **Lien** ”
means
      any mortgage, lien, pledge, charge, security interest or other encumbrance
      upon
      or in any Collateral (including accounts and contract rights).




“ **Patent
      Licenses** ”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      the
      Grantor as licensee or licensor and providing for the grant of any right to
      manufacture, use or sell any invention covered by any Patent (including, without
      limitation, all Patent Licenses set forth in Schedule
      II hereto).


2


“ **Patents** ”
means
      all domestic and foreign letters patent, design patents, utility patents,
      industrial designs, inventions, trade secrets, ideas, concepts, methods,
      techniques, processes, proprietary information, technology, know-how, formulae,
      rights of publicity and other general intangibles of like nature, now existing
      or hereafter acquired (including, without limitation, all domestic and foreign
      letters patent, design patents, utility patents, industrial designs, inventions,
      trade secrets, ideas, concepts, methods, techniques, processes, proprietary
      information, technology, know-how and formulae described in Schedule
      II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Patent and Trademark Office, or in any similar office or agency of the United
      States or any other country or any political subdivision thereof), and all
      reissues, divisions, continuations, continuations in par and extensions or
      renewals thereof.




“ **Person** ”
means
      an individual, corporation, limited liability company, partnership, association,
      joint-stock company, trust, unincorporated organization, joint venture or other
      enterprise or entity or Governmental Authority.




“ **PWSP** ”
means
      Pillsbury Winthrop Shaw Pittman LLP.




“ **Trademark
      Licenses** ”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      the
      Grantor as licensor or licensee and providing for the grant of any right
      concerning any Trademark, together with any goodwill connected with and
      symbolized by any such trademark licenses, contracts or agreements and the
      right
      to prepare for sale or lease and sell or lease any and all Inventory now or
      hereafter owned by the Grantor and now or hereafter covered by such licenses
      (including, without limitation, all Trademark Licenses described in Schedule
      II hereto).




“ **Trademarks** ”
means
      all domestic and foreign trademarks, service marks, collective marks,
      certification marks, trade names, business names, d/b/a’s, Internet domain
      names, trade styles, designs, logos and other source or business identifiers
      and
      all general intangibles of like nature, now or hereafter owned, adopted,
      acquired or used by the Grantor (including, without limitation, all domestic
      and
      foreign trademarks, service marks, collective marks, certification marks, trade
      names, business names, d/b/a’s, Internet domain names, trade styles, designs,
      logos and other source or business identifiers described in Schedule
      II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, ‘registrations and recordings 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), and all reissues, extensions or renewals thereof, together with all
      goodwill of the business symbolized by such marks and all customer lists,
      formulae and other Records of the Grantor relating to the distribution of
      products and services in connection with which any of such marks are
      used.




SECTION
      2.  Grant
      of Security Interest .
      As
      collateral security for all of the “Obligations” (as defined in Section
      3 hereof),
      the Grantor hereby pledges and assigns to the Collateral Agent for the benefit
      of the Buyers and PWSP, and grants to the Collateral Agent for the benefit
      of
      the Buyers and PWSP a continuing security interest in, all personal property
      of
      the Grantor, wherever located and whether now or hereafter existing and whether
      now owned or hereafter acquired, of every kind and description, tangible or
      intangible (collectively, the “ **Collateral** ”),
      including, without limitation, the following:




(a)  all
      Accounts;


3


(b)  all
      Chattel Paper (whether tangible or electronic);




(c)  the
      Commercial Tort Claims specified on Schedule
      VI hereto;




(d)  all
      Deposit Accounts, (including, without limitation, all cash, and all other
      property from time to time deposited therein and the monies and property in
      the
      possession or under the control of the Collateral Agent or Buyer or any
      affiliate, representative, agent or correspondent of the Collateral Agent or
      Buyer);




(e)  all
      Documents;




(f)  all
      Equipment;




(g)  all
      Fixtures;




(h)  all
      General Intangibles (including, without limitation, all Payment Intangibles
      );




(i)  all
      Goods




(j)  all
      Instruments (including, without limitation, Promissory Notes and each
      certificated Security);




(k)  all
      Inventory;




(l)  all
      Investment Property;




(m)  all
      Copyrights, Patents and Trademarks, and all Licenses;




(n)  all
      Letter-of-Credit Rights;




(o)  all
      Supporting Obligations;




(p)  all
      other
      tangible and intangible personal property of the Grantor (whether or not subject
      to the Code), including, without limitation, all bank and other accounts and
      all
      cash and all investments therein, all proceeds, products, offspring, accessions,
      rents, profits, income, benefits, substitutions and replacements of and to
      any
      of the property of any Grantor described in the preceding clauses of this
      Section 2 (including, without limitation, any proceeds of insurance thereon
      and
      all causes of action, claims and warranties now or hereafter held by each
      Grantor in respect of any of the items listed above), and all books,
      correspondence, files and other Records, including, without limitation, all
      tapes, desks, cards, Software, data and computer programs in the possession
      or
      under the control of any Grantor or any other Person from time to time acting
      for any Grantor, in each case, to the extent of the Grantor’s rights therein,
      that at any time evidence or contain information relating to any of the property
      described in the preceding clauses of this Section 2 or are otherwise necessary
      or helpful in the collection or realization thereof; and




(q)  all
      Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of
      any
      and all of the foregoing Collateral;




in
      each
      case howsoever the Grantor’s interest therein may arise or appear (whether by
      ownership, security interest, claim or otherwise).


4


Notwithstanding
      anything herein to the contrary, the term “ **Collateral** ”
shall
      not include, in the case of a Subsidiary organized under the laws of a
      jurisdiction other than the United States, any of the states thereof or the
      District of Columbia (a “ **Foreign
      Subsidiary** ”),
      more
      than 65% (or such greater percentage that, due to a change in applicable law
      after the date hereof, (i) would not reasonably be expected to cause the
      undistributed earnings of such Foreign Subsidiary as determined for United
      States federal income tax purposes to be treated as a deemed dividend to such
      Foreign Subsidiary’s United States parent and (ii) would not reasonably be
      expected to cause any material adverse tax consequences) of the issued and
      outstanding shares of Capital Stock entitled to vote (within the meaning of
      Treas. Reg. Section 1.956-2(c)(2)) (it being understood and agreed that the
      Collateral shall include 100% of the issued and outstanding shares of Capital
      Stock not entitled to vote (within the meaning of Treas. Reg. Section
      1.956-2(c)(2)) or other equity interest of such Foreign
      Subsidiary).




The
      Grantor agrees that the pledge of the shares of Capital Stock acquired by the
      Grantor of any and all Persons now or hereafter existing who is a Foreign
      Subsidiary may be supplemented by one or more separate pledge agreements, deeds
      of pledge, share charges, or other similar agreements or instruments, executed
      and delivered by the Grantor in favor of the Collateral Agent, which pledge
      agreements will provide for the pledge of such shares of Capital Stock in
      accordance with the laws of the applicable foreign jurisdiction. With respect
      to
      such shares of Capital Stock, the Collateral Agent may, at any time and from
      time to time, at the written direction of the Required Holders, in their sole
      discretion, take actions in such foreign jurisdictions that will result in
      the
      perfection of the Lien created in such shares of Capital Stock.




SECTION
      3.  Security
      for Obligations .
      The
      security interest created hereby in the Collateral constitutes continuing
      collateral security for all of the following obligations, whether now existing
      or hereafter incurred (collectively, the “ **Obligations** ”):




(a)  for
      so
      long as the Notes are outstanding, the payment by the Company, as and when
      due
      and payable (by scheduled maturity, required prepayment, acceleration, demand
      or
      otherwise), of all amounts from time to time owing by it in respect of the
      Note
      Purchase Agreement, the Notes and the other Transaction Documents, including,
      without limitation, in both cases, (i) all principal of and interest on the
      Notes (including, without limitation, all interest that accrues after the
      commencement of any Insolvency Proceeding of the Grantor, whether or not the
      payment of such interest is unenforceable or is not allowable due to the
      existence of such Insolvency Proceeding), and (ii) all fees, commissions,
      expense reimbursements, indemnifications and all other amounts due or to become
      due under any of the Transaction Documents;




(b)  for
      so
      long as the Notes are outstanding, the due performance and observance by the
      Grantor of all of its other obligations from time to time existing in respect
      of
      any of the Transaction Documents, including without limitation, with respect
      to
      any conversion or redemption rights of the Buyers under the Notes;
      and




(c)  for
      so
      long as the Notes are outstanding, the payment by the Company of all amounts
      from time to time owing by it to PWSP, including, without limitation, all fees
      and other amounts due or to become due to PWSP in connection with professional
      services rendered.




SECTION
      4.  Representations
      and Warranties .
      The
      Grantor represents and warrants as of the date of this Agreement as
      follows:


5


(a)  Schedule
      I hereto
      sets forth (i) the exact legal name of the Grantor, and (ii) the state of
      incorporation, organization or formation and the organizational identification
      number of the Grantor in such state, or states that no such organizational
      identification number exists.




(b)  All
      Federal, state and local tax returns and other reports required by applicable
      law to be filed by the Grantor have been filed, or extensions have been
      obtained, and all taxes, assessments and other governmental charges imposed
      upon
      the Grantor or any property of the Grantor (including, without limitation,
      all
      federal income and social security taxes on employees’ wages) and which have
      become due and payable on or prior to the date hereof have been paid, except
      to
      the extent contested in good faith by proper proceedings which stay the
      imposition of any penalty, fine or Lien resulting from the non-payment thereof
      and with respect to which adequate reserves have been set aside for the payment
      thereof in accordance with generally accepted accounting principles consistently
      applied (“GAAP”).




(c)  All
      Equipment, Fixtures, Goods and Inventory of the Grantor now existing are, and
      all Equipment, Fixtures, Goods and Inventory of the Grantor hereafter existing
      will be, located and/or based at the addresses specified therefor in Schedule
      III hereto,
      except that the Grantor will give the Collateral Agent written notice of any
      change in the location of any such Collateral within 20 days of such change,
      other than to locations set forth on Schedule
      III hereto
      (or a new Schedule
      III delivered by the Grantor to the Collateral Agent from time to time) and with
      respect to which the Holders have filed financing statements and otherwise
      fully
      perfected its Liens thereon or will take such actions pursuant to Section 5(n).
      The Grantor’s chief place of business and chief executive office, the place
      where the Grantor keeps its Records concerning Accounts and all originals of
      all
      Chattel Paper are located at the addresses specified therefor in Schedule
      III hereto.
      None of the Accounts is evidenced by Promissory Notes or other Instruments.
      Set
      forth in Schedule
      IV hereto
      is a complete and accurate list, as of the date of this Agreement, of (i) each
      Promissory Note, Security and other Instrument owned by the Grantor and (ii)
      each Deposit Account, Securities Account and Commodities Account of the Grantor,
      ,together with the name and address of each institution at which each such
      account is maintained, the account number for each such account and a
      description of the purpose of each such account. Set forth in Schedule
      II hereto
      is a complete and correct list of each trade name used by the Grantor, and
      the
      name of, and each trade name used by, each person from which the Grantor has
      acquired any substantial par of the Collateral.




(d)  The
      Grantor has delivered to the Collateral Agent complete and correct copies of
      each License described in Schedule
      II hereto,
      including all schedules and exhibits thereto, which represents all of the
      Licenses existing on the date of this Agreement. Each such License sets forth
      the entire agreement and understanding of the parties thereto relating to the
      subject matter thereof, and there are no other agreements, arrangements or
      understandings, written or oral, relating to the matters covered thereby or
      the
      rights of the Grantor or any of its affiliates in respect thereof. Each material
      License now existing is, and any material License entered into in the future
      will be, the legal, valid and binding obligation of the parties thereto,
      enforceable against such parties in accordance with its terms. No default under
      any material License by any such party has occurred, nor does any defense,
      offset, deduction or counterclaim exist thereunder in favor of any such
      party.


6


(e)  The
      Grantor owns and controls, or otherwise possesses adequate rights to use, all
      Trademarks, Patents and Copyrights, which are the only trademarks, patents,
      copyrights, inventions, trade secrets, proprietary information and technology,
      know-how, formulae, rights of publicity necessary to conduct its business in
      substantially the same manner as conducted as of the date hereof. Schedule
      II hereto
      sets forth a true and complete list of all registered copyrights, issued
      Patents, Trademarks, and Licenses annually owned or used by the Grantor as
      of
      the date hereof. To the best knowledge of the Grantor, all such Intellectual
      Property of the Grantor is subsisting and in full force and effect, has not
      been
      adjudged invalid or unenforceable, is valid and enforceable and has not been
      abandoned in whole or in par. Except as set forth in Schedule
      II ,
      no such
      Intellectual Property is the subject of any licensing or franchising agreement.
      The Grantor has no knowledge of any conflict with the rights of others to any
      such Intellectual Property and, to the best knowledge of the Grantor, the
      Grantor is not now infringing or in conflict with any such rights of others
      in
      any material respect, and to the best knowledge of the Grantor, no other Person
      is now infringing or in conflict in any material respect with any such
      properties, assets and rights owned or used by the Grantor. The Grantor has
      not
      received any notice that it is violating or has violated the trademarks,
      patents, copyrights, inventions, trade secrets, proprietary information and
      technology, know-how, formulae, rights of publicity or other intellectual
      property rights of any third party.




(f)  The
      Grantor is and will be at all times the sole and exclusive owner of, or
      otherwise has and will have adequate rights in, the Collateral free and clear
      of
      any Liens, except for Permitted Liens. No effective financing statement or
      other
      instrument similar in effect covering all or any par of the Collateral is on
      file in any recording or filing office except such as (i) may have been filed
      in
      favor of the Collateral Agent and/or the Buyers relating to this Agreement
      or
      the other Security Documents and (ii) are described on Schedule
      4(f) hereto.




(g)  The
      exercise by the Collateral Agent of any of its rights and remedies hereunder
      will not contravene any law or any contractual restriction binding on or
      otherwise affecting the Grantor or any of its properties and will not result
      in
      or require the creation of any Lien, upon or with respect to any of its
      properties.




(h)  No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or other regulatory body or any other Person, is
      required for (i) the grant by the Grantor, or the perfection, of the security
      interest purported to be created hereby in the Collateral, or (ii) the exercise
      by the Collateral Agent of any of its rights and remedies hereunder, except
      (except (A) for the filing under the Uniform Commercial Code as in effect in
      the
      applicable jurisdiction of the financing statements described in Schedule
      V hereto
      (or a new Schedule
      V delivered by the Grantor to the Collateral Agent from time to time), all of
      which financing statements have been duly filed and are in full force and effect
      or will be duly filed and in full force and effect, (B) with respect to Deposit
      Accounts, and all cash and other property from time to time deposited therein,
      for the execution of a control agreement with the depository institution with
      which such account is maintained, as provided in Section 5(i), (C) with respect
      to Commodity Contracts, for the execution of a control agreement with the
      commodity intermediary with which such commodity contract is carried, as
      provided in Section 5(i), (D) with respect to the Perfection of the security
      interest created hereby in the United States Intellectual Property and Licenses,
      for the recording of the appropriate Assignment for Security, substantially
      in
      the form of Exhibit A hereto in the United States Patent and Trademark Office
      or
      the United States Copyright Office, as applicable, (E) with respect to the
      Perfection of the security interest created hereby in foreign Intellectual
      Property and Licenses, for registrations and filings in jurisdictions located
      outside of the United States and covering rights in such jurisdictions relating
      to such foreign Intellectual Property and Licenses, (F) with respect to the
      Perfection of the security interest created hereby in Titled Collateral, for
      the
      submission of an appropriate application requesting that the Lien of the
      Collateral Agent be noted on the Certificate of Title or certificate of
      ownership, completed and authenticated by the Grantor, together with the
      Certificate of Title or certificate of ownership, with respect to such Titled
      Collateral, to the appropriate governmental authority, (G) with respect to
      the
      Perfection of the security interest created hereby in any Letter-of-Credit
      Rights, for the consent of the issuer of the applicable letter of credit to
      the
      assignment of proceeds as provided in the Uniform Commercial Code as in effect
      in the applicable jurisdiction, (H) with respect to any action that may be
      necessary to obtain control of Collateral constituting Deposit Accounts,
      Commodity Contracts, Electronic Chattel Paper, Investment Property or
      Letter-of-Credit Rights, the taking of such actions, and (1) the Collateral
      Agent having possession of all Documents, Chattel Paper, Instruments and cash
      constituting Collateral (subclauses (A), (B), (C), (D), (E), (F), G), (H) and
      (I), each a “ Perfection
      Requirement ”
and
      collectively, the “ Perfection
      Requirements ”).


7


(i)  This
      Agreement creates in favor of the Collateral Agent a legal, valid and
      enforceable security interest in the Collateral, as security for the
      Obligations. The Perfection Requirements result in the Perfection of such
      security interests. Such security interests are, or in the case of Collateral
      in
      which the Grantor obtains rights after the date hereof, will be, perfected,
      first priority security interests, subject only to Permitted Liens and the
      Perfection Requirements and the financing statements described in Schedule
      4(f) .
      Such
      recordings and filings and all other action necessary to perfected and protect
      such security interest have been duly taken or will be taken pursuant to Section
      5(n), and, in the case of Collateral in which the Grantor obtains rights after
      the date hereof, will be duly taken, except for the Collateral Agent’s having
      possession of all Documents, Chattel Paper, Instruments and cash constituting
      Collateral after the date hereof and the other actions, filings and recordations
      described above, including the Perfection Requirements.




(j)  As
      of the
      date hereof, the Grantor does not hold any Commercial Tort Claims or has
      knowledge of any pending Commercial Tort Claims, except for such Commercial
      Tort
      Claims described in Schedule
      VI .




SECTION
      5.  Covenants
      as to the Collateral .
      So long
      as any of the Obligations shall remain outstanding, unless the Required Holders
      shall otherwise consent in writing:




(a)  Further
      Assurances .
      The
      Grantor will at its expense, at any time and from time to
      time,
      promptly execute and deliver all further instruments and documents and take
      all
      further action that the Required Holders may reasonably request in order to:
      (i)
      perfect and protect the security interest purported to be created hereby; (ii)
      enable the Collateral Agent to exercise and enforce its rights and remedies
      hereunder in respect of the Collateral; or (ii) otherwise effect the purposes
      of
      this Agreement, including, without limitation: (A) marking conspicuously all
      Chattel Paper and each License and, at the request of the Required Holders,
      each’ of its Records pertaining to the Collateral with a legend, in form and
      substance satisfactory to the Required Holders, indicating that such Chattel
      Paper, License or Collateral is subject to the security interest created hereby,
      (B) delivering and pledging to the Collateral Agent pursuant to the Pledge
      each
      Promissory Note, Security, Chattel Paper or other Instrument, now or hereafter
      owned by the Grantor, duly endorsed and accompanied by executed instruments
      of
      transfer or assignment, all in form and substance satisfactory to the Required
      Holders, (C) executing and filing (to the extent, if any, that the Grantor’s
      signature is required thereon) or authenticating the filing of, such financing
      or continuation statements, or amendments thereto, as may be required by
      applicable law or necessary or that the Required Holders may reasonably request
      in order to perfect and preserve the security interest purported to be created
      hereby, (D) furnishing to the Collateral Agent from time to time statements
      and
      schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral in each case as the Required Holders
      may reasonably request, all in reasonable detail, (E) if any Collateral shall
      be
      in the possession of a third party, notifying such Person of the Collateral
      Agent’s security interest created hereby and obtaining a written acknowledgment
      from such Person that such Person holds possession of the Collateral for the
      benefit of the Collateral Agent, which such written acknowledgement shall be
      in
      form and substance reasonably satisfactory to the Required Holders, (F) if
      at
      any time after the date hereof, the Grantor acquires or holds any Commercial
      Tort Claim, promptly notifying the Collateral Agent in a writing signed by
      the
      Grantor setting forth a brief description of such Commercial Tort Claim and
      granting to the Collateral Agent a security interest therein and in the proceeds
      thereof, which writing shall incorporate the provisions hereof and shall be
      in
      form and substance satisfactory to the Required Holders, (G) upon the
      acquisition after the date hereof by the Grantor of any motor vehicle or other
      Equipment subject to a certificate of title or ownership (other than a Motor
      Vehicle or Equipment that is subject to a purchase money security interest),
      causing the Collateral Agent to be listed as the lienholder on such certificate
      of title or ownership and delivering evidence of the same to the Collateral
      Agent in accordance with Section 50) hereof; and (H) taking all actions required
      by any earlier versions of the Uniform Commercial Code or by other law, as
      applicable, in any relevant Uniform Commercial Code jurisdiction, or by other
      law as applicable in any foreign jurisdiction.


8


(b)  Location
      of Equipment and Inventory .
      The
      Grantor will keep the Equipment and Inventory (i) at the locations specified
      therefor on Schedule
      II hereto,
      or (ii) at such other locations set forth on Schedule
      II (or a
      new Schedule
      III delivered by the Grantor to Collateral Agent from time to time) and with respect
      to which the Holders have filed financing statements and otherwise fully
      perfected its Liens thereon, or (iii) at such other locations in the United
      States, provided that
      within 20 days following the relocation of Equipment or Inventory to such other
      location or the acquisition of Equipment or Inventory, the Grantor shall deliver
      to the Collateral Agent a new Schedule
      II indicating such new locations.




(c)  Condition
      of Equipment .
      The
      Grantor will maintain or cause the Equipment (necessary or useful to its
      business) to be maintained and preserved in good condition, repair and working
      order, ordinary wear and tear excepted, and will forthwith, or in the case
      of
      any loss or damage to any Equipment of the Grantor within a commercially
      reasonable time after the occurrence thereof, make or cause to be made all
      repairs, replacements and other improvements in connection therewith which
      are
      necessary or desirable, consistent with past practice, or which the Required
      Holders may request to such end. The Grantor will promptly furnish to the
      Collateral Agent a statement describing in reasonable detail any such loss
      or
      damage in excess of $250,000 per occurrence to any Equipment.




(d)  Taxes,
      Etc .
      The
      Grantor agrees to pay promptly when due all property and other taxes,
      assessments and governmental charges or levies imposed upon, and all claims
      (including claims for labor, materials and supplies) against, the Equipment
      and
      Inventory, except to the extent the validity thereof is being contested in
      good
      faith by proper proceedings which stay the imposition of any penalty, fine
      or
      Lien resulting from the non-payment thereof and with respect to which adequate
      reserves in accordance with GAAP have been set aside for the payment
      thereof.




(e)  Insurance .




(i)The
      Grantor will, at its own expense, maintain insurance liability and property
      insurance) with respect (including, without limitation, commercial general
      to
      the Equipment and Inventory in such amounts, against such risks, in such form
      and with responsible and reputable insurance companies or associations as is
      required by any governmental authority having jurisdiction with respect thereto
      or as is carried generally in accordance with sound business practice by
      companies in similar businesses similarly situated and in any event, in amount,
      adequacy and scope reasonably satisfactory to the Required Holders. To the
      extent requested by the Required Holders, at any time and from time to time,
      each such policy for liability insurance shall provide for all losses to be
      paid
      on behalf of the Collateral Agent and the Grantor as their respective interests
      may appear, and each policy for property damage insurance shall provide for
      all
      losses to be adjusted with, and paid directly to, the Collateral Agent. To
      the
      extent requested by the Required Holders, at any time and from time to time,
      each such policy shall in addition (A) name the Collateral Agent as an
      additional insured party thereunder (without any representation or warranty
      by
      or obligation upon the Collateral Agent) as their interests may appear, (B)
      contain an agreement by the insurer that any loss thereunder shall be payable
      to
      the Collateral Agent on its own account notwithstanding any action, inaction
      or
      breach of representation or warranty by the Grantor, (C) provide that there
      shall be no recourse against the Collateral Agent for payment of premiums or
      other amounts with respect thereto, and (D) provide that at least 30 days’ prior
      written notice of cancellation, lapse, expiration or other adverse change shall
      be given to the Collateral Agent by the insurer. The Grantor will, if so
      requested by the Required Holders, deliver to the Collateral Agent original
      or
      duplicate policies of such insurance and, as often as the Required Holders
      may
      reasonably request, a report of a reputable insurance broker with respect to
      such insurance. The Grantor will, if so requested by the Required Holders,
      also
      execute and deliver instruments of assignment of such insurance policies and
      cause the respective insurers to acknowledge notice of such
      assignment.


9


(ii)  Reimbursement
      under any liability insurance maintained by the Grantor pursuant to this Section
      5(e) may be paid directly to the Person who shall have incurred liability
      covered by such insurance. Following an Event of Default, in the case of any
      loss involving damage to Equipment or Inventory, any proceeds of insurance
      maintained by the Grantor pursuant to this Section 5(e) shall be paid to the
      Collateral Agent (except as to which paragraph (iii) of this Section 5(e) is
      not
      applicable), the Grantor will make or cause to be made the necessary repairs
      to
      or replacements of such Equipment or Inventory, and any proceeds of insurance
      maintained by the Grantor pursuant to this Section 5(e) shall be paid by the
      Collateral Agent to the Grantor as reimbursement for the costs of such repairs
      or replacements.




(iii)  Following
      and during the continuance of an Event of Default, all insurance payments in
      respect of such Equipment or Inventory shall be paid to the Collateral Agent
      and
      applied as specified in Section 7(b) hereof.




(f)  Provisions
      Concerning the Accounts and the Licenses .




(i)  The
      Grantor will (A) give the Collateral Agent at least 30 days’ prior written
      notice of any change in the Grantor’s name, identity or organizational
      structure, (B) maintain its jurisdiction of incorporation, organization or
      formation as set forth in *Schedule
      I* hereto,
      (C) immediately notify the Collateral Agent upon obtaining an organizational
      identification number, if on the date hereof the Grantor did not have such
      identification number, and (D) keep adequate records concerning the Accounts,
      in
      accordance with Section 4 (i) of the Note Purchase Agreement and Chattel
      Paper.


10


(ii)  Each
      Grantor will, except as otherwise provided in this subsection (f), continue
      to
      collect, at its own expense, all amounts due or to become due under the
      Accounts. In connection with such collections, the Grantor may (and, at the
      Required Holders’ direction, will take such action as the Grantor or the
      Required Holders may deem necessary or advisable to enforce collection or
      performance of the Accounts; provided , however ,
      that
      the Collateral Agent shall have the right at any time, upon the occurrence
      and
      during the continuance of an Event of Default, to notify the account debtors
      or
      obligors under any Accounts of the assignment of such Accounts to the Collateral
      Agent and to direct such account debtors or obligors to make payment of all
      amounts due or to become due to the Grantor thereunder directly to the
      Collateral Agent or its designated agent and, upon such notification and at
      the
      expense of the Grantor and to the extent permitted by law, to enforce collection
      of any such Accounts and to adjust, settle or compromise the amount or payment
      thereof, in the same manner and to the same extent as the Grantor might have
      done. After receipt by the Grantor of a notice from the Collateral Agent that
      the Collateral Agent has notified, intends to notify, or has enforced or intends
      to enforce the Grantor’s rights against the account debtors or obligors under
      any Accounts as referred to in the proviso to the immediately preceding
      sentence, (A) all amounts and proceeds (including Instruments) received by
      the
      Grantor in respect of the Accounts shall be received in trust for the benefit
      of
      the Collateral Agent hereunder, shall be segregated from other funds of the
      Grantor and shall be forthwith paid over to the Collateral Agent in the same
      form as so received (with any necessary endorsement) to be held as cash
      collateral and applied as specified in Section 7(b) hereof, and (B) the Grantor
      will not adjust, settle or compromise the amount or payment of any Account
      or
      release wholly or partly any account debtor or obligor thereof or allow any
      credit or discount thereon. In addition, upon the occurrence and during the
      continuance of an Event of Default, the Collateral Agent shall (at the written
      direction of the Required Holders) direct any or all of the banks and financial
      institutions with which the Grantor either maintains a Deposit Account or a
      lockbox or deposits the proceeds of any Accounts to send immediately to the
      Collateral Agent by wire transfer (to such account as the Collateral Agent
      shall
      specify, or in such other manner as the Collateral Agent shall direct) all
      or a
      portion of such securities, cash, investments and other items held by such
      institution. Any such securities, cash, investments and other items so received
      by the Collateral Agent shall (at the written direction of the Required Holders)
      be held as additional Collateral for the Obligations or distributed in
      accordance with Section 7(b) hereof.


(iii)  Upon
      the
      occurrence and during the continuance of any breach or default under any
      material License referred to in Schedule
      II hereto
      by any party thereto other than the Grantor, the Grantor party thereto will,
      promptly after obtaining knowledge thereof, give the Collateral Agent written
      notice of the nature and duration thereof, specifying what action, if any,
      it
      has taken and proposes to take with respect thereto and thereafter will take
      reasonable steps to protect and preserve its rights and remedies in respect
      of
      such breach or default, or will obtain or acquire an appropriate substitute
      License.




(iv)  The
      Grantor will, at its expense, promptly deliver to the Collateral Agent a copy
      of
      each notice or other communication received by it by which any other party
      to
      any material License referred to in Schedule
      II hereto
      purports to exercise any of its rights or affect any of its obligations
      thereunder, together with a copy of any reply by the Grantor
      thereto.




(v)  The
      Grantor will exercise promptly and diligently each and every right which it
      may
      have under each material License (other than any right of termination) and
      will
      duly perform and observe in all respects all of its obligations under each
      material License and will take all action reasonably necessary to maintain
      such
      Licenses in full force and effect. The Grantor will not, without the prior
      written consent of the Required Holders, cancel, terminate, amend or otherwise
      modify in any respect, or waive any provision of, any material License referred
      to in Schedule
      II hereto.


11


(g)  Transfers
      and Other Liens .




(i)  The
      Grantor will not sell, assign (by operation of law or otherwise), lease,
      license, exchange or otherwise transfer or dispose of any of the Collateral,
      except (A) Inventory in the ordinary course of business, and (B) worn out or
      obsolete assets, not necessary to the business.




(ii)  The
      Grantor will not create, suffer to exist or grant any Lien upon or with respect
      to any Collateral other than a Permitted Lien.




(h)  Intellectual
      Property .




(i)  If
      applicable, the Grantor shall, upon the Required Holders’ written request, duly
      execute and deliver the applicable Assignment for Security in the form attached
      hereto as Exhibit A. The Grantor (either itself or through licensees) will,
      and
      will cause each licensee thereof to, take all action necessary to maintain
      all
      of the Intellectual Property in full force and effect, including, without
      limitation, using the proper statutory notices and markings and using the
      Trademarks on each applicable trademark class of goods in order to so maintain
      the Trademarks in full force and free from any claim of abandonment for non-use,
      and the Grantor will not (nor permit any licensee thereof to) do any act or
      knowingly omit to do any act whereby any Intellectual Property may become
      invalidated; provided , however ,
      that so
      long as no Event of Default has occurred and is continuing, the Grantor shall
      not have an obligation to use or to maintain any Intellectual Property (A)
      that
      relates solely to any product or work, that has been, or is in the process
      of
      being, discontinued, abandoned or terminated, (B) that is being replaced with
      Intellectual Property substantially similar to the Intellectual Property that
      may be abandoned or otherwise become invalid, so long as the failure to use
      or
      maintain such Intellectual Property does not materially adversely affect the
      validity of such replacement Intellectual Property and so long as such
      replacement Intellectual Property is subject to the Lien created by this
      Agreement or (C) that is substantially the same as another Intellectual Property
      that is in full force, so long the failure to use or maintain such Intellectual
      Property does not materially adversely affect the validity of such replacement
      Intellectual Property and so long as such other Intellectual Property is subject
      to the Lien and security interest created by this Agreement. The Grantor will
      cause to be taken all necessary steps in any proceeding before the United States
      Patent and Trademark Office and the United States Copyright Office or any
      similar office or agency in any other country or political subdivision thereof
      to maintain each registration of the Intellectual Property (other than the
      Intellectual Property described in the proviso to the immediately preceding
      sentence), including, without limitation, filing of renewals, affidavits of
      use,
      affidavits of incontestability and opposition, interference and cancellation
      proceedings and payment of maintenance fees, filing fees, taxes or other
      governmental fees. If any Intellectual Property (other than Intellectual
      Property described in the proviso to the first sentence of subsection (i) of
      this clause (h)) is infringed, misappropriated, diluted or otherwise violated
      in
      any material respect by a third party, the Grantor shall (x) upon learning
      of
      such infringement, misappropriation, dilution or other violation, promptly
      notify the Collateral Agent and (y) to the extent the Grantor shall deem
      appropriate under the circumstances, promptly sue for infringement,
      misappropriation, dilution or other violation, seek injunctive relief where
      appropriate and recover any and all damages for such infringement,
      misappropriation, dilution or other violation, or take such other actions as
      the
      Grantor shall deem appropriate under the circumstances to protect such
      Intellectual Property. The Grantor shall furnish to the Collateral Agent from
      time to time statements and schedules further identifying and describing the
      Intellectual Property and Licenses and such other reports in connection with
      the
      Intellectual Property and Licenses as the Required Holders may reasonably
      request, all in reasonable detail and promptly upon request of the Required
      Holders, following receipt by the Collateral Agent of any such statements,
      schedules or reports, the Grantor shall modify this Agreement by amending Schedule
      II hereto,
      as the case may be, to include any Intellectual Property and License, as the
      case may be, which becomes par of the Collateral under this Agreement and shall
      execute and authenticate such documents and do such acts as shall be necessary
      or, in the reasonable judgment of the Required Holders, desirable to subject
      such Intellectual Property and Licenses to the Lien and security interest
      created by this Agreement. Notwithstanding anything herein to the contrary,
      upon
      the occurrence and during the continuance of an Event of Default, the Grantor
      may not abandon or otherwise permit any Intellectual Property to become invalid
      without the prior written consent of the Required Holders, and if any
      Intellectual Property is infringed, misappropriated, diluted or otherwise
      violated in any material respect by a third party, the Grantor will take such
      action as the Required Holders shall deem appropriate under the circumstances
      to
      protect such Intellectual Property.


12


(ii)  In
      no
      event shall the Grantor, either itself or through any agent, employee, licensee
      or designee, fie an application for the registration of any Trademark or
      Copyright or the issuance of any Patent with the United States Patent and
      Trademark Office or the United States Copyright Office, as applicable, or in
      any
      similar office or agency of the United States or any country or any political
      subdivision thereof unless it gives the Collateral Agent prior written notice
      thereof. Upon request of the Required Holders, the Grantor shall execute,
      authenticate and deliver any and all assignments, agreements, instruments,
      documents and papers as the Required Holders may reasonably request to evidence
      the Collateral Agent’s security interest hereunder in such Intellectual Property
      and the General Intangibles of the Grantor relating thereto or represented
      thereby, and the Grantor hereby appoints the Collateral Agent its
      attorney-in-fact to execute and/or authenticate and fie all such writings for
      the foregoing purposes, all acts of such attorney being hereby ratified and
      confirmed, and such power (being coupled with an interest) shall be irrevocable
      until the indefeasible payment in full in cash of all of the Obligations in
      full.




(i)  Deposit,
      Commodities and Securities Accounts .




(i)  As
      soon
      as commercially reasonable, and in no event greater than 5 Business Days after
      the Closing Date, the Company shall and shall cause each of its Subsidiaries
      to
      (a) establish and maintain cash management services of a type and on terms
      satisfactory to Required Holders with the Collateral Agent (in such capacity,
      the “ Cash
      Management Bank ”),
      and
      shall request in writing and otherwise take such reasonable steps to ensure
      that
      all of its and its Subsidiaries’ account debtors forward payment of the amounts
      owed by them directly to the Cash Management Bank, and (b) deposit or cause
      to
      be deposited promptly, and in any event no later than the first Business Day
      after the date of receipt thereof, al of their cash, checks, notes instruments
      and all other items of payment (including those sent directly by their account
      debtors to Company or one of its Subsidiaries) into a bank account (a
“ Cash
      Management Account ”)
      at the
      Cash Management Bank.


13


(ii)  Upon
      the
      Required Holders’ written request, the Grantor shall cause each other bank and
      other financial institution with an account referred to in Schedule
      IV hereto
      to execute and deliver to the Collateral Agent a control agreement, in form
      and
      substance reasonably satisfactory to the Required Holders, duly executed by
      the
      Grantor and such bank or financial institution, or enter into other arrangements
      in form and substance satisfactory to the Required Holders, pursuant to which
      such institution shall irrevocably agree, inter alia, that (i) it will comply
      at
      any time with the instructions originated by the Collateral Agent to such bank
      or ‘financial institution directing the disposition of cash, Commodity
      Contracts, securities, Investment Property and other items from time to time
      credited to such account, without further consent of the Grantor, which
      instructions the Collateral Agent will not give to such bank or other financial
      institution in the absence of a continuing Event of Default, (ii) all Commodity
      Contracts, securities, Investment Property and other items of the Grantor
      deposited with such institution shall be subject to a perfected, first priority
      security interest in favor of the Collateral Agent, (iii) any right of set
      off
      (other than recoupment of standard fees), banker’s Lien or other similar Lien,
      security interest or encumbrance shall be fully waived as against the Collateral
      Agent, and (iv) upon receipt of written notice from the Collateral Agent during
      the continuance of an Event of Default, such bank or financial institution
      shall
      immediately send to the Collateral Agent by wire transfer (to such account
      as
      the Collateral Agent shall specify, or in such other manner as the Collateral
      Agent shall direct) all such cash, the value of any Commodity Contracts,
      securities, Investment Property and other items held by it. Without the prior
      written consent of the Required Holders, the Grantor shall not make or maintain
      any Deposit Account, Commodity Account or Securities Account except for the
      Cash
      Management Accounts and the accounts set forth in Schedule
      IV hereto.
      The provisions of this paragraph 5(ii) shall not apply to accounts specially
      and
      exclusively used for payroll, payroll taxes and other employee wage and benefit
      payments to or for the benefit of the Grantor’s salaried or hourly
      employees.




(j)  Motor
      Vehicles .




(i)  The
      Grantor shall deliver to the Collateral Agent originals of the certificates
      of
      title or ownership for all motor vehicles with a value in excess of $50,00,
      owned by it with the Collateral Agent listed as lienholder, for the benefit
      of
      the Buyers.




(ii)  Upon
      the
      written request of the Required Holders, the Grantor hereby appoints the
      Collateral Agent as its attorney-in-fact, effective the date hereof and
      terminating upon the termination of this Agreement, for the purpose of (A)
      executing on behalf of the Grantor title or ownership applications for filing
      with appropriate state agencies to enable motor vehicles now owned or hereafter
      acquired by the Grantor to be retitled and the Collateral Agent listed as
      lienholder thereof, (B) filing such applications with such state agencies,
      and
      (C) executing such other documents and instruments on behalf of, and taking
      such
      other action in the name of, the Grantor as the Collateral Agent may deem
      necessary or advisable to accomplish the purposes hereof (including, without
      limitation, for the purpose of creating in favor of the Collateral Agent a
      perfected Lien on the motor vehicles and exercising the rights and remedies
      of
      the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled
      with an interest and is irrevocable until all of the Obligations are
      indefeasibly paid in full in cash. Notwithstanding the foregoing, the Collateral
      Agent shall not have any responsibility for any filings under this Section,
      it
      being understood that all such filings will be maintained by counsel to the
      Holders.




(iii)  Any
      certificates of title or ownership delivered pursuant to the terms hereof shall
      be accompanied by odometer statements for each motor vehicle covered
      thereby.




(iv)  So
      long
      as no Event of Default shall have occurred and be continuing, upon the request
      of the Grantor, the Collateral Agent shall, at the written direction of ‘the
      Required Holders, execute and deliver to the Grantor such instruments as the
      Grantor shall reasonably request to remove the notation of the Collateral Agent
      as lienholder on any certificate of title for any motor vehicle; provided , however ,
      that
      any such instruments shall be delivered, and the release effective, only upon
      receipt by the Collateral Agent of a certificate from the Grantor stating that
      such motor vehicle is to be sold or has suffered a casualty loss (with title
      thereto in such case passing to the casualty insurance company therefor in
      settlement of the claim for such loss) and the amount that the Grantor will
      receive as sale proceeds or insurance proceeds.


14




(k)  Control .
      The
      Grantor hereby agrees to take any or all action that may be necessary or that
      the Required Holders may reasonably request in order for the Collateral Agent
      to
      obtain control in accordance with Sections 9-105 - 9-107 of the Code with
      respect to the following Collateral: (i) Electronic Chattel Paper, (ii)
      Investment Property, and (iii) Letter-of-Credit Rights.




(l)  Inspection
      and Reporting .
      The
      Grantor shall permit, in accordance with the Note Purchase Agreement, the
      Collateral Agent, or any designee, agent or representatives thereof or such
      professionals or other Persons as the Collateral Agent or Required Holders
      may
      designate, during normal business hours, after reasonable prior notice, in
      the
      absence of an Event of Default and not more than once a year in the absence
      of
      an Event of Default, (i) to examine and make copies of and abstracts from the
      Grantor’s records and books of account, (ii) to visit and inspect its
      properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory
      and other assets of the Grantor from time to time, (iii) to conduct audits,
      physical counts, appraisals and/or valuations, examinations at the locations
      of
      any Grantor. Each Grantor shall also permit, in accordance with the Note
      Purchase Agreement, the Collateral Agent, or any designee, agent or
      representatives thereof or such professionals or other Persons as the Collateral
      Agent or Required Holders may designate to discuss the Grantor’s affairs,
      finances and accounts with any of its directors, officers, managerial employees,
      independent accountants or any of its other representatives.




(m)  Future
      Subsidiaries .
      If the
      Grantor shall hereafter create or acquire any Subsidiary, simultaneously with
      the creation or acquisition of such Subsidiary, the Grantor shall (i) cause
      such
      Subsidiary to become a party to this Agreement as an additional “Grantor”
hereunder, (ii) the Grantor shall deliver to Collateral Agent revised Schedules
      to this Agreement, as appropriate, (iii) shall duly execute and deliver a
      guaranty of the Obligations in favor of the Collateral Agent in form and
      substance reasonably acceptable to the Required Holders, and (iv) shall duly
      execute and/or deliver such opinions of counsel and other documents, in form
      and
      substance reasonably acceptable to the Required Holders, as the Required Holders
      shall reasonably request with respect thereto, provided that
      that if the Grantor acquires a subsidiary on or within two days after the
      Closing Date, it shall have 10 Business Days in which to satisfy the
      requirements of this Section 5(m).




SECTION
      6.  Additional
      Provisions Concerning the Collateral .




(a)  To
      the
      maximum extent permitted by applicable law, and for the purpose of taking any
      action that the Collateral Agent or Required Holders may deem necessary or
      advisable to accomplish the purposes of this Agreement, the Grantor hereby
      (i)
      authorizes the Collateral Agent or the Required Holders to execute any such
      agreements, instruments or other documents in the Grantor’s name and to fie such
      agreements, instruments or other documents in the Grantor’s name and in any
      appropriate filing office, (ii) authorizes the Collateral Agent or the Required
      Holders at any time and from time to time to fie, one or more financing or
      continuation statements, and amendments thereto, relating to the Collateral
      (including, without limitation, any such financing statements that (A) describe
      the Collateral as “all assets” or “all personal property” (or words of similar
      effect) or that describe or identify the Collateral by type or in any other
      manner as the Required Holders may determine regardless of whether any
      particular asset of the Grantor falls within the scope of Article 9 of the
      Uniform Commercial Code or whether any particular asset of the Grantor
      constitutes par of the Collateral, and (B) contain any other information
      required by Part 5 of Article 9 of the Code for the sufficiency or filing office
      acceptance of any financing statement, continuation statement or amendment,
      including, without limitation, whether the Grantor is an organization, the
      type
      of organization and any organizational identification number issued to the
      Grantor) and (iii) ratifies such authorization to the extent that the Required
      Holders have filed any such financing or continuation statements, or amendments
      thereto, prior to the date hereof. A photocopy or other reproduction of this
      Agreement or any financing statement covering the Collateral or any par thereof
      shall be sufficient as a financing statement where permitted by law.


15


(b)  The
      Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact
      and proxy, with full authority in the place and stead of the Grantor and in
      the
      name of the Grantor or otherwise, from time to time in the Required Holders’
discretion, so long as an Event of Default shall have occurred and is
      continuing, to take any action and to execute any instrument which the Required
      Holders may reasonably deem necessary or advisable to accomplish the purposes
      of
      this Agreement (subject to the rights of the Grantor under Section 5 hereof),
      including, without limitation, (i) to obtain and adjust insurance required
      to be
      paid to the Collateral Agent pursuant to Section 5(e) hereof, (ii) to ask,
      demand, collect, sue for, recover, compound, receive and give acquittance and
      receipts for moneys due and to become due under or in respect of any Collateral,
      (ii) to receive, endorse, and collect any drafts or other instruments, documents
      and chattel paper in connection with clause (i) or (ii) above, (iv) to fie
      any
      claims or take any action or institute any proceedings which the Required
      Holders may deem necessary or desirable for the collection of any Collateral
      or
      otherwise to enforce the rights of the Collateral Agent and the Buyers with
      respect to any Collateral, and (v) to execute assignments, licenses and other
      documents to enforce the rights of the Collateral Agent and the Buyers with
      respect to any Collateral. This power is coupled with an interest and is
      irrevocable until all of the Obligations are indefeasibly paid in full in
      cash.




(c)  For
      the
      purpose of enabling the Collateral Agent to exercise rights and remedies
      hereunder, at such time as the Collateral Agent shall be lawfully entitled
      to
      exercise such rights and remedies, and for no other purpose, the Grantor hereby
      grants to the Collateral Agent, to the extent assignable, an irrevocable,
      non-exclusive license (exercisable without payment of royalty or other
      compensation to the Grantor) to use, assign, license or sublicense any
      Intellectual Property now owned or hereafter acquired by the Grantor, 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. Notwithstanding
      anything contained herein to the contrary, but subject to the provisions of
      the
      Note Purchase Agreement that limit the right of the Grantor to dispose of its
      property, and Section 5(g) and Section 5(h) hereof, so long as no Event of
      Default shall have occurred and be continuing, the Grantor may 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
      its
      business. In furtherance of the foregoing, unless an Event of Default shall
      have
      occurred and be continuing, the Collateral Agent shall from time to time, upon
      the request of the Grantor, execute and deliver any instruments, certificates
      or
      other documents, in the form so requested, which the Grantor shall have
      certified are appropriate (in the Grantor’s judgment) to allow it to take any
      action permitted above (including relinquishment of the license provided
      pursuant to this clause (c) as to any Intellectual Property. Further, upon
      the
      indefeasible payment in full in cash of all of the Obligations, the Collateral
      Agent (subject to Section Wee) hereof) shall release and reassign to the Grantor
      all of the Collateral Agent’s right, title and interest in and to the
      Intellectual Property, and the Licenses, all without recourse, representation
      or
      warranty whatsoever. The exercise of rights and remedies hereunder by the
      Collateral Agent shall not terminate the rights of the holders of any licenses
      or sublicenses theretofore granted by the Grantor in accordance with the second
      sentence of this clause (c). The Grantor hereby releases the Collateral Agent
      from any claims, causes of action and demands at any time arising out .of or
      with respect to any actions taken or omitted to be taken by the Collateral
      Agent
      under the powers of attorney granted herein other than actions taken or omitted
      to be taken through the Collateral Agent’s gross negligence or willful
      misconduct, as determined by a final determination of a court of competent
      jurisdiction.


16


(d)  If
      the
      Grantor fails to perform any agreement or obligation contained herein, the
      Collateral Agent may itself perform, or cause performance of, such agreement
      or
      obligation, in the name of the Grantor or the Collateral Agent, and the expenses
      of the Collateral Agent incurred in connection therewith shall be payable by
      the
      Grantor pursuant to Section 8 hereof and shall be secured by the
      Collateral.




(e)  The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest in the Collateral and shall not impose any duty upon it to exercise
      any
      such powers. Except for the safe custody of any Collateral in its possession
      and
      the accounting for moneys actually received by it hereunder, the Collateral
      Agent shall have no duty as to any Collateral or as to the taking of any
      necessary steps to preserve rights against prior parties or any other rights
      pertaining to any Collateral.




(f)  Anything
      herein to the contrary notwithstanding (i) the Grantor shall remain liable
      under
      the Licenses and otherwise with respect to any of the Collateral to the extent
      set forth therein to perform all of its obligations thereunder to the same
      extent as if this Agreement had not been executed, (ii) the exercise by the
      Collateral Agent of any of its rights hereunder shall not release the Grantor
      from any of its obligations under the Licenses or otherwise in respect of the
      Collateral, and (iii) the Collateral Agent shall not have any obligation or
      liability by reason of this Agreement under the Licenses or with respect to
      any
      of the other Collateral, nor shall the Collateral Agent be obligated to perform
      any of the obligations or duties of the Grantor thereunder or to take any action
      to collect or enforce any claim for payment assigned hereunder.




SECTION
      7.  Remedies
      Upon Event of Default .
      If any
      Event of Default shall have occurred and be continuing, acting at the written
      direction of the Required Holders:


17


(a)  The
      Collateral Agent may exercise in respect of the Collateral, in addition to
      any
      other rights and remedies provided for herein or otherwise available to it,
      all
      of the rights and remedies of a secured party upon default under the Code
      (whether or not the Code applies to the affected Collateral), and also may
      (i)
      take absolute control of the Collateral, including, without limitation, transfer
      into the Collateral Agent’s name or into the name of its nominee or nominees (to
      the extent the Collateral Agent has not theretofore done so) and thereafter
      receive, for the benefit of the Collateral Agent, all payments made thereon,
      give all consents, waivers and ratifications in respect thereof and otherwise
      act with respect thereto as though it were the outright owner thereof, (ii)
      require the Grantor to, and the Grantor hereby agrees that it will at its
      expense and upon request of the Collateral Agent forthwith, assemble all or
      par
      of its respective Collateral as directed by the Collateral Agent and make it
      available to the Collateral Agent at a place or places to be designated by
      the
      Collateral Agent that is reasonably convenient to both parties, and the
      Collateral Agent may enter into and occupy any premises owned or leased by
      the
      Grantor where the Collateral or any par thereof is located or assembled for
      a
      reasonable period in order to effectuate the Collateral Agent’s rights and
      remedies hereunder or under law, without obligation to the Grantor in respect
      of
      such occupation, and (iii) without notice except as specified below and without
      any obligation to prepare or process the Collateral for sale, (A) sell the
      Collateral or any part thereof in one or more parcels at public or private
      sale,
      at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or
      for future delivery, and at such price or prices and upon such other terms
      as
      the Collateral Agent may deem commercially reasonable and/or (B) lease, license
      or dispose of the Collateral or any par thereof upon such terms as the
      Collateral Agent may deem commercially reasonable. The Grantor agrees that,
      to
      the extent notice of sale or any other disposition of its respective Collateral
      shall be required by law, at least ten (10) days’ notice to the Grantor of the
      time and place of any public sale or the time after which any private sale
      or
      other disposition of its respective Collateral is to be made shall constitute
      reasonable notification. The Collateral Agent shall not be obligated to make
      any
      sale or other disposition of any Collateral regardless of notice of sale having
      been given. The Collateral Agent may adjourn any public or private sale from
      time to time by announcement at the time and place fixed therefor, and such
      sale
      may, without further notice, be made at the time and place to which it was
      so
      adjourned. The Grantor hereby waives any claims against the Collateral Agent
      and
      the Buyers arising by reason of the fact that the price at which its respective
      Collateral may have been sold at a private sale was less than the price which
      might have been obtained at a public sale or was less than the aggregate amount
      of the Obligations, even if the Collateral Agent accepts the first offer
      received and does not offer such Collateral to more than one offeree, and waives
      all rights that the Grantor may have to require that all or any par of such
      Collateral be marshaled upon any sale (public or private) thereof. The Grantor
      hereby acknowledges that (i) any such sale of its respective Collateral by
      the
      Collateral Agent shall be made without warranty, (ii) the Collateral Agent
      may
      specifically disclaim any warranties of title, possession, quiet enjoyment
      or
      the like, and (iii) such actions set forth in clauses (i) and (ii) above shall
      not adversely affect the commercial reasonableness of any such sale of
      Collateral. In addition to the foregoing, (1) upon written notice to the Grantor
      from the Collateral Agent after and during the continuance of an Event of
      Default, the Grantor shall cease any use of the Intellectual Property or any
      trademark, patent or copyright similar thereto for any purpose described in
      such
      notice; (2) the Collateral Agent may, at any time and from time to time after
      and during the continuance of an Event of Default, upon 10 days’ prior notice to
      the Grantor, License, whether general, special or otherwise, and whether on
      an
      exclusive or non-exclusive basis, any of the Intellectual Property, throughout
      the universe for such term or terms, on such conditions, and in such manner,
      as
      the Collateral Agent shall in its sole discretion determine; and (3) the
      Collateral Agent may, at any time, pursuant to the authority granted in Section
      6 hereof (such authority being effective upon the occurrence and during the
      continuance of an Event of Default), execute and deliver on behalf of the
      Grantor, one or more instruments of assignment of the Intellectual Property
      (or
      any application or registration thereof), in form suitable for filing, recording
      or registration in any country.




(b)  Any
      cash
      held by the Collateral Agent as Collateral and all Cash Proceeds received by
      the
      Collateral Agent in respect of any sale of or collection from, or other
      realization upon, all or any part of the Collateral shall be applied (after
      payment of any amounts payable to the Collateral Agent pursuant to Section
      8
      hereof) by the Collateral Agent first to PWSP against Obligations under Section
      3(c), until the indefeasible payment to PWSP in full in cash of all such
      Obligations, and then pro rata among the Buyers against, all or any part of
      the
      Obligations under Sections 3(a) and (b) in such order as the Collateral Agent
      shall elect, consistent with the provisions of the Note Purchase Agreement.
      Any
      surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining
      after the indefeasible payment in full in cash of all of the Obligations shall
      be paid over to whomsoever shall be lawfully entitled to receive the same or
      as
      a court of competent jurisdiction shall direct.




(c)  In
      the
      event that the proceeds of any such sale, collection or realization are
      insufficient to pay all amounts to which the Collateral Agent, the Buyers and
      PWSP are legally entitled, the Grantor shall be liable for the deficiency,
      together with interest thereon at the highest rate specified in the Notes for
      interest on overdue principal thereof or such other rate as shall be fixed
      by
      applicable law, together with the costs of collection and the reasonable fees,
      costs, expenses and other client charges of any attorneys employed by the
      Collateral Agent to collect such deficiency.


18


(d)  The
      Grantor hereby acknowledges that if the Collateral Agent complies with any
      applicable state, provincial, or federal law requirements in connection with
      a
      disposition of the Collateral, such compliance will not adversely affect the
      commercial reasonableness of any sale or other disposition of the
      Collateral.




(e)  The
      Collateral Agent shall not be required to marshal any present or future
      collateral security (including, but not limited to, this Agreement and the
      Collateral) for, or other assurances of payment of, the Obligations or any
      of
      them or to resort to such collateral security or other assurances of payment
      in
      any particular order, and all of the Collateral Agent’s rights hereunder and in
      respect of such collateral security and other assurances of payment shall be
      cumulative and in addition to all other rights, however existing or arising.
      To
      the extent that the Grantor lawfully may, the Grantor hereby agrees that it
      will
      not invoke any law relating to the marshaling of collateral which might cause
      delay in or impede the enforcement of the Collateral Agent’s rights under this
      Agreement or under any other instrument creating or evidencing any of the
      Obligations or under which any of the Obligations is outstanding or by which
      any
      of the Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, the Grantor hereby irrevocably waives the
      benefits of all such laws.




SECTION
      8.  Indemnity
      and Expenses .




(a)  The
      Grantor agrees to defend, protect, indemnify and hold the Collateral Agent
      and
      each of the Buyers, jointly and severally, harmless from and against any and
      all
      claims, damages, losses, liabilities, obligations, penalties, fees, costs and
      expenses (including, without limitation, reasonable legal fees, costs, expenses,
      and disbursements of such Person’s counsel) to the extent that they arise out of
      or otherwise result from this Agreement (including, without limitation,
      enforcement of this Agreement), except to the extent resulting from such
      Person’s gross negligence or willful misconduct, as determined by a final
      judgment of a court of competent jurisdiction.




(b)  The
      Grantor agrees to pay to the Collateral Agent upon demand the amount of any
      and
      all costs and expenses, including the reasonable fees, costs, expenses and
      disbursements of counsel for the Collateral Agent and of any experts and agents
      (including, without limitation, any collateral trustee which may act as agent
      of
      the Collateral Agent), which the Collateral Agent may incur in connection with
      (i) the preparation, negotiation, execution, delivery, recordation,
      administration, amendment, waiver or other modification or termination of this
      Agreement, (ii) the custody, preservation, use or operation of, or the sale
      of,
      collection from, or other realization upon, any Collateral, (iii) the exercise
      or enforcement of any of the rights of the Collateral Agent hereunder, or (iv)
      the failure by the Grantor to perform or observe any of the provisions
      hereof.




SECTION
      9.  Notices.
      Etc .
      All
      notices and other communications provided for hereunder shall be
      in
      writing and shall be mailed (by certified mail, postage prepaid and return
      receipt requested), telecopied, e-mailed or delivered at its address below
      and
      if to the Collateral Agent to it, at its address specified on the signature
      pages below; or as to any such Person, at such other address as shall be
      designated by such Person in a written notice to all other parties hereto
      complying as to delivery with the terms of this Section 9. All such notices
      and
      other communications shall be effective (a) if sent by certified mail, return
      receipt requested, when received or three days after deposited in the mails,
      whichever occurs first, (b) if telecopied or e-mailed, when transmitted (during
      normal business hours) and confirmation is received, and otherwise, the day
      after the notice or communication was transmitted and confirmation is received,
      or (c) if delivered in person, upon delivery.




19


SECTION
      10.  Miscellaneous .




(a)  No
      amendment of any provision of this Agreement shall be effective unless it is
      in
      writing and signed by the Grantor and the Collateral Agent (acting at the
      written direction of the Required Holders), and no waiver of any provision
      of
      this Agreement, and no consent to any departure by the Grantor therefrom, shall
      be effective unless it is in writing and signed by the Grantor and the
      Collateral Agent, and then such waiver or consent shall be effective only in
      the
      specific instance and for the specific purpose for which given.




(b)  No
      failure on the par of the Collateral Agent to exercise, and no delay in
      exercising, any right hereunder or under any of the other Transaction Documents
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any such right preclude any other or further exercise thereof or the exercise
      of
      any other right. The rights and remedies of the Collateral Agent or any Buyer
      provided herein and in the other Transaction Documents are cumulative and are
      in
      addition to, and not exclusive of, any rights or remedies provided by law.
‘The
      rights of the Collateral Agent or any Buyer under any of the other Transaction
      Documents against any party thereto are not conditional or contingent on any
      attempt by such Person to exercise any of its rights under any of the other
      Transaction Documents against such party or against any other Person, including
      but not limited to, the Grantor.




(c)  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceabilty without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.




(d)  This
      Agreement shall create a continuing security interest in the Collateral and
      shall (i) remain in full force and effect until the indefeasible payment in
      full
      in cash of the Obligations, and (ii) be binding on the Grantor and all other
      Persons who become bound as debtor to this Agreement in accordance with Section
      9-203(d) of the Code and shall inure, together with all rights and remedies
      of
      the Collateral Agent and the Buyers hereunder, to the benefit of the Collateral
      Agent and the Buyers and their respective permitted successors, transferees
      and
      assigns. Without limiting the generality of clause (ii) of the immediately
      preceding sentence, without notice to the Grantor, the Collateral Agent and
      the
      Buyers may assign or otherwise transfer their rights and obligations under
      this
      Agreement and any of the other Transaction Documents in accordance with the
      respective Transaction Documents, to any other Person and such other Person
      shall thereupon become vested with all of the benefits in respect thereof
      granted to the Collateral Agent and the Buyers herein or otherwise. Upon any
      such assignment or transfer, all references in this Agreement to the Collateral
      Agent or any such Buyer shall mean the assignee of the Collateral Agent or
      such
      Buyer. None of the rights or obligations of the Grantor hereunder may be
      assigned or otherwise transferred without the prior written consent of the
      Required Holders, and any such assignment or transfer without the consent of
      the
      Required Holders shall be null and void.




20





(e)  Upon
      written notice to the Collateral Agent from the Required Holders that the
      indefeasible payment in full in cash of the Obligations has occurred, (i) this
      Agreement and the security interests created hereby shall terminate and all
      rights to the Collateral shall revert to the Grantor that granted such security
      interests hereunder, and (ii) the Collateral Agent will, upon the Grantor’s
      request and at the Grantor’s expense, (A) return to the Grantor such of the
      Collateral as shall not have been sold or otherwise disposed of or applied
      pursuant to the terms hereof, and (B) execute and deliver to the Grantor such
      documents as the Grantor shall reasonably request to evidence such termination,
      all without any representation, warranty or recourse whatsoever.




(f)  THIS
      AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF
      LAW
      AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION
      AND
      THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED
      HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
      GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW
      YORK.




(g)  ANY
      LEGAL
      ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
      RELATED HERETO MAYBE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE
      COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
      OF
      NEW YORK, AN APPELLATE COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS
      AGREEMENT, THE GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
      GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
      GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WANES, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE
      LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENES, WHICH IT MAY
      NOW
      OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN
      SUCH
      RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
      RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.




(h)  THE
      GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) TH COLLATERAL
      AGENT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
      OF
      THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      ORAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.




(i)  The
      Grantor irrevocably consents to the service of process of any of the aforesaid
      courts in any such action, suit or proceeding by the mailing of copies thereof
      by registered or certified mail (or any substantially similar form of mail),
      postage prepaid, to the Grantor at its address provided herein, such service
      to
      become effective 10 days after such mailing.




(j)  Nothing
      contained herein shall affect the right of the Collateral Agent to serve process
      in any other manner permitted by law or commence legal proceedings or otherwise
      proceed against the Grantor or any property of the Grantor in any other
      jurisdiction.


21


(k)  The
      Grantor irrevocably and unconditionally waives any right it may have to claim
      or
      recover in any legal action, suit or proceeding referred to in this Section
      any
      special, exemplar, punitive or consequential damages.




(l)  Section
      headings herein are included for convenience of reference only and shall not
      constitute a par of this Agreement for any other purpose. (m) This Agreement
      may
      be executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which shall be deemed to be an original, but
      all
      of which taken together constitute one in the same Agreement.




**[REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]**


22


IN
      WITNESS WHEREOF. the Grantor has caused this Agreement to be executed and
      delivered by its officer thereunto duly authorized, as of the date first above
      written.




**US
                DATA WORKS, INC.**By:
            /s/
                Charles E. RameyName:
                Charles E. RameyTitle:
                CEO




ACCEPTED
                BY:**CHARLES
                E. RAMEY, as Collateral****Agent**By:
            /s/
                Charles E. RameyCharles
                E. Ramey





**Schedules**




Schedule
                I.
            Information
                on GrantorSchedule
                II
            LicensesSchedule
                III
            Equipment,
                Fixtures, Goods and InventorySchedule
                IV
            Promissory
                Notes; Deposit AccountsSchedule 4(f)
            UCC
                FilingsSchedule
                V
            Financing
                StatementsSchedule
                VI
            Commercial
                Tort Claims