EXHIBIT
        10 (a)

    

     

    SECURITY
      AGREEMENT

    


    SECURITY
      AGREEMENT, dated as of June 6,
      2007
      (this
“Agreement”),
      among
Knobias
      Inc., a Delaware corporation (the
      “Company”) and all of the Subsidiaries of the Company
      (such
      subsidiaries,
      the
“Guarantors”) (the Company and Guarantors are collectively
      referred to as the “Debtors”)
      and
      the holder or holders of the Company’s Senior
      Secured Convertible
      Notes
      due June 6,
      2010 in
      the
      original aggregate principal amount of $3,000,000
      (the
“Notes”),
      signatory hereto, their endorsees, transferees and assigns (collectively
      referred to as, the “Secured
      Parties”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      pursuant to the Notes, the Secured Parties have severally agreed to extend
      the
      loans to the Company evidenced by the Notes; 

    


    WHEREAS,
      pursuant to a certain Subsidiary Guarantee dated as of the date hereof (the
      “Guaranty”),
      the
      Guarantors
      have
      jointly and severally agreed to guaranty and act as surety for payment of such
      loans; and

    


    WHEREAS,
      in order to induce the Secured Parties to extend the loans evidenced by the
      Notes, each Debtor has agreed to execute and deliver to the Secured Parties
      this
      Agreement and to grant the Secured Parties, pari
      passu
      with
      each other Secured Party, a perfected security interest in all of the property
      of such Debtor to secure the prompt payment, performance and discharge in full
      of all of the Company’s obligations under the Notes and the other Debtors’
obligations under the Guaranty.

    


    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    1.
       Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth in
      this
      Section 1. Terms used but not otherwise defined in this Agreement that are
      defined in Article 9 of the UCC (such as “account”, “chattel paper”, “commercial
      tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general
      intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have
      the respective meanings given such terms in Article 9 of the UCC.

    


    (a)
       “Collateral”
means
      the collateral in which the Secured Parties are granted a security interest
      by
      this Agreement and which shall include the following personal property of the
      Debtors, whether presently owned or existing or hereafter acquired or coming
      into existence, wherever situated, and all additions and accessions thereto
      and
      all substitutions and replacements thereof, and all proceeds, products and
      accounts thereof, including, without limitation, all proceeds from the sale
      or
      transfer of the Collateral and of insurance covering the same and of any tort
      claims in connection therewith,
      and all
      dividends, interest, cash, notes, securities, equity interest or other property
      at any time and from time to time acquired, receivable or otherwise distributed
      in respect of, or in exchange for, any or all of the Pledged Securities (as
      defined below):

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          1

        
          

        

      

      
         

      

    

    (i)
      All
      goods, including, without limitations, (A) all machinery, equipment, computers,
      motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special
      and
      general tools, fixtures, test and quality control devices and other equipment
      of
      every kind and nature and wherever situated, together with all documents of
      title and documents representing the same, all additions and accessions thereto,
      replacements therefor, all parts therefor, and all substitutes for any of the
      foregoing and all other items used and useful in connection with any Debtor’s
      businesses and all improvements thereto; and (B) all inventory;

    


    (ii)
       All
      contract rights and other general intangibles, including, without limitation,
      all partnership interests, membership interests, stock or other securities,
      rights
      under any of the Organizational Documents, agreements related to the Pledged
      Securities, licenses,
      distribution and other agreements, computer software (whether “off-the-shelf”,
      licensed from any third party or developed by any Debtor), computer software
      development rights, leases, franchises, customer lists, quality control
      procedures, grants and rights, goodwill, trademarks, service marks, trade
      styles, trade names, patents, patent applications, copyrights, Intellectual
      Property, and income tax refunds; 

     

    (iii)
       All
      accounts, together with all instruments, all documents of title representing
      any
      of the foregoing, all rights in any merchandising, goods, equipment, motor
      vehicles and trucks which any of the same may represent, and all right, title,
      security and guaranties with respect to each account, including any right of
      stoppage in transit; 

    


    (iv)
       All
      documents, letter-of-credit rights, instruments and chattel paper;

    


    (v) All
      commercial tort claims;

    


    (vi) All
      deposit accounts and all cash (whether or not deposited in such deposit
      accounts);

    


    (vii) All
      investment property;

    


    (viii) All
      supporting obligations; and

    


    (ix) All
      files, records, books of account, business papers, and computer programs;
      and

    


    (x) the
      products and proceeds of all of the foregoing Collateral set forth in clauses
      (i)-(ix) above.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          2

        
          

        

      

      
         

      

    

    Without
      limiting the generality of the foregoing, the “Collateral” shall include all
      investment property and general intangibles respecting ownership and/or other
      equity interests in each Guarantor, including, without limitation, the shares
      of
      capital stock and the other equity interests listed on Schedule H hereto (as
      the
      same may be modified from time to time pursuant to the terms hereof), and any
      other shares of capital stock and/or other equity interests of any other direct
      or indirect subsidiary of any Debtor obtained in the future, and, in each case,
      all certificates representing such shares and/or equity interests and, in each
      case, all rights, options, warrants, stock, other securities and/or equity
      interests that may hereafter be received, receivable or distributed in respect
      of, or exchanged for, any of the foregoing (all of the foregoing being referred
      to herein as the “Pledged Securities”) and all rights arising under or in
      connection with the Pledged Securities, including, but not limited to, all
      dividends, interest and cash.
      Notwithstanding the foregoing, the Company shall be permitted to sell all or
      a
      portion of its Philippines subsidiary, in which case the shares of such
      subsidiary shall not be included as Collateral hereunder.

     

    Notwithstanding
      the foregoing, nothing herein shall be deemed to constitute an assignment of
      any
      asset which, in the event of an assignment, becomes void by operation of
      applicable law or the assignment of which is otherwise prohibited by applicable
      law (in each case to the extent that such applicable law is not overridden
      by
      Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law);
      provided, however, that to the extent permitted by applicable law, this
      Agreement shall create a valid security interest in such asset and, to the
      extent permitted by applicable law, this Agreement shall create a valid security
      interest in the proceeds of such asset.

    


    (b)
       “Intellectual
      Property”
means
      the collective reference to all rights, priorities and privileges relating
      to
      intellectual property, whether arising under United States, multinational or
      foreign laws or otherwise, including, without limitation, (i) all copyrights
      arising under the laws of the United States, any other country or any political
      subdivision thereof, whether registered or unregistered and whether published
      or
      unpublished, all registrations and recordings thereof, and all applications
      in
      connection therewith, including, without limitation, all registrations,
      recordings and applications in the United States Copyright Office, (ii) all
      letters patent of the United States, any other country or any political
      subdivision thereof, all reissues and extensions thereof, and all applications
      for letters patent of the United States or any other country and all divisions,
      continuations and continuations-in-part thereof, (iii) all trademarks, trade
      names, corporate names, company names, business names, fictitious business
      names, trade dress, service marks, logos, domain names and other source or
      business identifiers, and all goodwill associated therewith, now existing or
      hereafter adopted or acquired, all registrations and recordings thereof, and
      all
      applications in connection therewith, whether in the United States Patent and
      Trademark Office or in any similar office or agency of the United States, any
      State thereof or any other country or any political subdivision thereof, or
      otherwise, and all common law rights related thereto, (iv) all trade secrets
      arising under the laws of the United States, any other country or any political
      subdivision thereof, (v) all rights to obtain any reissues, renewals or
      extensions of the foregoing, (vi) all licenses for any of the foregoing, and
      (vii) all causes of action for infringement of the foregoing.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          3

        
          

        

      

      
         

      

    

    (c) “Majority
      in Interest” shall mean, at any time of determination, the majority in interest
      (based on then-outstanding principal amounts of Notes at the time of such
      determination) of the Secured Parties.

    


    (d) “Necessary
      Endorsement” shall mean undated stock powers endorsed in blank or other proper
      instruments of assignment duly executed and such other instruments or documents
      as the Secured Parties may reasonably request.

    


    (e)
       “Obligations”
means
      all of the Debtors’ obligations under this Agreement, the
      Notes, the Guaranty
      and any other instruments, agreements or other documents executed and/or
      delivered in connection herewith or therewith, in each case, whether now or
      hereafter existing, voluntary or involuntary, direct or indirect, absolute
      or
      contingent, liquidated or unliquidated, whether or not jointly owed with others,
      and whether or not from time to time decreased or extinguished and later
      increased, created or incurred, and all or any portion of such obligations
      or
      liabilities that are paid, to the extent all or any part of such payment is
      avoided or recovered directly or indirectly from any of the Secured Parties
      as a
      preference, fraudulent transfer or otherwise as such obligations may be amended,
      supplemented, converted, extended or modified from time to time. Without
      limiting the generality of the foregoing, the term “Obligations” shall include,
      without limitation: (i) principal of, and interest on the Notes
      and
      the
      loans extended pursuant thereto; (ii) any and all other fees, indemnities,
      costs, obligations and liabilities of the Debtors from time to time under or
      in
      connection with this Agreement, the Notes, the Guaranty and any other
      instruments, agreements or other documents executed and/or delivered in
      connection herewith or therewith; and (iii) all amounts (including but not
      limited to post-petition interest) in respect of the foregoing that would be
      payable but for the fact that the obligations to pay such amounts are
      unenforceable or not allowable due to the existence of a bankruptcy,
      reorganization or similar proceeding involving any Debtor.

    


    (f)  “Organizational
      Documents”
means
      with respect to any Debtor, the documents by which such Debtor was organized
      (such as a certificate of incorporation, certificate of limited partnership
      or
      articles of organization, and including, without limitation, any certificates
      of
      designation for preferred stock or other forms of preferred equity) and which
      relate to the internal governance of such Debtor (such as bylaws, a partnership
      agreement or an operating, limited liability or members agreement).

    


    (g)
       “UCC”
means
      the Uniform Commercial Code of the State of New York and or any other applicable
      law of any state or states which has jurisdiction with respect to all, or any
      portion of, the Collateral or this Agreement, from time to time. It is the
      intent of the parties that defined terms in the UCC should be construed in
      their
      broadest sense so that the term “Collateral” will be construed in its broadest
      sense. Accordingly if there are, from time to time, changes to defined terms
      in
      the UCC that broaden the definitions, they are incorporated herein and if
      existing definitions in the UCC are broader than the amended definitions, the
      existing ones shall be controlling. 

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          4

        
          

        

      

      
         

      

    

    2.
       Grant
      of Perfected Security Interest.
      As an
      inducement for the Secured Parties to extend the loans as evidenced by the
      Notes
      and to secure the complete and timely payment, performance and discharge in
      full, as the case may be, of all of the Obligations, each Debtor hereby
      unconditionally and irrevocably pledges, grants and hypothecates to the Secured
      Parties a continuing and perfected security interest in and to, a lien upon
      and
      a right of set-off against all of their respective right, title and interest
      of
      whatsoever kind and nature in and to, the Collateral (the “Security
      Interest”).

    


    3. Delivery
      of Certain Collateral.
      Contemporaneously or prior to the execution of this Agreement, each Debtor
      shall
      deliver or cause to be delivered to the Secured Parties (a) any and all
      certificates and other instruments representing or evidencing the Pledged
      Securities, and (b) any and all certificates and other instruments or documents
      representing any of the other Collateral, in each case, together with all
      Necessary Endorsements. The Debtors are, contemporaneously with the execution
      hereof, delivering to the Secured Parties, or have previously delivered to
      the
      Secured Parties, a true and correct copy of each Organizational Document
      governing any of the Pledged Securities.

    


     4.  Representations,
      Warranties, Covenants and Agreements of the Debtors.
      Each
      Debtor represents and warrants to, and covenants and agrees with, the Secured
      Parties as follows:

    


    (a)
      Each
      Debtor has the requisite corporate, partnership, limited liability company
      or
      other power and authority to enter into this Agreement and otherwise to carry
      out its obligations hereunder. The execution, delivery and performance by each
      Debtor of this Agreement and the filings contemplated therein have been duly
      authorized by all necessary action on the part of such Debtor and no further
      action is required by such Debtor. This Agreement has been duly executed by
      each
      Debtor. This Agreement constitutes the legal, valid and binding obligation
      of
      each Debtor, enforceable against each Debtor in accordance with its terms except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization and similar laws of general application relating to or affecting
      the rights and remedies of creditors and by general principles of
      equity.

    


    (b)
       The
      Debtors have no place of business or offices where their respective books of
      account and records are kept (other than temporarily at the offices of its
      attorneys or accountants) or places where Collateral is stored or located,
      except as set forth on Schedule
      A
      attached
      hereto. Except as specifically set forth on Schedule
      A,
      each
      Debtor is the record owner of the real property where such Collateral is
      located, and there exist no mortgages or other liens on any such real property.
      Except as disclosed on Schedule
      A,
      none of
      such Collateral is in the possession of any consignee, bailee, warehouseman,
      agent or processor.

    


    (c)
       Except
      as
      set forth on Schedule
      B
      attached
      hereto, the Debtors are the sole owner of the Collateral (except for
      non-exclusive licenses granted by any Debtor in the ordinary course of
      business), free and clear of any liens, security interests, encumbrances, rights
      or claims, and are fully authorized to grant the Security Interest. There is
      not
      on file in any governmental or regulatory authority, agency or recording office
      an effective financing statement, security agreement, license or transfer or
      any
      notice of any of the foregoing (other than those that will be filed in favor
      of
      the Secured Parties pursuant to this Agreement) covering or affecting any of
      the
      Collateral. So long as this Agreement shall be in effect, the Debtors shall
      not
      execute and shall not knowingly permit to be on file in any such office or
      agency any such financing statement or other document or instrument (except
      to
      the extent filed or recorded in favor of the Secured Parties pursuant to the
      terms of this Agreement).

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          5

        
          

        

      

      
         

      

    

    (d)
       No
      written claim has been received that any Collateral or Debtor's use of any
      Collateral violates the rights of any third party. There has been no adverse
      decision to any Debtor's claim of ownership rights in or exclusive rights to
      use
      the Collateral in any jurisdiction or to any Debtor's right to keep and maintain
      such Collateral in full force and effect, and there is no proceeding involving
      said rights pending or, to the best knowledge of any Debtor, threatened before
      any court, judicial body, administrative or regulatory agency, arbitrator or
      other governmental authority.

    


    (e)
       Each
      Debtor shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and its Collateral at the
      locations set forth on Schedule
      A
      attached
      hereto and may not relocate such books of account and records or tangible
      Collateral (other than the Company’s demonstration trailer) unless it delivers
      to the Secured Parties at least 30 days prior to such relocation (i) written
      notice of such relocation and the new location thereof (which must be within
      the
      United States) and (ii) evidence that appropriate financing statements under
      the
      UCC and other necessary documents have been filed and recorded and other steps
      have been taken to perfect the Security Interest to create in favor of the
      Secured Parties a valid, perfected and continuing perfected first priority
      lien
      in the Collateral.

    


    (f)
       This
      Agreement creates in favor of the Secured Parties a valid, security interest
      in
      the Collateral, securing the payment and performance of the Obligations. Upon
      making the filings described in the immediately following paragraph, all
      security interests created hereunder in any Collateral which may be perfected
      by
      filing Uniform Commercial Code financing statements shall have been duly
      perfected. Except for the filing of the Uniform Commercial Code financing
      statements referred to in the immediately following paragraph, the recordation
      of the Intellectual Property Security Agreement (as defined below) with respect
      to copyrights and copyright applications in the United States Copyright Office
      referred to in paragraph (p), the
      execution and delivery of deposit account control agreements satisfying the
      requirements of Section 9-104(a)(2) of the UCC with respect to each deposit
      account of the Debtors,
      and the
      delivery of the certificates and other instruments provided in Section
      3,
      no
      action is necessary to create, perfect or protect the security interests created
      hereunder. Without limiting the generality of the foregoing, except for the
      filing of said financing statements, the recordation of said Intellectual
      Property Security Agreement, and the execution and delivery of said deposit
      account control agreements, no consent of any third parties and no
      authorization, approval or other action by, and no notice to or filing with,
      any
      governmental authority or regulatory body is required for (i) the execution,
      delivery and performance of this Agreement, (ii) the creation or perfection
      of
      the Security Interests created hereunder in the Collateral or (iii) the
      enforcement of the rights of the Secured Parties hereunder.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          6

        
          

        

      

      
         

      

    

    (g)
       Each
      Debtor hereby authorizes the Secured Parties, or any of them, to file one or
      more financing statements under the UCC, with respect to the Security Interest
      with the proper filing and recording agencies in any jurisdiction deemed proper
      by them.

    


    (h)
       The
      execution, delivery and performance of this Agreement by the Debtors does not
      (i) violate any of the provisions of any Organizational Documents of any Debtor
      or any judgment, decree, order or award of any court, governmental body or
      arbitrator or any applicable law, rule or regulation applicable to any Debtor
      or
      (ii) conflict with, or constitute a default (or an event that with notice or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation (with or without
      notice, lapse of time or both) of, any agreement, credit facility, debt or
      other
      instrument (evidencing any Debtor's debt or otherwise) or other understanding
      to
      which any Debtor is a party or by which any property or asset of any Debtor
      is
      bound or affected. No consent (including, without limitation, from stockholders
      or creditors of any Debtor) is required for any Debtor to enter into and perform
      its obligations hereunder.

    


     (i)
       The
      capital stock and other equity interests listed on Schedule H hereto represent
      all of the capital stock and other equity interests of the Guarantors, and
      represent all capital stock and other equity interests owned, directly or
      indirectly, by the Company. All of the Pledged Securities are validly issued,
      fully paid and nonassessable, and the Company is the legal and beneficial owner
      of the Pledged Securities, free and clear of any lien, security interest or
      other encumbrance except for the security interests created by this Agreement.
      

    


    (j)
       The
      ownership and other equity interests in partnerships and limited liability
      companies (if any)
      included
      in the Collateral
      (the
“Pledged Interests”) by their express terms do not provide that they are
      securities governed by Article 8 of the UCC and are not held in a securities
      account or by any financial intermediary.

    


    (k)
       Each
      Debtor shall at all times maintain the liens and Security Interest provided
      for
      hereunder as valid and perfected first priority liens and security interests
      in
      the Collateral in favor of the Secured Parties until this Agreement and the
      Security Interest hereunder shall be terminated pursuant to Section 11 hereof.
      Each Debtor hereby agrees to defend the same against the claims of any and
      all
      persons and entities. Each Debtor shall safeguard and protect all Collateral
      for
      the account of the Secured Parties. At the request of the Secured Parties,
      each
      Debtor will sign and deliver to the Secured Parties at any time or from time
      to
      time one or more financing statements pursuant to the UCC in form reasonably
      satisfactory to the Secured Parties and will pay the cost of filing the same
      in
      all public offices wherever filing is, or is deemed by the Secured Parties
      to
      be, necessary or desirable to effect the rights and obligations provided for
      herein. Without limiting the generality of the foregoing, each Debtor shall
      pay
      all fees, taxes and other amounts necessary to maintain the Collateral and
      the
      Security Interest hereunder, and each Debtor shall obtain and furnish to the
      Secured Parties from time to time, upon demand, such releases and/or
      subordinations of claims and liens which may be required to maintain the
      priority of the Security Interest hereunder.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          7

        
          

        

      

      
         

      

    

    (l)
       No
      Debtor
      will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
      of any of the Collateral without the prior written consent of a Majority
      in Interest.

    


    (m) Each
      Debtor shall keep and preserve its equipment, inventory and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.

    


    (n) Each
      Debtor shall maintain with financially sound and reputable insurers, insurance
      with respect to the Collateral against loss or damage of the kinds and in the
      amounts customarily insured against by entities of established reputation having
      similar properties similarly situated and in such amounts as are customarily
      carried under similar circumstances by other such entities and otherwise as
      is
      prudent for entities engaged in similar businesses but in any event sufficient
      to cover the full replacement cost thereof. Each Debtor shall cause each
      insurance policy issued in connection herewith to provide, and the insurer
      issuing such policy to certify to the Secured Parties that (a) the Secured
      Parties will be named as lender loss payee and additional insured under each
      such insurance policy; (b) if such insurance be proposed to be cancelled or
      materially changed for any reason whatsoever, such insurer will promptly notify
      the Secured Parties and such cancellation or change shall not be effective
      as to
      the Secured Parties for at least thirty (30) days after receipt by the Secured
      Parties of such notice, unless the effect of such change is to extend or
      increase coverage under the policy; and (c) the Secured Parties will have the
      right (but no obligation) at its election to remedy any default in the payment
      of premiums within thirty (30) days of notice from the insurer of such default.
      If no Event of Default (as defined in the Note) exists and if the proceeds
      arising out of any claim or series of related claims do not exceed $50,000,
      loss
      payments in each instance will be applied by the applicable Debtor to the repair
      and/or replacement of property with respect to which the loss was incurred
      to
      the extent reasonably feasible, and any loss payments or the balance thereof
      remaining, to the extent not so applied, shall be payable to the applicable
      Debtor, provided, however, that payments received by any Debtor after an Event
      of Default occurs and is continuing or in excess of $50,000 for any occurrence
      or series of related occurrences shall be paid to the Secured Parties and,
      if
      received by such Debtor, shall be held in trust for and immediately paid over
      to
      the Secured Parties unless otherwise directed in writing by the Secured Parties.
      Copies of such policies or the related certificates, in each case, naming the
      Secured Parties as lender loss payee and additional insured shall be delivered
      to the Secured Parties at least annually and at the time any new policy of
      insurance is issued.

    


    (o)
       Each
      Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the
      Secured Parties promptly, in sufficient detail, of any substantial change in
      the
      Collateral, and of the occurrence of any event which would have a material
      adverse effect on the value of the Collateral or on the Secured Parties’
security interest therein.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          8

        
          

        

      

      
         

      

    

    (p)
       Each
      Debtor shall promptly execute and deliver to the Secured Parties such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Parties may from time to time request and may in its
      sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral including, without limitation, if applicable, the execution
      and delivery of a separate security agreement with respect to each Debtor’s
      Intellectual Property (“Intellectual
      Property Security Agreement”)
      in
      which the Secured Parties have been granted a security interest hereunder,
      substantially in a form acceptable to the Secured Parties, which Intellectual
      Property Security Agreement, other than as stated therein, shall be subject
      to
      all of the terms and conditions hereof.

    


    (q)
       Each
      Debtor shall permit the Secured Parties and their representatives and agents
      to
      inspect the Collateral at any time, and to make copies of records pertaining
      to
      the Collateral as may be requested by a Secured Party from time to
      time.

    


    (r)
       Each
      Debtor shall take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.

    


    (s)
       Each
      Debtor shall promptly notify the Secured Parties in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by such
      Debtor that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Parties
      hereunder.

    


    (t)
       All
      information heretofore, herein or hereafter supplied to the Secured Parties
      by
      or on behalf of any Debtor with respect to the Collateral is accurate and
      complete in all material respects as of the date furnished.

    


    (u)
       The
      Debtors shall at all times preserve and keep in full force and effect their
      respective valid existence and good standing and any rights and franchises
      material to its business.

    


    (v)  No
      Debtor
      will change its name, type of organization, jurisdiction of organization,
      organizational identification number (if it has one), legal or corporate
      structure, or identity, or add any new fictitious name unless it provides at
      least 30 days prior written notice to the Secured Parties of such change and,
      at
      the time of such written notification, such Debtor provides any financing
      statements or fixture filings necessary to perfect and continue perfected the
      perfected security Interest granted and evidenced by this
      Agreement.

    


    (w) No
      Debtor
      may consign any of its Inventory or sell any of its Inventory on bill and hold,
      sale or return, sale on approval, or other conditional terms of sale without
      the
      consent of a Majority
      in Interest
      which
      shall not be unreasonably withheld, except to the extent such consignment or
      sale does not exceed 15% of the total value of all of the Company’s finished
      goods in Inventory.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          9

        
          

        

      

      
         

      

    

    (x)
       No
      Debtor
      may relocate its chief executive office to a new location without providing
      30
      days prior written notification thereof to the Secured Parties and so long
      as,
      at the time of such written notification, such Debtor provides any financing
      statements or fixture filings necessary to perfect and continue perfected the
      perfected security Interest granted and evidenced by this
      Agreement.

    


    (y) Each
      Debtor was organized and remains organized solely under the laws of the state
      set forth next to such Debtor’s name in the first paragraph of this Agreement.
Schedule
      D
      attached
      hereto sets forth each Debtor’s organizational identification number or, if any
      Debtor does not have one, states that one does not exist.

    


    (z) 
      (i) The
      actual name of each Debtor is the name set forth in the preamble above; (ii)
      no
      Debtor has any trade names except as set forth on Schedule
      E
      attached
      hereto; (iii) no Debtor has used any name other than that stated in the preamble
      hereto or as set forth on Schedule
      E
      for the
      preceding five years; and (iv) no entity has merged into any Debtor or been
      acquired by any Debtor within the past five years except as set forth on
Schedule
      E.

    


    (aa) At
      any
      time and from time to time that any Collateral consists of instruments,
      certificated securities or other items that require or permit possession by
      the
      secured party to perfect the security interest created hereby, the applicable
      Debtor shall deliver such Collateral to the
      Secured Parties.

    


    (bb)
       Each
      Debtor, in its capacity as issuer, hereby agrees to comply with any and all
      orders and instructions of the Secured Parties regarding the Pledged Interests
      consistent with the terms of this Agreement without the further consent of
      any
      Debtor as contemplated by Section 8-106 (or any successor section) of the UCC.
      Further, each Debtor agrees that it shall not enter into a similar agreement
      (or
      one that would confer “control” within the meaning of Article 8 of the UCC) with
      any other person or entity.

     

    (cc) Each
      Debtor shall cause all tangible chattel paper constituting Collateral to be
      delivered to the
      Secured Parties,
      or, if
      such delivery is not possible, then to cause such tangible chattel paper to
      contain a legend noting that it is subject to the security interest created
      by
      this Agreement. To the extent that any Collateral consists of electronic chattel
      paper, the applicable Debtor shall cause the underlying chattel paper to be
      “marked” within the meaning of Section 9-105 of the UCC (or successor section
      thereto).

    


    (dd) If
      there
      is any investment property or deposit account included as Collateral that can
      be
      perfected by “control” through an account control agreement, the applicable
      Debtor shall cause such an account control agreement, in form and substance
      in
      each case satisfactory to the Secured Parties, to be entered into and delivered
      to the Secured Parties.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          10

        
          

        

      

      
         

      

    

    (ee)
       To
      the
      extent that any Collateral consists of letter-of-credit rights, the applicable
      Debtor shall cause the issuer of each underlying letter of credit to consent
      to
      an assignment of the proceeds thereof to the Secured Parties.

    


    (ff)
       To
      the
      extent that any Collateral is in the possession of any third party, the
      applicable Debtor shall join with the Secured Parties in notifying such third
      party of the Secured Parties’ security interest in such Collateral and shall use
      its best efforts to obtain an acknowledgement and agreement from such third
      party with respect to the Collateral, in form and substance satisfactory to
      the
      Secured Parties.

    


    (gg) If
      any
      Debtor shall at any time hold or acquire a commercial tort claim, such Debtor
      shall promptly notify the Secured Parties in a writing signed by such Debtor
      of
      the particulars thereof and grant to the Secured Parties in such writing a
      security interest therein and in the proceeds thereof, all upon the terms of
      this Agreement, with such writing to be in form and substance satisfactory
      to
      the Secured Parties.

    


    (hh)  Each
      Debtor shall immediately provide written notice to the Secured Parties of any
      and all accounts which arise out of contracts with any governmental authority
      and, to the extent necessary to perfect or continue the perfected status of
      the
      Security Interest in such accounts and proceeds thereof, shall execute and
      deliver to the Secured Parties an assignment of claims for such accounts and
      cooperate with the Secured Parties in taking any other steps required, in their
      judgment, under the Federal Assignment of Claims Act or any similar federal,
      state or local statute or rule to perfect or continue the perfected status
      of
      the Security Interest in such accounts and proceeds thereof.

    


    (ii) Each
      Debtor shall cause each subsidiary
      of such
      Debtor to immediately become a party hereto (an “Additional Debtor”), by
      executing and delivering an Additional Debtor Joinder in substantially the
      form
      of Annex A attached hereto and comply with the provisions hereof applicable
      to
      the Debtors. Concurrent therewith, the Additional Debtor shall deliver
      replacement schedules for, or supplements to all other Schedules to (or referred
      to in) this Agreement, as applicable, which replacement schedules shall
      supersede, or supplements shall modify, the Schedules then in effect. The
      Additional Debtor shall also deliver such opinions of counsel, authorizing
      resolutions, good standing certificates, incumbency certificates, organizational
      documents, financing statements and other information and documentation as
      the
      Secured Parties may reasonably request. Upon delivery of the foregoing to the
      Secured Parties, the Additional Debtor shall be and become a party to this
      Agreement with the same rights and obligations as the Debtors, for all purposes
      hereof as fully and to the same extent as if it were an original signatory
      hereto and shall be deemed to have made the representations, warranties and
      covenants set forth herein as of the date of execution and delivery of such
      Additional Debtor Joinder, and all references herein to the “Debtors” shall be
      deemed to include each Additional Debtor.

    


    (jj)
       Each
      Debtor shall vote the Pledged Securities to comply with the covenants and
      agreements set forth herein and in the Notes.

    


    (kk) Each
      Debtor shall register the pledge of the applicable Pledged Securities on the
      books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities
      to register the pledge of the applicable Pledged Securities in the name of
      the
      Secured Parties on the books of such issuer. Further, except with respect to
      certificated securities delivered to the Secured Parties, the applicable Debtor
      shall deliver to the Secured Parties an acknowledgement of pledge (which, where
      appropriate, shall comply with the requirements of the relevant UCC with respect
      to perfection by registration) signed by the issuer of the applicable Pledged
      Securities, which acknowledgement shall confirm that: (a) it has registered
      the
      pledge on its books and records; and (b) at any time directed by the Secured
      Parties during the continuation of an Event of Default, such issuer will
      transfer the record ownership of such Pledged Securities into the name of any
      designee of the Secured Parties, will take such steps as may be necessary to
      effect the transfer, and will comply with all other instructions of the Secured
      Parties regarding such Pledged Securities without the further consent of the
      applicable Debtor.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          11

        
          

        

      

      
         

      

    

    (ll)
      In
      the
      event that, upon an occurrence of an Event of Default, the Secured Parties
      shall
      sell all or any of the Pledged Securities to another party or parties (herein
      called the “Transferee”) or shall purchase or retain all or any of the Pledged
      Securities, each Debtor shall, to the extent applicable: (i) deliver to the
      Secured Parties or the Transferee, as the case may be, the articles of
      incorporation, bylaws, minute books, stock certificate books, corporate seals,
      deeds, leases, indentures, agreements, evidences of indebtedness, books of
      account, financial records and all other Organizational Documents and records
      of
      the Debtors and their direct and indirect subsidiaries; (ii) use its best
      efforts to obtain resignations of the persons then serving as officers and
      directors of the Debtors and their direct and indirect subsidiaries, if so
      requested; and (iii) use its best efforts to obtain any approvals that are
      required by any governmental or regulatory body in order to permit the sale
      of
      the Pledged Securities to the Transferee or the purchase or retention of the
      Pledged Securities by the Secured Parties and allow the Transferee or the
      Secured Parties to continue the business of the Debtors and their direct and
      indirect subsidiaries.

     

    (mm) Without
      limiting the generality of the other obligations of the Debtors hereunder,
      each
      Debtor shall promptly (i) cause to be registered at the United States Copyright
      Office all of its material copyrights, (ii) cause the security interest
      contemplated hereby with respect to all Intellectual Property registered at
      the
      United States Copyright Office or United States Patent and Trademark Office
      to
      be duly recorded at the applicable office, and (iii) give the
      Secured Parties
      notice
      whenever it acquires (whether absolutely or by license) or creates any
      additional material Intellectual Property.

    


    (nn) Each
      Debtor will from time to time, at the joint and several expense of the Debtors,
      promptly execute and deliver all such further instruments and documents, and
      take all such further action as may be necessary or desirable, or as the Secured
      Parties may reasonably request, in order to perfect and protect any security
      interest granted or purported to be granted hereby or to enable the Secured
      Parties to exercise and enforce their rights and remedies hereunder and with
      respect to any Collateral or to otherwise carry out the purposes of this
      Agreement.

    


    (oo) Schedule
      F attached hereto lists all of the patents, patent applications, trademarks,
      trademark applications, registered copyrights, and domain names owned by any
      of
      the Debtors as of the date hereof. Schedule F lists all material licenses in
      favor of any Debtor for the use of any patents, trademarks, copyrights and
      domain names as of the date hereof. All material patents and trademarks of
      the
      Debtors have been duly recorded at the United States Patent and Trademark Office
      and all material copyrights of the Debtors have been duly recorded at the United
      States Copyright Office.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          12

        
          

        

      

      
         

      

    

    (pp) Except
      as
      set forth on Schedule G attached hereto, none of the account debtors or other
      persons or entities obligated on any of the Collateral is a governmental
      authority covered by the Federal Assignment of Claims Act or any similar
      federal, state or local statute or rule in respect of such
      Collateral.

    


    5. Effect
      of Pledge on Certain Rights. If
      any of
      the Collateral subject to this Agreement consists of nonvoting equity or
      ownership interests (regardless of class, designation, preference or rights)
      that may be converted into voting equity or ownership interests upon the
      occurrence of certain events (including, without limitation, upon the transfer
      of all or any of the other stock or assets of the issuer), it is agreed that
      the
      pledge of such equity or ownership interests pursuant to this Agreement or
      the
      enforcement of any of the Secured Parties’ rights hereunder shall not be deemed
      to be the type of event which would trigger such conversion rights
      notwithstanding any provisions in the Organizational Documents or agreements
      to
      which any Debtor is subject or to which any Debtor is party.

    


    6.
       Defaults.
      The
      following events shall be “Events of Default”:

    


    (a)
      The
      occurrence of an Event of Default (as defined in the Notes) under the
      Notes;

    


    (b)
      Any
      representation or warranty of any Debtor in this Agreement shall prove to have
      been incorrect in any material respect when made;

    


    (c)
      The
      failure by any Debtor to observe or perform any of its obligations hereunder
      for
      five (5) days after delivery to such Debtor of notice of such failure by or
      on
      behalf of a Secured Party unless such default is capable of cure but cannot
      be
      cured within such time frame and such Debtor is using best efforts to cure
      same
      in a timely fashion; or

    


    (d)
      If
      any provision of this Agreement shall at any time for any reason be declared
      to
      be null and void, or the validity or enforceability thereof shall be contested
      by any Debtor, or a proceeding shall be commenced by any Debtor, or by any
      governmental authority having jurisdiction over any Debtor, seeking to establish
      the invalidity or unenforceability thereof, or any Debtor shall deny that any
      Debtor has any liability or obligation purported to be created under this
      Agreement.

    


     7.  Duty
      To Hold In Trust.
      

    


    (a) Upon
      the
      occurrence of any Event of Default and at any time thereafter, each Debtor
      shall, upon receipt of any revenue, income,
      dividend, interest
      or other
      sums subject to the Security Interest, whether payable pursuant to the Notes
      or
      otherwise, or of any check, draft, note, trade acceptance or other instrument
      evidencing an obligation to pay any such sum, hold the same in trust for the
      Secured Parties and shall forthwith endorse and transfer any such sums or
      instruments, or both, to the Secured Parties, pro-rata in proportion to their
      initial purchases of Notes for application to the satisfaction of the
      Obligations (and if any Note is not outstanding, pro-rata in proportion to
      the
      initial purchases of the remaining Notes). 

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          13

        
          

        

      

      
         

      

    

    (b) If
      any
      Debtor shall become entitled to receive or shall receive any securities or
      other
      property (including, without limitation, shares of Pledged Securities or
      instruments representing Pledged Securities acquired after the date hereof,
      or
      any options, warrants, rights or other similar property or certificates
      representing a dividend, or any distribution in connection with any
      recapitalization, reclassification or increase or reduction of capital, or
      issued in connection with any reorganization of such Debtor or any of its direct
      or indirect subsidiaries) in respect of the Pledged Securities (whether as
      an
      addition to, in substitution of, or in exchange for, such Pledged Securities
      or
      otherwise), such Debtor agrees to (i) accept the same as the agent of the
      Secured Parties; (ii) hold the same in trust on behalf of and for the benefit
      of
      the Secured Parties; and (iii) to deliver any and all certificates or
      instruments evidencing the same to the Secured Parties on or before the close
      of
      business on the fifth business day following the receipt thereof by such Debtor,
      in the exact form received together with the Necessary Endorsements, to be
      held
      by the Secured Parties subject to the terms of this Agreement as
      Collateral.

    


     8.  Rights
      and Remedies Upon Default.
      

    


    (a) Upon
      the
      occurrence of any Event of Default and at any time thereafter, the Secured
      Parties, acting through any agent appointed by them for such purpose, shall
      have
      the right to exercise all of the remedies conferred hereunder and under the
      Notes, and the Secured Parties shall have all the rights and remedies of a
      secured party under the UCC. Without limitation, the Secured Parties shall
      have
      the following rights and powers:

    


    (i)
      The
      Secured Parties shall have the right to take possession of the Collateral and,
      for that purpose, enter, with the aid and assistance of any person, any premises
      where the Collateral, or any part thereof, is or may be placed and remove the
      same, and each Debtor shall assemble the Collateral and make it available to
      the
      Secured Parties at places which the Secured Parties shall reasonably select,
      whether at such Debtor's premises or elsewhere, and make available to the
      Secured Parties, without rent, all of such Debtor’s respective premises and
      facilities for the purpose of the Secured Parties taking possession of, removing
      or putting the Collateral in saleable or disposable form.

    


    (ii) Upon
      notice to the Debtors by the Secured Parties, all rights of each Debtor to
      exercise the voting and other consensual rights which it would otherwise be
      entitled to exercise and all rights of each Debtor to receive the dividends
      and
      interest which it would otherwise be authorized to receive and retain, shall
      cease. Upon such notice, the Secured Parties shall have the right to receive
      any
      interest, cash dividends or other payments on the Collateral and, at the option
      oft, to exercise in such the Secured Parties’ discretion all voting rights
      pertaining thereto. Without limiting the generality of the foregoing, the
      Secured Parties shall have the right (but not the obligation) to exercise all
      rights with respect to the Collateral as it were the sole and absolute owners
      thereof, including, without limitation, to vote and/or to exchange, at its
      sole
      discretion, any or all of the Collateral in connection with a merger,
      reorganization, consolidation, recapitalization or other readjustment concerning
      or involving the Collateral or any Debtor or any of its direct or indirect
      subsidiaries.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          14

        
          

        

      

      
         

      

    

    (iii)
      The
      Secured Parties shall have the right to operate the business of each Debtor
      using the Collateral and shall have the right to assign, sell, lease or
      otherwise dispose of and deliver all or any part of the Collateral, at public
      or
      private sale or otherwise, either with or without special conditions or
      stipulations, for cash or on credit or for future delivery, in such parcel
      or
      parcels and at such time or times and at such place or places, and upon such
      terms and conditions as the Secured Parties may deem commercially reasonable,
      all without (except as shall be required by applicable statute and cannot be
      waived) advertisement or demand upon or notice to any Debtor or right of
      redemption of a Debtor, which are hereby expressly waived. Upon each such sale,
      lease, assignment or other transfer of Collateral, the Secured Parties may,
      unless prohibited by applicable law which cannot be waived, purchase all or
      any
      part of the Collateral being sold, free from and discharged of all trusts,
      claims, right of redemption and equities of any Debtor, which are hereby waived
      and released.

    


    (iv) The
      Secured Parties shall have the right (but not the obligation) to notify any
      account debtors and any obligors under instruments or accounts to make payments
      directly to the Secured Parties and to enforce the Debtors’ rights against such
      account debtors and obligors.

    


    (v) The
      Secured Parties may (but are not obligated to) direct any financial intermediary
      or any other person or entity holding any investment property to transfer the
      same to the Secured Parties or their designee.

    


    (vi) The
      Secured Parties may (but are not obligated to) transfer any or all Intellectual
      Property registered in the name of any Debtor at the United States Patent and
      Trademark Office and/or Copyright Office into the name of the Secured Parties
      or
      any designee or any purchaser of any Collateral.

    


    (b) The
      Secured Parties may comply with any applicable law in connection with a
      disposition of Collateral and such compliance will not be considered adversely
      to affect the commercial reasonableness of any sale of the Collateral. The
      Secured Parties may sell the Collateral without giving any warranties and may
      specifically disclaim such warranties. If the Secured Parties sells any of
      the
      Collateral on credit, the Debtors will only be credited with payments actually
      made by the purchaser. In addition, each Debtor waives any and all rights that
      it may have to a judicial hearing in advance of the enforcement of any of the
      Secured Parties’ rights and remedies hereunder, including, without limitation,
      its right following an Event of Default to take immediate possession of the
      Collateral and to exercise its rights and remedies with respect
      thereto.

     

    
      
         

      

      
        Exhibit
          10(a) - Page
          15

        
          

        

      

      
         

      

    

    (c) For
      the
      purpose of enabling the Secured Parties to further exercise rights and remedies
      under this Section 8 or elsewhere provided by agreement or applicable law,
      each
      Debtor hereby grants to the Secured Parties an irrevocable, nonexclusive license
      (exercisable without payment of royalty or other compensation to such Debtor)
      to
      use, license or sublicense following an Event of Default, any Intellectual
      Property now owned or hereafter acquired by such Debtor, and wherever the same
      may be located, and including in such license access to all media in which
      any
      of the licensed items may be recorded or stored and to all computer software
      and
      programs used for the compilation or printout thereof.

    


     9.  Applications
      of Proceeds.
      The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys’ fees and expenses incurred by the
      Secured Parties in enforcing their rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations pro rata among the Secured Parties (based on then-outstanding
      principal amounts of Notes at the time of any such determination), and to the
      payment of any other amounts required by applicable law, after which the Secured
      Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the
      sale, license or other disposition of the Collateral, the proceeds thereof
      are
      insufficient to pay all amounts to which the Secured Parties are legally
      entitled, the Debtors will be liable for the deficiency, together with interest
      thereon, at the rate of 18% per annum or the lesser amount permitted by
      applicable law (the “Default Rate”), and the reasonable fees of any attorneys
      employed by the Secured Parties to collect such deficiency. To the extent
      permitted by applicable law, each Debtor waives all claims, damages and demands
      against the Secured Parties arising out of the repossession, removal, retention
      or sale of the Collateral, unless due solely to the gross negligence or willful
      misconduct of the Secured Parties as determined by a final judgment (not subject
      to further appeal) of a court of competent jurisdiction.

    


    10. Securities
      Law Provision.
      Each
      Debtor recognizes that the Secured Parties may be limited in its ability to
      effect a sale to the public of all or part of the Pledged Securities by reason
      of certain prohibitions in the Securities Act of 1933, as amended, or other
      federal or state securities laws (collectively, the “Securities Laws”), and may
      be compelled to resort to one or more sales to a restricted group of purchasers
      who may be required to agree to acquire the Pledged Securities for their own
      account, for investment and not with a view to the distribution or resale
      thereof. Each Debtor agrees that sales so made may be at prices and on terms
      less favorable than if the Pledged Securities were sold to the public, and
      that
      the Secured Parties has no obligation to delay the sale of any Pledged
      Securities for the period of time necessary to register the Pledged Securities
      for sale to the public under the Securities Laws. Each Debtor shall cooperate
      with the Secured Parties in its attempt to satisfy any requirements under the
      Securities Laws (including, without limitation, registration thereunder if
      requested by the Secured Parties) applicable to the sale of the Pledged
      Securities by the Secured Parties.

     

    
      
         

      

      
        Exhibit
          10(a) - Page
          16

        
          

        

      

      
         

      

    

     11.  Costs
      and Expenses.
      Each
      Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses
      incurred in connection with any filing required hereunder, including without
      limitation, any financing statements pursuant to the UCC, continuation
      statements, partial releases and/or termination statements related thereto
      or
      any expenses of any searches reasonably required by the Secured Parties. The
      Debtors shall also pay all other claims and charges which in the reasonable
      opinion of the Secured Parties might prejudice, imperil or otherwise affect
      the
      Collateral or the Security Interest therein. The Debtors will also, upon demand,
      pay to the Secured Parties the amount of any and all reasonable expenses,
      including the reasonable fees and expenses of its counsel and of any experts
      and
      agents, which the Secured Parties may incur in connection with (i) the
      enforcement of this Agreement, (ii) the custody or preservation of, or the
      sale
      of, collection from, or other realization upon, any of the Collateral, or (iii)
      the exercise or enforcement of any of the rights of the Secured Parties under
      the Notes. Until so paid, any fees payable hereunder shall be added to the
      principal amount of the Notes and shall bear interest at the Default
      Rate.

    


     12.  Responsibility
      for Collateral.
      The
      Debtors assume all liabilities and responsibility in connection with all
      Collateral, and the Obligations shall in no way be affected or diminished by
      reason of the loss, destruction, damage or theft of any of the Collateral or
      its
      unavailability for any reason. Without limiting the generality of the foregoing,
      (a) no Secured Party (i) has any duty (either before or after an Event of
      Default) to collect any amounts in respect of the Collateral or to preserve
      any
      rights relating to the Collateral, or (ii) has any obligation to clean-up or
      otherwise prepare the Collateral for sale, and (b) each Debtor shall remain
      obligated and liable under each contract or agreement included in the Collateral
      to be observed or performed by such Debtor thereunder. No Secured Party shall
      have any obligation or liability under any such contract or agreement by reason
      of or arising out of this Agreement or the receipt by any Secured Party of
      any
      payment relating to any of the Collateral, nor shall the any Secured Party
      be
      obligated in any manner to perform any of the obligations of any Debtor under
      or
      pursuant to any such contract or agreement, to make inquiry as to the nature
      or
      sufficiency of any payment received by any Secured Party in respect of the
      Collateral or as to the sufficiency of any performance by any party under any
      such contract or agreement, to present or file any claim, to take any action
      to
      enforce any performance or to collect the payment of any amounts which may
      have
      been assigned to any Secured Party may be entitled at any time or
      times.

    


    13.  Security
      Interest Absolute.
      All
      rights of the Secured Parties and all obligations of the Debtors hereunder,
      shall be absolute and unconditional, irrespective of: (a) any lack of validity
      or enforceability of this Agreement, the Notes or any agreement entered into
      in
      connection with the foregoing, or any portion hereof or thereof; (b) any change
      in the time, manner or place of payment or performance of, or in any other
      term
      of, all or any of the Obligations, or any other amendment or waiver of or any
      consent to any departure from the Notes or any other agreement entered into
      in
      connection with the foregoing; (c) any exchange, release or nonperfection of
      any
      of the Collateral, or any release or amendment or waiver of or consent to
      departure from any other collateral for, or any guaranty, or any other security,
      for all or any of the Obligations; (d) any action by the Secured Parties to
      obtain, adjust, settle and cancel in its sole discretion any insurance claims
      or
      matters made or arising in connection with the Collateral; or (e) any other
      circumstance which might otherwise constitute any legal or equitable defense
      available to a Debtor, or a discharge of all or any part of the Security
      Interest granted hereby. Until the Obligations shall have been paid and
      performed in full, the rights of the Secured Parties shall continue even if
      the
      Obligations are barred for any reason, including, without limitation, the
      running of the statute of limitations or bankruptcy. Each Debtor expressly
      waives presentment, protest, notice of protest, demand, notice of nonpayment
      and
      demand for performance. In the event that at any time any transfer of any
      Collateral or any payment received by the Secured Parties hereunder shall be
      deemed by final order of a court of competent jurisdiction to have been a
      voidable preference or fraudulent conveyance under the bankruptcy or insolvency
      laws of the United States, or shall be deemed to be otherwise due to any party
      other than the Secured Parties, then, in any such event, each Debtor’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. Each Debtor waives all
      right
      to require the Secured Parties to proceed against any other person or
entity
      or
to
      apply
      any Collateral which the Secured Parties may hold at any time, or to marshal
      assets, or to pursue any other remedy. Each Debtor waives any defense arising
      by
      reason of the application of the statute of limitations to any obligation
      secured hereby.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          17

        
          

        

      

      
         

      

    

     14.
       Term
      of Agreement.
      This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Notes have been indefeasibly paid in full and all other
      Obligations have been paid or discharged; provided, however, that all
      indemnities of the Debtors contained in this Agreement shall survive and remain
      operative and in full force and effect regardless of the termination of this
      Agreement.

    


    15.
       Power
      of Attorney; Further Assurances.

    


    (a)
       Each
      Debtor authorizes the Secured Parties, and does hereby make, constitute and
      appoint the Secured Parties and their respective officers, agents, successors
      or
      assigns with full power of substitution, as such Debtor’s true and lawful
      attorney-in-fact, with power, in the name of the various Secured Parties or
      such
      Debtor, to, after the occurrence and during the continuance of an Event of
      Default, (i) endorse any note, checks, drafts, money orders or other instruments
      of payment (including payments payable under or in respect of any policy of
      insurance) in respect of the Collateral that may come into possession of the
      Secured Parties; (ii) to sign and endorse any financing statement pursuant
      to
      the UCC or any invoice, freight or express bill, bill of lading, storage or
      warehouse receipts, drafts against debtors, assignments, verifications and
      notices in connection with accounts, and other documents relating to the
      Collateral; (iii) to pay or discharge taxes, liens, security interests or other
      encumbrances at any time levied or placed on or threatened against the
      Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue
      for
      monies due in respect of the Collateral; (v) to transfer any Intellectual
      Property or provide licenses respecting any Intellectual Property; and (vi)
      generally, at the option of the Secured Parties, and at the expense of the
      Debtors, at any time, or from time to time, to execute and deliver any and
      all
      documents and instruments and to do all acts and things which the Secured
      Parties deem necessary to protect, preserve and realize upon the Collateral
      and
      the Security Interest granted therein in order to effect the intent of this
      Agreement and the Notes all as fully and effectually as the Debtors might or
      could do; and each Debtor hereby ratifies all that said attorney shall lawfully
      do or cause to be done by virtue hereof. This power of attorney is coupled
      with
      an interest and shall be irrevocable for the term of this Agreement and
      thereafter as long as any of the Obligations shall be outstanding. The
      designation set forth herein shall be deemed to amend and supersede any
      inconsistent provision in the Organizational Documents or other documents or
      agreements to which any Debtor is subject or to which any Debtor is a party.
      Without
      limiting the generality of the foregoing, after the occurrence and during the
      continuance of an Event of Default, each Secured Party is specifically
      authorized to execute and file any applications for or instruments of transfer
      and assignment of any patents, trademarks, copyrights or other Intellectual
      Property with the United States Patent and Trademark Office and the United
      States Copyright Office.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          18

        
          

        

      

      
         

      

    

    (b)
       On
      a
      continuing basis, each Debtor will make, execute, acknowledge, deliver, file
      and
      record, as the case may be, with the proper filing and recording agencies in
      any
      jurisdiction, including, without limitation, the jurisdictions indicated on
      Schedule C attached hereto, all such instruments, and take all such action
      as
      may reasonably be deemed necessary or advisable, or as reasonably requested
      by
      the Secured Parties, to perfect the Security Interest granted hereunder and
      otherwise to carry out the intent and purposes of this Agreement, or for
      assuring and confirming to the Secured Parties the grant or perfection of a
      perfected security interest in all the Collateral under the UCC.

    


    (c)
       Each
      Debtor hereby irrevocably appoints the Secured Parties as such Debtor’s
      attorney-in-fact, with full authority in the place and instead of such Debtor
      and in the name of such Debtor, from time to time in the Secured Parties’
discretion, to take any action and to execute any instrument which the Secured
      Parties may deem necessary or advisable to accomplish the purposes of this
      Agreement, including the filing, in its sole discretion, of one or more
      financing or continuation statements and amendments thereto, relative to any
      of
      the Collateral without the signature of such Debtor where permitted by law,
      which financing statements may (but need not) describe the Collateral as “all
      assets” or “all personal property” or words of like import, and ratifies all
      such actions taken by the Secured Parties. This power of attorney is coupled
      with an interest and shall be irrevocable for the term of this Agreement and
      thereafter as long as any of the Obligations shall be outstanding.

    


     16.  Notices.
      All
      notices, requests, demands and other communications hereunder shall be subject
      to the notice provision of the Purchase Agreement (as such term is defined
      in
      the Notes).

    


     17.  Other
      Security.
      To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Collateral or by the guarantee, endorsement or property of any other person,
      firm, corporation or other entity, then the Secured Parties shall have the
      right, in its sole discretion, to pursue, relinquish, subordinate, modify or
      take any other action with respect thereto, without in any way modifying or
      affecting any of the Secured Parties’ rights and remedies
      hereunder.

    


    18.  
      RESERVED.

     

    
      
         

      

      
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          10(a) - Page
          19

        
          

        

      

      
         

      

    

     19.  Miscellaneous.

    


    (a)
       No
      course
      of dealing between the Debtors and the Secured Parties, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Parties,
      any
      right, power or privilege hereunder or under the Notes shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or
      privilege hereunder or thereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or privilege.

    


    (b)
       All
      of
      the rights and remedies of the Secured Parties with respect to the Collateral,
      whether established hereby or by the Notes or by any other agreements,
      instruments or documents or by law shall be cumulative and may be exercised
      singly or concurrently.

    


    (c)
       This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and is intended to supersede all prior negotiations,
      understandings and agreements with respect thereto. Except as specifically
      set
      forth in this Agreement, no provision of this Agreement may be modified or
      amended except by a written agreement specifically referring to this Agreement
      and signed by the parties hereto.

    


    (d)
       In
      the
      event any provision of this Agreement is held to be invalid, prohibited or
      unenforceable in any jurisdiction for any reason, unless such provision is
      narrowed by judicial construction, this Agreement shall, as to such
      jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.

    


    (e)
       No
      waiver
      of any breach or default or any right under this Agreement shall be considered
      valid unless in writing and signed by the party giving such waiver, and no
      such
      waiver shall be deemed a waiver of any subsequent breach or default or right,
      whether of the same or similar nature or otherwise.

    


    (f)
      This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and its successors and assigns.

    


    (g)
       Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          20

        
          

        

      

      
         

      

    

    (h)
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each Debtor agrees that all proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and the Notes (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      partners, members, employees or agents) shall be commenced exclusively in the
      state and federal courts sitting in the City of New York, Borough of Manhattan.
      Each Debtor hereby irrevocably submits to the exclusive jurisdiction of the
      state and federal courts sitting in the City of New York, Borough of Manhattan
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such proceeding
      is improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such proceeding by mailing
      a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. Each party hereto hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. If any party shall commence a proceeding to enforce any
      provisions of this Agreement, then the prevailing party in such proceeding
      shall
      be reimbursed by the other party for its reasonable attorney’s fees and other
      costs and expenses incurred with the investigation, preparation and prosecution
      of such proceeding.

    


    (i)
       This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j) All
      Debtors shall jointly and severally be liable for the obligations of each Debtor
      to the Secured Parties hereunder.

    


    (k) Each
      Debtor shall indemnify, reimburse and hold harmless the Secured Parties and
      their respective partners, members, shareholders, officers, directors, employees
      and agents (collectively, “Indemnitees”) from and against any and all losses,
      claims, liabilities, damages, penalties, suits, costs and expenses, of any
      kind
      or nature, (including fees relating to the cost of investigating and defending
      any of the foregoing) imposed on, incurred by or asserted against such
      Indemnitee in any way related to or arising from or alleged to arise from this
      Agreement or the Collateral, except any such losses, claims, liabilities,
      damages, penalties, suits, costs and expenses which result from the gross
      negligence or willful misconduct of the Indemnitee as determined by a final,
      nonappealable decision of a court of competent jurisdiction. This
      indemnification provision is in addition to, and not in limitation of, any
      other
      indemnification provision in the Notes, the Purchase Agreement (as such term
      is
      defined in the Notes) or any other agreement, instrument or other document
      executed or delivered in connection herewith or therewith.

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          21

        
          

        

      

      
         

      

    

    (l) Nothing
      in this Agreement shall be construed to subject any Secured Party to liability
      as a partner in any Debtor or any if its direct or indirect subsidiaries that
      is
      a partnership or as a member in any Debtor or any of its direct or indirect
      subsidiaries that is a limited liability company, nor any Secured Party be
      deemed to have assumed any obligations under any partnership agreement or
      limited liability company agreement, as applicable, of any such Debtor or any
      if
      its direct or indirect subsidiaries or otherwise, unless and until any such
      Secured Party exercises its right to be substituted for such Debtor as a partner
      or member, as applicable, pursuant hereto.

    


    (m)
       To
      the
      extent that the grant of the security interest in the Collateral and the
      enforcement of the terms hereof require the consent, approval or action of
      any
      partner or member, as applicable, of any Debtor or any direct or indirect
      subsidiary of any Debtor or compliance with any provisions of any of the
      Organizational Documents, the Debtors hereby grant such consent and approval
      and
      waive any such noncompliance with the terms of said documents.

    


    [SIGNATURE
      PAGES FOLLOW]

     

    
 

    
      
         

      

      
        Exhibit
          10(a) - Page
          22

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Security
      Agreement to be duly executed on the day and year first above
      written.

    


    


    
      	
              KNOBIAS,
                INC.

               

               

              By:_________________________________

              Name:
                

              Title:

               

               

            
	
              Subsidiary
                

               

               

              By:_________________________________

              Name:
                

              Title:
                

               

               

              Subsidiary

               

               

              By:_________________________________

              Name:
                

              Title:

               

               

              Subsidiary
                

               

               

              By:_________________________________

              Name:
                

              Title:
                

            


    

    


    
      
         

      

      
        Exhibit
          10(a) - Page
          23

        
          

        

      

      
         

      

    

    
 

    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

     

     

     

     

    
 

    
      
         

      

      
        a)
          - Page 24

        
          

        

      

      
         

      

    

    [SIGNATURE
      PAGE OF HOLDERS TO KNOBIAS
      SA]

     

    Name
      of
      Investing Entity: __________________________

    Signature
      of Authorized Signatory of Investing entity:
      _________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

    


    

 

    
      
         

      

      
        Exhibit
          10(a) - Page
          25