<PAGE>

                                                                    Exhibit 10.2

================================================================================

                               SECURITY AGREEMENT

                                       By

                                 NAVISITE, INC.,
                                   as Borrower

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                       acting through its New York Agency,
                               as Collateral Agent

                                   ----------

                            Dated as of June 8, 2007

================================================================================

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                                TABLE OF CONTENTS

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PREAMBLE.................................................................      1
RECITALS.................................................................      1
AGREEMENT................................................................      2

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.   DEFINITIONS...............................................      2
SECTION 1.2.   INTERPRETATION............................................      9
SECTION 1.3.   RESOLUTION OF DRAFTING AMBIGUITIES........................      9
SECTION 1.4.   PERFECTION CERTIFICATE....................................      9

                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1.   GRANT OF SECURITY INTEREST................................      9
SECTION 2.2.   FILINGS...................................................     10

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL

SECTION 3.1.   DELIVERY OF CERTIFICATED SECURITIES COLLATERAL............     11
SECTION 3.2.   PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL........     11
SECTION 3.3.   FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF
                  PERFECTED SECURITY INTEREST............................     12
SECTION 3.4.   OTHER ACTIONS.............................................     12
SECTION 3.5.   JOINDER OF ADDITIONAL GUARANTORS..........................     15
SECTION 3.6.   SUPPLEMENTS; FURTHER ASSURANCES...........................     16

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.1.   TITLE.....................................................     17
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                                       -i-
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SECTION 4.2.   VALIDITY OF SECURITY INTEREST.............................     17
SECTION 4.3.   DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL..     17
SECTION 4.4.   OTHER FINANCING STATEMENTS................................     17
SECTION 4.5.   LOCATION OF INVENTORY AND EQUIPMENT.......................     18
SECTION 4.6.   DUE AUTHORIZATION AND ISSUANCE............................     18
SECTION 4.7.   CONSENTS, ETC.............................................     18
SECTION 4.8.   PLEDGED COLLATERAL........................................     18
SECTION 4.9.   INSURANCE.................................................     18

                                    ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1.   PLEDGE OF ADDITIONAL SECURITIES COLLATERAL................     19
SECTION 5.2.   VOTING RIGHTS; DISTRIBUTIONS; ETC.........................     19
SECTION 5.3.   DEFAULTS, ETC.............................................     20
SECTION 5.4.   CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF
                  EQUITY INTERESTS.......................................     21

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

SECTION 6.1.   GRANT OF INTELLECTUAL PROPERTY LICENSE....................     21
SECTION 6.2.   PROTECTION OF COLLATERAL AGENT'S SECURITY.................     21
SECTION 6.3.   AFTER-ACQUIRED PROPERTY...................................     22
SECTION 6.4.   LITIGATION................................................     22

                                   ARTICLE VII

                    CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1.   MAINTENANCE OF RECORDS....................................     23
SECTION 7.2.   LEGEND....................................................     23
SECTION 7.3.   MODIFICATION OF TERMS, ETC................................     23
SECTION 7.4.   COLLECTION................................................     24

                                  ARTICLE VIII

                                    TRANSFERS

SECTION 8.1.   TRANSFERS OF PLEDGED COLLATERAL...........................     24
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                                      -ii-
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                                   ARTICLE IX

                                    REMEDIES

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SECTION 9.1.   REMEDIES..................................................     24
SECTION 9.2.   NOTICE OF SALE............................................     26
SECTION 9.3.   WAIVER OF NOTICE AND CLAIMS...............................     26
SECTION 9.4.   CERTAIN SALES OF PLEDGED COLLATERAL.......................     27
SECTION 9.5.   NO WAIVER; CUMULATIVE REMEDIES............................     28
SECTION 9.6.   CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL
                  PROPERTY...............................................     29

                                    ARTICLE X

                             APPLICATION OF PROCEEDS

SECTION 10.1.  APPLICATION OF PROCEEDS...................................     29

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1.  CONCERNING COLLATERAL AGENT...............................     29
SECTION 11.2.  COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED
                  ATTORNEY-IN-FACT.......................................     31
SECTION 11.3.  CONTINUING SECURITY INTEREST; ASSIGNMENT..................     31
SECTION 11.4.  TERMINATION; RELEASE......................................     32
SECTION 11.5.  MODIFICATION IN WRITING...................................     32
SECTION 11.6.  NOTICES...................................................     33
SECTION 11.7.  GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF
                  PROCESS; WAIVER OF JURY TRIAL..........................     33
SECTION 11.8.  SEVERABILITY OF PROVISIONS................................     33
SECTION 11.9.  EXECUTION IN COUNTERPARTS.................................     33
SECTION 11.10. BUSINESS DAYS.............................................     33
SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION..............     33
SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT........................     33
SECTION 11.13. NO RELEASE................................................     34
SECTION 11.14. OBLIGATIONS ABSOLUTE......................................     34
SIGNATURES...............................................................    S-1

EXHIBIT 1   Form of Issuer's Acknowledgment
EXHIBIT 2   Form of Securities Pledge Amendment
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                                      -iii-
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EXHIBIT 3   Form of Joinder Agreement
EXHIBIT 4   Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5   Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6   Form of Copyright Security Agreement
EXHIBIT 7   Form of Patent Security Agreement
EXHIBIT 8   Form of Trademark Security Agreement
EXHIBIT 9   Form of Bailee's Letter
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                                      -iv-
<PAGE>

                               SECURITY AGREEMENT

          This SECURITY AGREEMENT dated as of June 8, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time in accordance
with the provisions hereof, this "Agreement") made by NAVISITE, INC., a Delaware
Corporation (the "Borrower"), and the Guarantors from time to time party hereto
(the "Guarantors"), as pledgors, assignors and debtors (the Borrower, together
with the Guarantors, in such capacities and together with any successors in such
capacities, the "Pledgors," and each, a "Pledgor"), in favor of CANADIAN
IMPERIAL BANK OF COMMERCE, acting through its New York Agency in its capacity as
collateral agent pursuant to the Credit Agreement (as hereinafter defined), as
pledgee, assignee and secured party (in such capacities and together with any
successors in such capacities, the "Collateral Agent").

                                    RECITALS:

          A. The Borrower, the Guarantors, the Collateral Agent and the lending
institutions listed therein have, in connection with the execution and delivery
of this Agreement, entered into that certain credit agreement, dated as of June
8, 2007 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; which term shall also include and
refer to any increase in the amount of indebtedness under the Credit Agreement
and any refinancing or replacement of the Credit Agreement (whether under a bank
facility, securities offering or otherwise) or one or more successor or
replacement facilities whether or not with a different group of agents or
lenders (whether under a bank facility, securities offering or otherwise) and
whether or not with different obligors upon the Administrative Agent's
acknowledgment of the termination of the predecessor Credit Agreement).

          B. Each Guarantor has, pursuant to the Credit Agreement,
unconditionally guaranteed the Secured Obligations.

          C. The Borrower and each Guarantor will receive substantial benefits
from the execution, delivery and performance of the obligations under the Credit
Agreement and the other Loan Documents and each is, therefore, willing to enter
into this Agreement.

          D. This Agreement is given by each Pledgor in favor of the Collateral
Agent for the benefit of the Secured Parties (as hereinafter defined) to secure
the payment and performance of all of the Secured Obligations.

          F. It is a condition to (i) the obligations of the Lenders to make the
Loans under the Credit Agreement (ii) the obligations of the Issuing Bank to
issue Letters of Credit and (iii) the performance of the obligations of the
Secured Parties under Hedging Agreements and Treasury Services Agreements that
constitute Secured Obligations that each Pledgor execute and deliver the
applicable Loan Documents, including this Agreement.

<PAGE>

                                       -2-


                                   AGREEMENT:

          NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

          SECTION 1.1. Definitions.

          (a) Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC; provided that in any event, the following
terms shall have the meanings assigned to them in the UCC:

          "Accounts"; "Bank"; "Chattel Paper"; "Commercial Tort Claim";
"Commodity Account"; "Commodity Contract"; "Commodity Intermediary";
"Documents"; "Electronic Chattel Paper"; "Entitlement Order"; "Equipment";
"Financial Asset"; "Fixtures"; "Goods", "Inventory"; "Letter-of-Credit Rights";
"Letters of Credit"; "Money"; "Payment Intangibles"; "Proceeds"; " Records";
"Securities Account"; "Securities Intermediary"; "Security Entitlement";
"Supporting Obligations"; and "Tangible Chattel Paper."

          (b) Terms used but not otherwise defined herein that are defined in
the Credit Agreement shall have the meanings given to them in the Credit
Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein
mutatis mutandis.

          (c) The following terms shall have the following meanings:

          "Account Debtor" shall mean each person who is obligated on a
Receivable or Supporting Obligation related thereto.

          "Agreement" shall have the meaning assigned to such term in the
Preamble hereof.

          "Bailee Letter" shall be an agreement in form substantially similar to
Exhibit 9 hereto.

          "Borrower" shall have the meaning assigned to such term in the
Preamble hereof.

          "Collateral Agent" shall have the meaning assigned to such term in the
Preamble hereof.

<PAGE>

                                      -3-


          "Collateral Support" shall mean all property (real or personal)
assigned, hypothecated or otherwise securing any Pledged Collateral and shall
include any security agreement or other agreement granting a lien or security
interest in such real or personal property.

          "Commodity Account Control Agreement" shall mean a control agreement
in a form that is reasonably satisfactory to the Administrative Agent
establishing the Collateral Agent's Control with respect to any Commodity
Account.

          "Contracts" shall mean, collectively, with respect to each Pledgor,
all sale, service, performance, equipment or property lease contracts,
agreements and grants and all other contracts, agreements or grants (in each
case, whether written or oral, or third party or intercompany), between such
Pledgor and any third party, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.

          "Control" shall mean (i) in the case of each Deposit Account,
"control," as such term is defined in Section 9-104 of the UCC, (ii) in the case
of any Security Entitlement, "control," as such term is defined in Section 8-106
of the UCC, and (iii) in the case of any Commodity Contract, "control," as such
term is defined in Section 9-106 of the UCC.

          "Control Agreements" shall mean, collectively, the Deposit Account
Control Agreement, the Securities Account Control Agreement and the Commodity
Account Control Agreement.

          "Copyrights" shall mean, collectively, with respect to each Pledgor,
all copyrights (whether statutory or common law, whether established or
registered in the United States or any other country or any political
subdivision thereof, whether registered or unregistered and whether published or
unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor's use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof and
amendments thereto, (iii) income, fees, royalties, damages, claims and payments
now or hereafter due and/or payable with respect thereto, including damages and
payments for past, present or future infringements thereof, (iv) rights
corresponding thereto throughout the world and (v) rights to sue for past,
present or future infringements thereof.

          "Copyright Security Agreement" shall mean an agreement substantially
in the form of Exhibit 6 hereto.

          "Credit Agreement" shall have the meaning assigned to such term in
Recital A hereof.

          "Deposit Account Control Agreement" shall mean an agreement
substantially in the form of Exhibit 5 hereto or such other form that is
reasonably satisfactory to the Collateral Agent establishing the Collateral
Agent's Control with respect to any Deposit Account.

<PAGE>

                                       -4-


          "Deposit Accounts" shall mean, collectively, with respect to each
Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and in
any event shall include the LC Account and all accounts and sub-accounts
relating to any of the foregoing accounts and (ii) all cash, funds, checks,
notes and instruments from time to time on deposit in any of the accounts or
sub-accounts described in clause (i) of this definition.

          "Distributions" shall mean, collectively, with respect to each
Pledgor, all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and
other property, interests (debt or equity) or proceeds, including as a result of
a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to
such Pledgor in respect of or in exchange for any or all of the Pledged
Securities or Intercompany Notes.

          "Excluded Property" shall mean

          (a) any permit or license issued by a Governmental Authority to any
     Pledgor or any agreement to which any Pledgor is a party, in each case,
     only to the extent and for so long as the terms of such permit, license or
     agreement or any Requirement of Law applicable thereto, validly prohibit
     the creation by such Pledgor of a security interest in such permit, license
     or agreement in favor of the Collateral Agent (after giving effect to
     Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor
     provision or provisions) or any other applicable law (including the
     Bankruptcy Code) or principles of equity);

          (b) Equipment owned by any Pledgor on the date hereof or hereafter
     acquired that is subject to a Lien securing a Purchase Money Obligation or
     Capital Lease Obligation permitted to be incurred pursuant to the
     provisions of the Credit Agreement if the contract or other agreement in
     which such Lien is granted (or the documentation providing for such
     Purchase Money Obligation or Capital Lease Obligation) validly prohibits
     the creation of any other Lien on such Equipment; and

          (c) any intent-to-use trademark application to the extent and for so
     long as creation by a Pledgor of a security interest therein would result
     in the loss by such Pledgor of any material rights therein;

provided, however, that Excluded Property shall not include any Proceeds,
substitutions or replacements of any Excluded Property referred to in clause
(a), (b) or (c) (unless such Proceeds, substitutions or replacements would
constitute Excluded Property referred to in clause (a), (b) or (c)).

          "General Intangibles" shall mean, collectively, with respect to each
Pledgor, all "general intangibles," as such term is defined in the UCC, of such
Pledgor and, in any event, shall include (i) all of such Pledgor's rights, title
and interest in, to and under all Contracts and insurance policies (including
all rights and remedies relating to monetary damages, including indemnification
rights and remedies, and claims for damages or other relief pursuant to or in
respect

<PAGE>

                                       -5-


of any Contract), (ii) all know-how and warranties relating to any of the
Pledged Collateral or the Mortgaged Property, (iii) any and all other rights,
claims, choses-in-action and causes of action of such Pledgor against any other
person and the benefits of any and all collateral or other security given by any
other person in connection therewith, (iv) all guarantees, endorsements and
indemnifications on, or of, any of the Pledged Collateral or any of the
Mortgaged Property, (v) all lists, books, records, correspondence, ledgers,
printouts, files (whether in printed form or stored electronically), tapes and
other papers or materials containing information relating to any of the Pledged
Collateral or any of the Mortgaged Property, including all customer or tenant
lists, identification of suppliers, data, plans, blueprints, specifications,
designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering
reports, test reports, manuals, standards, processing standards, performance
standards, catalogs, research data, computer and automatic machinery software
and programs and the like, field repair data, accounting information pertaining
to such Pledgor's operations or any of the Pledged Collateral or any of the
Mortgaged Property and all media in which or on which any of the information or
knowledge or data or records may be recorded or stored and all computer programs
used for the compilation or printout of such information, knowledge, records or
data, (vi) all licenses, consents, permits, variances, certifications,
authorizations and approvals, however characterized, now or hereafter acquired
or held by such Pledgor, including building permits, certificates of occupancy,
environmental certificates, industrial permits or licenses and certificates of
operation and (vii) all rights to reserves, deferred payments, deposits,
refunds, indemnification of claims and claims for tax or other refunds against
any Governmental Authority.

          "Goodwill" shall mean, collectively, with respect to each Pledgor, the
goodwill connected with such Pledgor's business including all goodwill connected
with (i) the use of and symbolized by any Trademark or Intellectual Property
License with respect to any Trademark in which such Pledgor has any interest,
(ii) all know-how, trade secrets, customer and supplier lists, proprietary
information, inventions, methods, procedures, formulae, descriptions,
compositions, technical data, drawings, specifications, name plates, catalogs,
confidential information and the right to limit the use or disclosure thereof by
any person, pricing and cost information, business and marketing plans and
proposals, consulting agreements, engineering contracts and such other assets
which relate to such goodwill and (iii) all product lines of such Pledgor's
business.

          "Guarantors" shall have the meaning assigned to such term in the
Preamble hereof.

          "Instruments" shall mean, collectively, with respect to each Pledgor,
all "instruments," as such term is defined in Article 9, rather than Article 3,
of the UCC, and shall include all promissory notes, drafts, bills of exchange or
acceptances.

          "Intellectual Property Collateral" shall mean, collectively, the
Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

          "Intellectual Property Licenses" shall mean, collectively, with
respect to each Pledgor, all license and distribution agreements with, and
covenants not to sue, any other party with respect to any Patent, Trademark or
Copyright or any other patent, trademark or copyright,

<PAGE>

                                       -6-


whether such Pledgor is a licensor or licensee, distributor or distributee under
any such license or distribution agreement, together with any and all (i)
renewals, extensions, supplements and continuations thereof, (ii) income, fees,
royalties, damages, claims and payments now and hereafter due and/or payable
thereunder and with respect thereto including damages and payments for past,
present or future infringements or violations thereof, (iii) rights to sue for
past, present and future infringements or violations thereof and (iv) other
rights to use, exploit or practice any or all of the Patents, Trademarks or
Copyrights or any other patent, trademark or copyright.

          "Intercompany Notes" shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 11 to the Perfection Certificate and
intercompany notes hereafter acquired by such Pledgor and all certificates,
instruments or agreements evidencing such intercompany notes, and all
assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

          "Investment Property" shall mean a security, whether certificated or
uncertificated, Security Entitlement, Securities Account, Commodity Contract or
Commodity Account, excluding, however, the Securities Collateral.

          "Joinder Agreement" shall mean an agreement substantially in the form
of Exhibit 3 hereto.

          "LC Account" shall mean any account established and maintained in
accordance with the provisions of Section 2.18(i) of the Credit Agreement and
all property from time to time on deposit in such LC Account.

          "Material Intellectual Property Collateral" shall mean any
Intellectual Property Collateral that is material (i) to the use and operation
of the Pledged Collateral or Mortgaged Property or (ii) to the business, results
of operations, prospects or condition, financial or otherwise, of any Pledgor.

          "Mortgaged Property" shall have the meaning assigned to such term in
the Mortgages.

          "Patents" shall mean, collectively, with respect to each Pledgor, all
patents issued or assigned to, and all patent applications and registrations
made by, such Pledgor (whether established or registered or recorded in the
United States or any other country or any political subdivision thereof),
together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor's use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof and
amendments thereto, (iv) income, fees, royalties, damages, claims and payments
now or hereafter due and/or payable thereunder and with respect thereto
including damages and payments for past, present or future infringements
thereof, (v) rights corresponding thereto throughout the world and (vi) rights
to sue for past, present or future infringements thereof.

<PAGE>

                                       -7-


          "Patent Security Agreement" shall mean an agreement substantially in
the form of Exhibit 7 hereto.

          "Perfection Certificate" shall mean that certain perfection
certificate dated June 8, 2007, executed and delivered by each Pledgor in favor
of the Collateral Agent for the benefit of the Secured Parties, and each other
Perfection Certificate (which shall be in form and substance reasonably
acceptable to the Collateral Agent) executed and delivered by the applicable
Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder
Agreement executed in accordance with Section 3.5 hereof, in each case, as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the Credit Agreement or upon the request of
the Collateral Agent.

          "Pledge Amendment" shall have the meaning assigned to such term in
Section 5.1 hereof.

          "Pledged Collateral" shall have the meaning assigned to such term in
Section 2.1 hereof.

          "Pledged Securities" shall mean, collectively, with respect to each
Pledgor, (i) all issued and outstanding Equity Interests of each issuer set
forth on Schedules 10(a) and 10(b) to the Perfection Certificate as being owned
by such Pledgor and all options, warrants, rights, agreements and additional
Equity Interests of whatever class of any such issuer acquired by such Pledgor
(including by issuance), together with all rights, privileges, authority and
powers of such Pledgor relating to such Equity Interests in each such issuer or
under any Organizational Document of each such issuer, and the certificates,
instruments and agreements representing such Equity Interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such Equity Interests, (ii) all Equity Interests of
any issuer, which Equity Interests are hereafter acquired by such Pledgor
(including by issuance) and all options, warrants, rights, agreements and
additional Equity Interests of whatever class of any such issuer acquired by
such Pledgor (including by issuance), together with all rights, privileges,
authority and powers of such Pledgor relating to such Equity Interests or under
any Organizational Document of any such issuer, and the certificates,
instruments and agreements representing such Equity Interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such Equity Interests, from time to time acquired by
such Pledgor in any manner, and (iii) all Equity Interests issued in respect of
the Equity Interests referred to in clause (i) or (ii) upon any consolidation or
merger of any issuer of such Equity Interests; provided, however, that Pledged
Securities shall not include any Equity Interests which are not required to be
pledged pursuant to Section 5.11(b) of the Credit Agreement.

          "Pledgor" shall have the meaning assigned to such term in the Preamble
hereof.

          "Receivables" shall mean all (i) Accounts, (ii) Chattel Paper, (iii)
Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all
other rights to payment, whether or not earned by performance, for goods or
other property sold, leased, licensed, assigned or otherwise

<PAGE>

                                      -8-


disposed of, or services rendered or to be rendered, regardless of how
classified under the UCC together with all of Pledgors' rights, if any, in any
goods or other property giving rise to such right to payment and all Collateral
Support and Supporting Obligations related thereto and all Records relating
thereto.

          "Secured Parties" shall mean, collectively, the Administrative Agent,
the Collateral Agent, each other Agent, the Lenders and each party to a Hedging
Agreement or a Treasury Services Agreement if at the date of entering into such
Hedging Agreement or Treasury Services Agreement such person was a Lender or an
Affiliate of a Lender and such person executes and delivers to the
Administrative Agent a letter agreement in form and substance acceptable to the
Administrative Agent pursuant to which such person (i) appoints the Collateral
Agent as its agent under the applicable Loan Documents and (ii) agrees to be
bound by the provisions of Sections 9.03, 10.03 and 10.09 of the Credit
Agreement.

          "Securities Account Control Agreement" shall mean an agreement
substantially in the form of Exhibit 4 hereto or such other form that is
reasonably satisfactory to the Collateral Agent establishing the Collateral
Agent's Control with respect to any Securities Account.

          "Securities Collateral" shall mean, collectively, the Pledged
Securities, the Intercompany Notes and the Distributions.

          "Trademarks" shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks,
trade dress, uniform resource locations (URL's), domain names, corporate names
and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof and amendments thereto, (iii) income, fees,
royalties, damages and payments now and hereafter due and/or payable thereunder
and with respect thereto, including damages, claims and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present and future
infringements thereof.

          "Trademark Security Agreement" shall mean an agreement substantially
in the form of Exhibit 8 hereto.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, however, that, at any time, if by
reason of mandatory provisions of law, any or all of the perfection or priority
of the Collateral Agent's and the Secured Parties' security interest in any item
or portion of the Pledged Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term "UCC"
shall mean the Uniform Commercial Code as in effect, at such time, in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or priority and for purposes of definitions relating to such provisions.

<PAGE>

                                       -9-


          SECTION 1.2. Interpretation. The rules of interpretation specified in
the Credit Agreement (including Section 1.03 thereof) shall be applicable to
this Agreement.

          SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the
interpretation hereof.

          SECTION 1.4. Perfection Certificate. The Collateral Agent and each
Secured Party agree that the Perfection Certificate and all descriptions of
Pledged Collateral, schedules, amendments and supplements thereto are and shall
at all times remain a part of this Agreement.

                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS

          SECTION 2.1. Grant of Security Interest. As collateral security for
the payment and performance in full of all the Secured Obligations, each Pledgor
hereby pledges and grants to the Collateral Agent for the benefit of the Secured
Parties, a lien on and security interest in all of the right, title and interest
of such Pledgor in, to and under the following property, wherever located, and
whether now existing or hereafter arising or acquired from time to time
(collectively, the "Pledged Collateral"):

          (i)  all Accounts;

          (ii) all Equipment, Goods, Inventory and Fixtures;

          (iii) all Documents, Instruments and Chattel Paper;

          (iv) all Letters of Credit and Letter-of-Credit Rights;

          (v)  all Securities Collateral;

          (vi) all Investment Property;

          (vii) all Intellectual Property Collateral;

          (viii) the Commercial Tort Claims described on Schedule 13 to the
               Perfection Certificate;

          (ix) all General Intangibles;

          (x)  all Money and all Deposit Accounts;

<PAGE>

                                      -10-


          (xi) all Supporting Obligations;

          (xii) all books and records relating to the Pledged Collateral; and

          (xiii) to the extent not covered by clauses (i) through (xii) of this
               sentence, all other personal property of such Pledgor, whether
               tangible or intangible, and all Proceeds and products of each of
               the foregoing and all accessions to, substitutions and
               replacements for, and rents, profits and products of, each of the
               foregoing, any and all Proceeds of any insurance, indemnity,
               warranty or guaranty payable to such Pledgor from time to time
               with respect to any of the foregoing.

          Notwithstanding anything to the contrary contained in clauses (i)
through (xiii) above, the security interest created by this Agreement shall not
extend to, and the term "Pledged Collateral" shall not include, any Excluded
Property and (i) the Pledgors shall from time to time at the request of the
Collateral Agent give written notice to the Collateral Agent identifying in
reasonable detail the Excluded Property and shall provide to the Collateral
Agent such other information regarding the Excluded Property as the Collateral
Agent may reasonably request and (ii) from and after the Closing Date, no
Pledgor shall permit to become effective in any document creating, governing or
providing for any permit, license or agreement a provision that would prohibit
the creation of a Lien on such permit, license or agreement in favor of the
Collateral Agent unless such Pledgor believes, in its reasonable judgment, that
such prohibition is usual and customary in transactions of such type.

          SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any financing statements (including fixture filings) and amendments
thereto that contain the information required by Article 9 of the Uniform
Commercial Code of each applicable jurisdiction for the filing of any financing
statement or amendment relating to the Pledged Collateral, including (i) whether
such Pledgor is an organization, the type of organization and any organizational
identification number issued to such Pledgor, (ii) any financing or continuation
statements or other documents without the signature of such Pledgor where
permitted by law, including the filing of a financing statement describing the
Pledged Collateral as "all assets now owned or hereafter acquired by the Pledgor
or in which Pledgor otherwise has rights" and (iii) in the case of a financing
statement filed as a fixture filing or covering Pledged Collateral constituting
minerals or the like to be extracted or timber to be cut, a sufficient
description of the real property to which such Pledged Collateral relates. Each
Pledgor agrees to provide all information described in the immediately preceding
sentence to the Collateral Agent promptly upon request by the Collateral Agent.

          (b) Each Pledgor hereby ratifies its authorization for the Collateral
Agent to file in any relevant jurisdiction any financing statements relating to
the Pledged Collateral if filed prior to the date hereof.

<PAGE>

                                      -11-


          (c) Each Pledgor hereby further authorizes the Collateral Agent to
file filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country), including this Agreement, the Copyright Security Agreement, the Patent
Security Agreement and the Trademark Security Agreement, or other documents for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
security interest granted by such Pledgor hereunder, without the signature of
such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as
secured party.

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL

          SECTION 3.1. Delivery of Certificated Securities Collateral. Each
Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been delivered to the Collateral Agent in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Collateral Agent has a perfected first priority
security interest therein. Each Pledgor hereby agrees that all certificates,
agreements or instruments representing or evidencing Securities Collateral
acquired by such Pledgor after the date hereof shall promptly (but in any event
within five days after receipt thereof by such Pledgor) be delivered to and held
by or on behalf of the Collateral Agent pursuant hereto. All certificated
Securities Collateral shall be in suitable form for transfer by delivery or
shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to the Collateral Agent. The
Collateral Agent shall have the right, at any time upon the occurrence and
during the continuance of any Event of Default, to endorse, assign or otherwise
transfer to or to register in the name of the Collateral Agent or any of its
nominees or endorse for negotiation any or all of the Securities Collateral,
without any indication that such Securities Collateral is subject to the
security interest hereunder. In addition, upon the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall have the right at
any time to exchange certificates representing or evidencing Securities
Collateral for certificates of smaller or larger denominations.

          SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each
Pledgor represents and warrants that the Collateral Agent has a perfected first
priority security interest in all uncertificated Pledged Securities pledged by
it hereunder that are in existence on the date hereof. Each Pledgor hereby
agrees that if any of the Pledged Securities are at any time not evidenced by
certificates of ownership, then each applicable Pledgor shall, to the extent
permitted by applicable law, (i) cause the issuer to execute and deliver to the
Collateral Agent an acknowledgment of the pledge of such Pledged Securities
substantially in the form of Exhibit 1 hereto or such other form that is
reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable
to perfect a security interest in such Pledged Securities, cause such pledge to
be recorded on the equityholder register or the books of the issuer, execute any
customary pledge forms or other

<PAGE>

                                      -12-


documents necessary or appropriate to complete the pledge and give the
Collateral Agent the right to transfer such Pledged Securities under the terms
hereof, (iii) upon request by the Collateral Agent, provide to the Collateral
Agent an opinion of counsel, in form and substance reasonably satisfactory to
the Collateral Agent, confirming such pledge and perfection thereof, and (iv)
after the occurrence and during the continuance of any Event of Default, upon
request by the Collateral Agent, (A) cause the Organizational Documents of each
such issuer that is a Subsidiary of the Borrower to be amended to provide that
such Pledged Securities shall be treated as "securities" for purposes of the UCC
and (B) cause such Pledged Securities to become certificated and delivered to
the Collateral Agent in accordance with the provisions of Section 3.1.

          SECTION 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all
financing statements, agreements, instruments and other documents necessary to
perfect the security interest granted by it to the Collateral Agent in respect
of the Pledged Collateral have been delivered to the Collateral Agent in
completed and, to the extent necessary or appropriate, duly executed form for
filing in each governmental, municipal or other office specified in Schedule 7
to the Perfection Certificate. Each Pledgor agrees that at the sole cost and
expense of the Pledgors, such Pledgor will maintain the security interest
created by this Agreement in the Pledged Collateral as a perfected first
priority security interest subject only to Permitted Liens.

          SECTION 3.4. Other Actions. In order to further ensure the attachment,
perfection and priority of, and the ability of the Collateral Agent to enforce,
the Collateral Agent's security interest in the Pledged Collateral, each Pledgor
represents and warrants (as to itself) as follows and agrees, in each case at
such Pledgor's own expense, to take the following actions with respect to the
following Pledged Collateral:

          (a) Instruments and Tangible Chattel Paper. As of the date hereof, no
     amounts payable under or in connection with any of the Pledged Collateral
     are evidenced by any Instrument or Tangible Chattel Paper other than such
     Instruments and Tangible Chattel Paper listed in Schedule 11 to the
     Perfection Certificate. Each Instrument and each item of Tangible Chattel
     Paper listed in Schedule 11 to the Perfection Certificate has been properly
     endorsed, assigned and delivered to the Collateral Agent, accompanied by
     instruments of transfer or assignment duly executed in blank. If any amount
     then payable under or in connection with any of the Pledged Collateral
     shall be evidenced by any Instrument or Tangible Chattel Paper, exceeds
     $50,000 individually or together with all amounts payable evidenced by any
     Instrument or Tangible Chattel Paper not previously delivered to the
     Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the
     Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly
     (but in any event within five days after receipt thereof) endorse, assign
     and deliver the same to the Collateral Agent, accompanied by such
     instruments of transfer or assignment duly executed in blank as the
     Collateral Agent may from time to time specify.

          (b) Deposit Accounts. As of the date hereof, no Pledgor has any
     Deposit Accounts other than the accounts listed in Schedule 14 to the
     Perfection Certificate. The Collateral Agent has a first priority security
     interest in each such Deposit Account, which

<PAGE>

                                      -13-


     security interest is perfected by Control. No Pledgor shall hereafter
     establish and maintain any Deposit Account unless (1) it shall have given
     the Collateral Agent 30 days' prior written notice of its intention to
     establish such new Deposit Account with a Bank, (2) such Bank shall be
     reasonably acceptable to the Collateral Agent and (3) such Bank and such
     Pledgor shall have duly executed and delivered to the Collateral Agent a
     Deposit Account Control Agreement with respect to such Deposit Account. The
     Collateral Agent agrees with each Pledgor that the Collateral Agent shall
     not give any instructions directing the disposition of funds from time to
     time credited to any Deposit Account or withhold any withdrawal rights from
     such Pledgor with respect to funds from time to time credited to any
     Deposit Account unless an Event of Default has occurred and is continuing.
     The provisions of this Section 3.4(b) shall not apply to the LC Account or
     to any other Deposit Accounts for which the Collateral Agent is the Bank.
     No Pledgor shall grant Control of any Deposit Account to any person other
     than the Collateral Agent.

          (c) Securities Accounts and Commodity Accounts. (i) As of the date
     hereof, no Pledgor has any Securities Accounts or Commodity Accounts other
     than those listed in Schedule 14 to the Perfection Certificate. The
     Collateral Agent has a first priority security interest in each such
     Securities Account and Commodity Account, which security interest is
     perfected by Control. No Pledgor shall hereafter establish and maintain any
     Securities Account or Commodity Account with any Securities Intermediary or
     Commodity Intermediary unless (1) it shall have given the Collateral Agent
     30 days' prior written notice of its intention to establish such new
     Securities Account or Commodity Account with such Securities Intermediary
     or Commodity Intermediary, (2) such Securities Intermediary or Commodity
     Intermediary shall be reasonably acceptable to the Collateral Agent and (3)
     such Securities Intermediary or Commodity Intermediary, as the case may be,
     and such Pledgor shall have duly executed and delivered a Control Agreement
     with respect to such Securities Account or Commodity Account, as the case
     may be. Each Pledgor shall accept any cash and Investment Property in trust
     for the benefit of the Collateral Agent and within one (1) Business Day of
     actual receipt thereof, deposit any and all cash and Investment Property
     received by it into a Deposit Account or Securities Account subject to
     Collateral Agent's Control. The Collateral Agent agrees with each Pledgor
     that the Collateral Agent shall not give any Entitlement Orders or
     instructions or directions to any issuer of uncertificated securities,
     Securities Intermediary or Commodity Intermediary, and shall not withhold
     its consent to the exercise of any withdrawal or dealing rights by such
     Pledgor, unless an Event of Default has occurred and is continuing or,
     after giving effect to any such investment and withdrawal rights, would
     occur. The provisions of this Section 3.4(c) shall not apply to any
     Financial Assets credited to a Securities Account for which the Collateral
     Agent is the Securities Intermediary. No Pledgor shall grant Control over
     any Investment Property to any person other than the Collateral Agent.

          (ii) As between the Collateral Agent and the Pledgors, the Pledgors
     shall bear the investment risk with respect to the Investment Property and
     Pledged Securities, and the risk of loss of, damage to, or the destruction
     of the Investment Property and Pledged

<PAGE>

                                      -14-


     Securities, whether in the possession of, or maintained as a Security
     Entitlement or deposit by, or subject to the Control of, the Collateral
     Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or
     any other person.

          (d) Electronic Chattel Paper and Transferable Records. As of the date
     hereof, no amount under or in connection with any of the Pledged Collateral
     is evidenced by any Electronic Chattel Paper or any "transferable record"
     (as that term is defined in Section 201 of the Federal Electronic
     Signatures in Global and National Commerce Act, or in Section 16 of the
     Uniform Electronic Transactions Act as in effect in any relevant
     jurisdiction) other than such Electronic Chattel Paper and transferable
     records listed in Schedule 11 to the Perfection Certificate. If any amount
     payable under or in connection with any of the Pledged Collateral shall be
     evidenced by any Electronic Chattel Paper or any transferable record, the
     Pledgor acquiring such Electronic Chattel Paper or transferable record
     shall promptly notify the Collateral Agent thereof and shall take such
     action as the Collateral Agent may reasonably request to vest in the
     Collateral Agent control of such Electronic Chattel Paper under Section
     9-105 of the UCC or control under Section 201 of the Federal Electronic
     Signatures in Global and National Commerce Act or, as the case may be,
     Section 16 of the Uniform Electronic Transactions Act, as so in effect in
     such jurisdiction, of such transferable record. The requirement in the
     preceding sentence shall not apply to the extent that such amount, together
     with all amounts payable evidenced by Electronic Chattel Paper or any
     transferable record in which the Collateral Agent has not been vested
     control within the meaning of the statutes described in the immediately
     preceding sentence, does not exceed $50,000 for any individual Electronic
     Chattel Paper or any transferable record or $500,000 in the aggregate for
     all such Electronic Chattel Paper and transferable records of the Pledgors.
     The Collateral Agent agrees with such Pledgor that the Collateral Agent
     will arrange, pursuant to procedures satisfactory to the Collateral Agent
     and so long as such procedures will not result in the Collateral Agent's
     loss of control, for the Pledgor to make alterations to the Electronic
     Chattel Paper or transferable record permitted under Section 9-105 of the
     UCC or, as the case may be, Section 201 of the Federal Electronic
     Signatures in Global and National Commerce Act or Section 16 of the Uniform
     Electronic Transactions Act for a party in control to allow without loss of
     control, unless an Event of Default has occurred and is continuing or would
     occur after taking into account any action by such Pledgor with respect to
     such Electronic Chattel Paper or transferable record.

          (e) Letter-of-Credit Rights. If any Pledgor is at any time a
     beneficiary under a Letter of Credit now or hereafter issued, such Pledgor
     shall promptly notify the Collateral Agent thereof and such Pledgor shall,
     at the request of the Collateral Agent, pursuant to an agreement in form
     and substance reasonably satisfactory to the Collateral Agent, either (i)
     arrange for the issuer and any confirmer of such Letter of Credit to
     consent to an assignment to the Collateral Agent of the proceeds of any
     drawing under the Letter of Credit or (ii) arrange for the Collateral Agent
     to become the transferee beneficiary of such Letter of Credit, with the
     Collateral Agent agreeing, in each case, that the proceeds

<PAGE>

                                      -15-


     of any drawing under the Letter of Credit are to be applied as provided in
     the Credit Agreement.

          (f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby
     represents and warrants that it holds no Commercial Tort Claims other than
     those listed in Schedule 13 to the Perfection Certificate. If any Pledgor
     shall at any time hold or acquire a Commercial Tort Claim, such Pledgor
     shall immediately notify the Collateral Agent in writing signed by such
     Pledgor of the brief details thereof and grant to the Collateral Agent 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 reasonably satisfactory to the Collateral Agent. The requirement
     in the preceding sentence shall not apply to the extent that the amount of
     such Commercial Tort Claim does not exceed $50,000 individually and does
     not exceed, together with the amount of all other Commercial Tort Claims
     held by any Pledgor in which the Collateral Agent does not have a security
     interest $500,000 in the aggregate for all Pledgors.

          (g) Landlord's Access Agreements/Bailee Letters. Each Pledgor shall
     use its commercially reasonable efforts to obtain as soon as practicable
     after the date hereof with respect to each location set forth in Schedule
     4.01(n)(vi) to the Credit Agreement, where such Pledgor maintains Pledged
     Collateral, a Bailee Letter and/or Landlord Access Agreement, as
     applicable, and use commercially reasonable efforts to obtain a Bailee
     Letter, Landlord Access Agreement and/or landlord's lien waiver, as
     applicable, from all such bailees and landlords, as applicable, who from
     time to time have possession of any Pledged Collateral if reasonably
     requested by the Collateral Agent. A waiver of bailee's lien shall not be
     required if the value of the Pledged Collateral held by such bailee is less
     than $10,000, provided that the aggregate value of the Pledged Collateral
     held by all bailees who have not delivered a Bailee Letter is less than
     $200,000 in the aggregate

          (h) Motor Vehicles. Upon the request of the Collateral Agent, each
     Pledgor shall deliver to the Collateral Agent originals of the certificates
     of title or ownership for the motor vehicles (and any other Equipment
     covered by certificates of title or ownership) owned by it, with the
     Collateral Agent listed as lienholder therein. Such requirement shall not
     apply if any such motor vehicle (or any such other Equipment) is valued at
     less than $50,000, provided that the aggregate value of all motor vehicles
     (and such Equipment) as to which any Pledgor has not delivered a
     certificate of title or ownership is less than $500,000.

          SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall
cause each Subsidiary of the Borrower which, from time to time, after the date
hereof shall be required to pledge any assets to the Collateral Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit
Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder
Agreement substantially in the form of Exhibit 3 hereto and (ii) a Perfection
Certificate, in each case, within thirty (30) days of the date on which it was
acquired or created or (b) in the case of a Subsidiary organized outside of the
United States required to pledge any assets to the Collateral Agent, to execute
and deliver to the Collateral Agent such documentation as the Collateral

<PAGE>

                                      -16-


Agent shall reasonably request and, in each case with respect to clauses (a) and
(b) above, upon such execution and delivery, such Subsidiary shall constitute a
"Guarantor" and a "Pledgor" for all purposes hereunder with the same force and
effect as if originally named as a Guarantor and Pledgor herein. The execution
and delivery of such Joinder Agreement shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new
Guarantor and Pledgor as a party to this Agreement.

          SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take
such further actions, and execute and/or deliver to the Collateral Agent such
additional financing statements, amendments, assignments, agreements,
supplements, powers and instruments, as the Collateral Agent may in its
reasonable judgment deem necessary or appropriate in order to create, perfect,
preserve and protect the security interest in the Pledged Collateral as provided
herein and the rights and interests granted to the Collateral Agent hereunder,
to carry into effect the purposes hereof or better to assure and confirm the
validity, enforceability and priority of the Collateral Agent's security
interest in the Pledged Collateral or permit the Collateral Agent to exercise
and enforce its rights, powers and remedies hereunder with respect to any
Pledged Collateral, including the filing of financing statements, continuation
statements and other documents (including this Agreement) under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with
respect to the security interest created hereby and the execution and delivery
of Control Agreements, all in forms reasonably satisfactory to the Collateral
Agent and in such offices (including the United States Patent and Trademark
Office and the United States Copyright Office) wherever required by law to
perfect, continue and maintain the validity, enforceability and priority of the
security interest in the Pledged Collateral as provided herein and to preserve
the other rights and interests granted to the Collateral Agent hereunder, as
against third parties, with respect to the Pledged Collateral. Without limiting
the generality of the foregoing, each Pledgor shall make, execute, endorse,
acknowledge, file or refile and/or deliver to the Collateral Agent from time to
time upon reasonable request by the Collateral Agent such lists, schedules,
descriptions and designations of the Pledged Collateral, copies of warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, vouchers, invoices, schedules, confirmatory assignments,
supplements, additional security agreements, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments as the Collateral Agent shall reasonably request. If
an Event of Default has occurred and is continuing, the Collateral Agent may
institute and maintain, in its own name or in the name of any Pledgor, such
suits and proceedings as the Collateral Agent may be advised by counsel shall be
necessary or expedient to prevent any impairment of the security interest in or
the perfection thereof in the Pledged Collateral. All of the foregoing shall be
at the sole cost and expense of the Pledgors.

<PAGE>

                                      -17-


                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

          Each Pledgor represents, warrants and covenants as follows:

          SECTION 4.1. Title. Except for the security interest granted to the
Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement and Permitted Liens, such Pledgor owns and has rights and, as to
Pledged Collateral acquired by it from time to time after the date hereof, will
own and have rights in each item of Pledged Collateral pledged by it hereunder,
free and clear of any and all Liens or claims of others. In addition, no Liens
or claims exist on the Securities Collateral, other than as permitted by Section
6.02 of the Credit Agreement.

          SECTION 4.2. Validity of Security Interest. The security interest in
and Lien on the Pledged Collateral granted to the Collateral Agent for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 7 to the Perfection Certificate (to the extent
required to be listed on the schedules to the Perfection Certificate as of the
date this representation is made or deemed made), a perfected security interest
in all the Pledged Collateral. The security interest and Lien granted to the
Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement in and on the Pledged Collateral will at all times constitute a
perfected, continuing security interest therein, prior to all other Liens on the
Pledged Collateral except for Permitted Liens.

          SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral.
Subject to Section 5.05 of the Credit Agreement, each Pledgor shall, at its own
cost and expense, defend title to the Pledged Collateral pledged by it hereunder
and the security interest therein and Lien thereon granted to the Collateral
Agent and the priority thereof against all claims and demands of all persons, at
its own cost and expense, at any time claiming any interest therein adverse to
the Collateral Agent or any other Secured Party other than Permitted Liens.
There is no agreement, order, judgment or decree, and no Pledgor shall enter
into any agreement or take any other action, that would restrict the
transferability of any of the Pledged Collateral or otherwise impair or conflict
with such Pledgor's obligations or the rights of the Collateral Agent hereunder.

          SECTION 4.4. Other Financing Statements. It has not filed, nor
authorized any third party to file (nor will there be), any valid or effective
financing statement (or similar statement, instrument of registration or public
notice under the law of any jurisdiction) covering or purporting to cover any
interest of any kind in the Pledged Collateral, except such as have been filed
in favor of the Collateral Agent pursuant to this Agreement or in favor of any
holder of a Permitted Lien with respect to such Permitted Lien or financing
statements or public notices relating to the termination statements listed on
Schedule 9 to the Perfection Certificate. No Pledgor shall execute, authorize or
permit to be filed in any public office any financing statement (or similar
statement, instrument of registration or public notice under the law of any
jurisdiction)

<PAGE>

                                      -18-


relating to any Pledged Collateral, except financing statements and other
statements and instruments filed or to be filed in respect of and covering the
security interests granted by such Pledgor to the holder of the Permitted Liens.

          SECTION 4.5. Location of Inventory and Equipment. It shall not move
any Equipment or Inventory to any location, other than any location that is
listed in the relevant Schedules to the Perfection Certificate, unless (i) it
shall have given the Collateral Agent not less than 30 days' prior written
notice (in the form of an Officers' Certificate) of its intention so to do,
clearly describing such new location and providing such other information in
connection therewith as the Collateral Agent may request and (ii) to the extent
applicable with respect to such new location, such Pledgor shall have complied
with Section 3.4(g); provided that in no event shall any Equipment or Inventory
be moved to any location outside of the continental United States.

          SECTION 4.6. Due Authorization and Issuance. All of the Pledged
Securities existing on the date hereof have been, and to the extent any Pledged
Securities are hereafter issued, such Pledged Securities will be, upon such
issuance, duly authorized, validly issued and fully paid and non-assessable to
the extent applicable. There is no amount or other obligation owing by any
Pledgor to any issuer of the Pledged Securities in exchange for or in connection
with the issuance of the Pledged Securities or any Pledgor's status as a partner
or a member of any issuer of the Pledged Securities.

          SECTION 4.7. Consents, etc. In the event that the Collateral Agent
desires to exercise any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other
person therefor, then, upon the reasonable request of the Collateral Agent, such
Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to
obtain as soon as practicable any necessary approvals or consents for the
exercise of any such remedies, rights and powers.

          SECTION 4.8. Pledged Collateral. All information set forth herein,
including the schedules hereto, and all information contained in any documents,
schedules and lists heretofore delivered to any Secured Party, including the
Perfection Certificate and the schedules thereto, in connection with this
Agreement, in each case, relating to the Pledged Collateral, is accurate and
complete in all material respects. The Pledged Collateral described on the
schedules to the Perfection Certificate constitutes all of the property of such
type of Pledged Collateral owned or held by the Pledgors.

          SECTION 4.9. Insurance. In the event that the proceeds of any
insurance claim are paid to any Pledgor after the Collateral Agent has exercised
its right to foreclose after an Event of Default, such Net Cash Proceeds shall
be held in trust for the benefit of the Collateral Agent and immediately after
receipt thereof shall be paid to the Collateral Agent for application in
accordance with the Credit Agreement.

<PAGE>

                                      -19-


                                    ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

          SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor
shall, upon obtaining any Pledged Securities or Intercompany Notes of any
person, accept the same in trust for the benefit of the Collateral Agent and
promptly (but in any event within five days after receipt thereof) deliver to
the Collateral Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 hereto (each, a "Pledge Amendment"), and the
certificates and other documents required under Section 3.1 and Section 3.2
hereof in respect of the additional Pledged Securities or Intercompany Notes
which are to be pledged pursuant to this Agreement, and confirming the
attachment of the Lien hereby created on and in respect of such additional
Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the
Collateral Agent to attach each Pledge Amendment to this Agreement and agrees
that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment
delivered to the Collateral Agent shall for all purposes hereunder be considered
Pledged Collateral.

          SECTION 5.2. Voting Rights; Distributions; etc.

          (a) So long as no Event of Default shall have occurred and be
continuing:

          (i) Each Pledgor shall be entitled to exercise any and all voting and
     other consensual rights pertaining to the Securities Collateral or any part
     thereof for any purpose not inconsistent with the terms or purposes hereof,
     the Credit Agreement or any other document evidencing the Secured
     Obligations; provided, however, that no Pledgor shall in any event exercise
     such rights in any manner which could reasonably be expected to have a
     Material Adverse Effect.

          (ii) Each Pledgor shall be entitled to receive and retain, and to
     utilize free and clear of the Lien hereof, any and all Distributions, but
     only if and to the extent made in accordance with the provisions of the
     Credit Agreement; provided, however, that any and all such Distributions
     consisting of rights or interests in the form of securities shall be
     forthwith delivered to the Collateral Agent to hold as Pledged Collateral
     and shall, if received by any Pledgor, be received in trust for the benefit
     of the Collateral Agent, be segregated from the other property or funds of
     such Pledgor and be promptly (but in any event within five days after
     receipt thereof) delivered to the Collateral Agent as Pledged Collateral in
     the same form as so received (with any necessary endorsement).

          (b) So long as no Event of Default shall have occurred and be
continuing, the Collateral Agent shall be deemed without further action or
formality to have granted to each Pledgor all necessary consents relating to
voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and
deliver (or cause to be executed and delivered) to such Pledgor all such
instruments as such Pledgor may reasonably request in order to permit such
Pledgor to exercise the voting and other

<PAGE>

                                      -20-


rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and
to receive the Distributions which it is authorized to receive and retain
pursuant to Section 5.2(a)(ii) hereof.

          (c) Upon the occurrence and during the continuance of any Event of
Default:

          (i) All rights of each Pledgor to exercise the voting and other
     consensual rights it would otherwise be entitled to exercise pursuant to
     Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall
     thereupon become vested in the Collateral Agent, which shall thereupon have
     the sole right to exercise such voting and other consensual rights.

          (ii) All rights of each Pledgor to receive Distributions which it
     would otherwise be authorized to receive and retain pursuant to Section
     5.2(a)(ii) hereof shall immediately cease and all such rights shall
     thereupon become vested in the Collateral Agent, which shall thereupon have
     the sole right to receive and hold as Pledged Collateral such
     Distributions.

          (d) Each Pledgor shall, at its sole cost and expense, from time to
time execute and deliver to the Collateral Agent appropriate instruments as the
Collateral Agent may request in order to permit the Collateral Agent to exercise
the voting and other rights which it may be entitled to exercise pursuant to
Section 5.2(c)(i) hereof and to receive all Distributions which it may be
entitled to receive under Section 5.2(c)(ii) hereof.

          (e) All Distributions which are received by any Pledgor contrary to
the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

          SECTION 5.3. Defaults, etc. Each Pledgor hereby represents and
warrants that (i) such Pledgor is not in default in the payment of any portion
of any mandatory capital contribution, if any, required to be made under any
agreement to which such Pledgor is a party relating to the Pledged Securities
pledged by it, and such Pledgor is not in violation of any other provisions of
any such agreement to which such Pledgor is a party, or otherwise in default or
violation thereunder, (ii) no Securities Collateral pledged by such Pledgor is
subject to any defense, offset or counterclaim, nor have any of the foregoing
been asserted or alleged against such Pledgor by any person with respect
thereto, and (iii) as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Organizational
Documents and certificates representing such Pledged Securities that have been
delivered to the Collateral Agent) which evidence any Pledged Securities of such
Pledgor.
<PAGE>

                                      -21-


          SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of
Equity Interests.

          (a) In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.

          (b) In the case of each Pledgor which is a partner, shareholder or
member, as the case may be, in a partnership, limited liability company or other
entity, such Pledgor hereby consents to the extent required by the applicable
Organizational Document to the pledge by each other Pledgor, pursuant to the
terms hereof, of the Pledged Securities in such partnership, limited liability
company or other entity and, upon the occurrence and during the continuance of
an Event of Default, to the transfer of such Pledged Securities to the
Collateral Agent or its nominee and to the substitution of the Collateral Agent
or its nominee as a substituted partner, shareholder or member in such
partnership, limited liability company or other entity with all the rights,
powers and duties of a general partner, limited partner, shareholder or member,
as the case may be.

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

          SECTION 6.1. Grant of Intellectual Property License. For the purpose
of enabling the Collateral Agent, during the continuance of an Event of Default,
to exercise rights and remedies under Article IX hereof at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, and for no other purpose, each Pledgor hereby grants to the Collateral
Agent, to the extent assignable, an irrevocable, non-exclusive license to use,
assign, license or sublicense any of the Intellectual Property Collateral now
owned or hereafter acquired by such Pledgor, wherever the same may be located.
Such license shall include 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.

          SECTION 6.2. Protection of Collateral Agent's Security. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly
following its becoming aware thereof, notify the Collateral Agent of any adverse
determination in any proceeding or the institution of any proceeding in any
federal, state or local court or administrative body or in the United States
Patent and Trademark Office or the United States Copyright Office regarding any
Material Intellectual Property Collateral, such Pledgor's right to register such
Material Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain all Material Intellectual
Property Collateral as presently used and operated, (iii) not permit to lapse or
become abandoned any Material Intellectual Property Collateral, and not settle
or compromise any pending or future litigation or administrative proceeding with
respect to any such Material Intellectual Property Collateral, in either case
except as shall be consistent with

<PAGE>

                                      -22-


commercially reasonable business judgment, (iv) upon such Pledgor obtaining
knowledge thereof, promptly notify the Collateral Agent in writing of any event
which may be reasonably expected to materially and adversely affect the value or
utility of any Material Intellectual Property Collateral or the rights and
remedies of the Collateral Agent in relation thereto including a levy or threat
of levy or any legal process against any Material Intellectual Property
Collateral, (v) not license any Intellectual Property Collateral other than
licenses entered into by such Pledgor in, or incidental to, the ordinary course
of business, or amend or permit the amendment of any of the licenses in a manner
that materially and adversely affects the right to receive payments thereunder,
or in any manner that would materially impair the value of any Intellectual
Property Collateral or the Lien on and security interest in the Intellectual
Property Collateral created therein hereby, without the consent of the
Collateral Agent, (vi) diligently keep adequate records respecting all
Intellectual Property Collateral and (vii) furnish to the Collateral Agent from
time to time upon the Collateral Agent's request therefor reasonably detailed
statements and amended schedules further identifying and describing the
Intellectual Property Collateral and such other materials evidencing or reports
pertaining to any Intellectual Property Collateral as the Collateral Agent may
from time to time request.

          SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time
after the date hereof (i) obtain any rights to any additional Intellectual
Property Collateral or (ii) become entitled to the benefit of any additional
Intellectual Property Collateral or any renewal or extension thereof, including
any reissue, division, continuation, or continuation-in-part of any Intellectual
Property Collateral, or any improvement on any Intellectual Property Collateral,
or if any intent-to use trademark application is no longer subject to clause (c)
of the definition of Excluded Property, the provisions hereof shall
automatically apply thereto and any such item enumerated in the preceding clause
(i) or (ii) shall automatically constitute Intellectual Property Collateral as
if such would have constituted Intellectual Property Collateral at the time of
execution hereof and be subject to the Lien and security interest created by
this Agreement without further action by any party. Each Pledgor shall promptly
provide to the Collateral Agent written notice of any of the foregoing and
confirm the attachment of the Lien and security interest created by this
Agreement to any rights described in clauses (i) and (ii) above by execution of
an instrument in form reasonably acceptable to the Collateral Agent and the
filing of any instruments or statements as shall be reasonably necessary to
create, preserve, protect or perfect the Collateral Agent's security interest in
such Intellectual Property Collateral. Further, each Pledgor authorizes the
Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b)
to the Perfection Certificate to include any Intellectual Property Collateral of
such Pledgor acquired or arising after the date hereof.

          SECTION 6.4. Litigation. Unless there shall occur and be continuing
any Event of Default, each Pledgor shall have the right to commence and
prosecute in its own name, as the party in interest, for its own benefit and at
the sole cost and expense of the Pledgors, such applications for protection of
the Intellectual Property Collateral and suits, proceedings or other actions to
prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event
of Default, the Collateral Agent shall have

<PAGE>

                                      -23-


the right but shall in no way be obligated to file applications for protection
of the Intellectual Property Collateral and/or bring suit in the name of any
Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual
Property Collateral and any license thereunder. In the event of such suit, each
Pledgor shall, at the reasonable request of the Collateral Agent, do any and all
lawful acts and execute any and all documents requested by the Collateral Agent
in aid of such enforcement and the Pledgors shall promptly reimburse and
indemnify the Collateral Agent for all costs and expenses incurred by the
Collateral Agent in the exercise of its rights under this Section 6.4 in
accordance with Section 10.03 of the Credit Agreement. In the event that the
Collateral Agent shall elect not to bring suit to enforce the Intellectual
Property Collateral, each Pledgor agrees, at the reasonable request of the
Collateral Agent, to take all commercially reasonable actions necessary, whether
by suit, proceeding or other action, to prevent the infringement,
counterfeiting, unfair competition, dilution, diminution in value of or other
damage to any of the Intellectual Property Collateral by any person.

                                  ARTICLE VII

                    CERTAIN PROVISIONS CONCERNING RECEIVABLES

          SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense complete records of each Receivable, in a
manner consistent with prudent business practice, including records of all
payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole
cost and expense, upon the Collateral Agent's demand made at any time after the
occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Receivables, including all documents evidencing Receivables
and any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor). Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may transfer a full and complete copy of any
Pledgor's books, records, credit information, reports, memoranda and all other
writings relating to the Receivables to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Receivables or
the Collateral Agent's security interest therein without the consent of any
Pledgor.

          SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the
Collateral Agent and in form and manner satisfactory to the Collateral Agent,
the Receivables and the other books, records and documents of such Pledgor
evidencing or pertaining to the Receivables with an appropriate reference to the
fact that the Receivables have been assigned to the Collateral Agent for the
benefit of the Secured Parties and that the Collateral Agent has a security
interest therein.

          SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or
cancel any obligations evidenced by any Receivable or modify any term thereof or
make any adjustment with respect thereto except in the ordinary course of
business consistent with prudent business

<PAGE>

                                      -24-


practice, or extend or renew any such obligations except in the ordinary course
of business consistent with prudent business practice or compromise or settle
any dispute, claim, suit or legal proceeding relating thereto or sell any
Receivable or interest therein except in the ordinary course of business
consistent with prudent business practice without the prior written consent of
the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its
part to be fulfilled under or in connection with the Receivables.

          SECTION 7.4. Collection. Each Pledgor shall cause to be collected from
the Account Debtor of each of the Receivables, as and when due in the ordinary
course of business and consistent with prudent business practice (including
Receivables that are delinquent, such Receivables to be collected in accordance
with generally accepted commercial collection procedures), any and all amounts
owing under or on account of such Receivable, and apply forthwith upon receipt
thereof all such amounts as are so collected to the outstanding balance of such
Receivable, except that any Pledgor may, with respect to a Receivable, allow in
the ordinary course of business (i) a refund or credit due as a result of
returned or damaged or defective merchandise and (ii) such extensions of time to
pay amounts due in respect of Receivables and such other modifications of
payment terms or settlements in respect of Receivables as shall be commercially
reasonable in the circumstances, all in accordance with such Pledgor's ordinary
course of business consistent with its collection practices as in effect from
time to time. The costs and expenses (including attorneys' fees) of collection,
in any case, whether incurred by any Pledgor, the Collateral Agent or any
Secured Party, shall be paid by the Pledgors.

                                  ARTICLE VIII

                                    TRANSFERS

          SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell,
convey, assign or otherwise dispose of, or grant any option with respect to, any
of the Pledged Collateral pledged by it hereunder except as expressly permitted
by the Credit Agreement.

                                   ARTICLE IX

                                    REMEDIES

          SECTION 9.1. Remedies. Upon the occurrence and during the continuance
of any Event of Default, the Collateral Agent may from time to time exercise in
respect of the Pledged Collateral, in addition to the other rights and remedies
provided for herein or otherwise available to it, the following remedies:

          (i) Personally, or by agents or attorneys, immediately take possession
of the Pledged Collateral or any part thereof, from any Pledgor or any other
person who then has possession of any part thereof with or without notice or
process of law, and for that purpose may

<PAGE>

                                      -25-


enter upon any Pledgor's premises where any of the Pledged Collateral is
located, remove such Pledged Collateral, remain present at such premises to
receive copies of all communications and remittances relating to the Pledged
Collateral and use in connection with such removal and possession any and all
services, supplies, aids and other facilities of any Pledgor;

          (ii) Demand, sue for, collect or receive any money or property at any
time payable or receivable in respect of the Pledged Collateral including
instructing the obligor or obligors on any agreement, instrument or other
obligation constituting part of the Pledged Collateral to make any payment
required by the terms of such agreement, instrument or other obligation directly
to the Collateral Agent, and in connection with any of the foregoing,
compromise, settle, extend the time for payment and make other modifications
with respect thereto; provided, however, that in the event that any such
payments are made directly to any Pledgor, prior to receipt by any such obligor
of such instruction, such Pledgor shall segregate all amounts received pursuant
thereto in trust for the benefit of the Collateral Agent and shall promptly (but
in no event later than one (1) Business Day after receipt thereof) pay such
amounts to the Collateral Agent;

          (iii) Sell, assign, grant a license to use or otherwise liquidate, or
direct any Pledgor to sell, assign, grant a license to use or otherwise
liquidate, any and all investments made in whole or in part with the Pledged
Collateral or any part thereof, and take possession of the proceeds of any such
sale, assignment, license or liquidation;

          (iv) Take possession of the Pledged Collateral or any part thereof, by
directing any Pledgor in writing to deliver the same to the Collateral Agent at
any place or places so designated by the Collateral Agent, in which event such
Pledgor shall at its own expense: (A) forthwith cause the same to be moved to
the place or places designated by the Collateral Agent and therewith delivered
to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered
to the Collateral Agent at such place or places pending further action by the
Collateral Agent and (C) while the Pledged Collateral shall be so stored and
kept, provide such security and maintenance services as shall be necessary to
protect the same and to preserve and maintain them in good condition. Each
Pledgor's obligation to deliver the Pledged Collateral as contemplated in this
Section 9.1(iv) is of the essence hereof. Upon application to a court of equity
having jurisdiction, the Collateral Agent shall be entitled to a decree
requiring specific performance by any Pledgor of such obligation;

          (v) Withdraw all moneys, instruments, securities and other property in
any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral for application to the Secured Obligations as
provided in Article X hereof;

          (vi) Retain and apply the Distributions to the Secured Obligations as
provided in Article X hereof;

          (vii) Exercise any and all rights as beneficial and legal owner of the
Pledged Collateral, including perfecting assignment of and exercising any and
all voting, consensual and other rights and powers with respect to any Pledged
Collateral; and

<PAGE>

                                      -26-


          (viii) Exercise all the rights and remedies of a secured party on
default under the UCC, and the Collateral Agent may also in its sole discretion,
without notice except as specified in Section 9.2 hereof, sell, assign or grant
a license to use the Pledged Collateral or any part thereof in one or more
parcels at public or private sale, at any exchange, broker's board or 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. The Collateral Agent or any
other Secured Party or any of their respective Affiliates may be the purchaser,
licensee, assignee or recipient of the Pledged Collateral or any part thereof at
any such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Pledged Collateral sold, assigned or licensed at such sale, to use and apply any
of the Secured Obligations owed to such person as a credit on account of the
purchase price of the Pledged Collateral or any part thereof payable by such
person at such sale. Each purchaser, assignee, licensee or recipient at any such
sale shall acquire the property sold, assigned or licensed absolutely free from
any claim or right on the part of any Pledgor, and each Pledgor hereby waives,
to the fullest extent permitted by law, all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. The Collateral Agent shall
not be obligated to make any sale of the Pledged Collateral or any part thereof
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. Each Pledgor hereby waives, to the
fullest extent permitted by law, any claims against the Collateral Agent arising
by reason of the fact that the price at which the Pledged Collateral or any part
thereof may have been sold, assigned or licensed at such a private sale was less
than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.

          SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of the Pledged
Collateral or any part thereof shall be required by law, ten (10) days' prior
notice to such Pledgor of the time and place of any public sale or of the time
after which any private sale or other intended disposition is to take place
shall be commercially reasonable notification of such matters. No notification
need be given to any Pledgor if it has signed, after the occurrence of an Event
of Default, a statement renouncing or modifying any right to notification of
sale or other intended disposition.

          SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives,
to the fullest extent permitted by applicable law, notice or judicial hearing in
connection with the Collateral Agent's taking possession or the Collateral
Agent's disposition of the Pledged Collateral or any part thereof, including any
and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which such Pledgor would otherwise have under law, and each Pledgor
hereby further waives, to the fullest extent permitted by applicable law: (i)
all damages occasioned by such taking of possession, (ii) all other requirements
as to the time, place and terms of sale or other requirements with respect to
the enforcement of the Collateral Agent's rights hereunder and (iii) all rights
of redemption, appraisal, valuation, stay, extension or moratorium

<PAGE>

                                      -27-


now or hereafter in force under any applicable law. The Collateral Agent shall
not be liable for any incorrect or improper payment made pursuant to this
Article IX in the absence of gross negligence or willful misconduct on the part
of the Collateral Agent. Any sale of, or the grant of options to purchase, or
any other realization upon, any Pledged Collateral shall operate to divest all
right, title, interest, claim and demand, either at law or in equity, of the
applicable Pledgor therein and thereto, and shall be a perpetual bar both at law
and in equity against such Pledgor and against any and all persons claiming or
attempting to claim the Pledged Collateral so sold, optioned or realized upon,
or any part thereof, from, through or under such Pledgor.

          SECTION 9.4. Certain Sales of Pledged Collateral.

          (a) Each Pledgor recognizes that, by reason of certain prohibitions
contained in law, rules, regulations or orders of any Governmental Authority,
the Collateral Agent may be compelled, with respect to any sale of all or any
part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Collateral Agent
than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that, except
as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.

          (b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act, and applicable state securities laws, the
Collateral Agent may be compelled, with respect to any sale of all or any part
of the Securities Collateral and Investment Property, to limit purchasers to
persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Securities Collateral or Investment Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.

          (c) Notwithstanding the foregoing, each Pledgor shall, upon the
occurrence and during the continuance of any Event of Default, at the reasonable
request of the Collateral Agent, for the benefit of the Collateral Agent, cause
any registration, qualification under or compliance with any Federal or state
securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of
the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause
such registration to be effected (and be kept effective) and will use its
commercially reasonable efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as

<PAGE>

                                      -28-


would permit or facilitate the sale and distribution of such Securities
Collateral including registration under the Securities Act (or any similar
statute then in effect), appropriate qualifications under applicable blue sky or
other state securities laws and appropriate compliance with all other
requirements of any Governmental Authority. Each Pledgor shall use its
commercially reasonable efforts to cause the Collateral Agent to be kept advised
in writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, shall furnish to the Collateral
Agent such number of prospectuses, offering circulars or other documents
incident thereto as the Collateral Agent from time to time may request, and
shall indemnify and shall cause the issuer of the Securities Collateral to
indemnify the Collateral Agent and all others participating in the distribution
of such Securities Collateral against all claims, losses, damages and
liabilities caused by any untrue statement (or alleged untrue statement) of a
material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

          (d) If the Collateral Agent determines to exercise its right to sell
any or all of the Securities Collateral or Investment Property, upon written
request, the applicable Pledgor shall from time to time furnish to the
Collateral Agent all such information as the Collateral Agent may request in
order to determine the number of securities included in the Securities
Collateral or Investment Property which may be sold by the Collateral Agent as
exempt transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

          (e) Each Pledgor further agrees that a breach of any of the covenants
contained in this Section 9.4 will cause irreparable injury to the Collateral
Agent and the other Secured Parties, that the Collateral Agent and the other
Secured Parties have no adequate remedy at law in respect of such breach and, as
a consequence, that each and every covenant contained in this Section 9.4 shall
be specifically enforceable against such Pledgor, and such Pledgor hereby waives
and agrees not to assert any defenses against an action for specific performance
of such covenants except for a defense that no Event of Default has occurred and
is continuing.

          SECTION 9.5. No Waiver; Cumulative Remedies.

          (a) No failure on the part of the Collateral Agent to exercise, no
course of dealing with respect to, and no delay on the part of the Collateral
Agent in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power, privilege or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power, privilege or remedy; nor
shall the Collateral Agent be required to look first to, enforce or exhaust any
other security, collateral or guaranties. All rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies provided
by law or otherwise available.

          (b) In the event that the Collateral Agent shall have instituted any
proceeding to enforce any right, power, privilege or remedy under this Agreement
or any other Loan Document

<PAGE>

                                      -29-


by foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Collateral Agent, then and in every such case, the Pledgors, the
Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies, privileges and powers of the Collateral
Agent and the other Secured Parties shall continue as if no such proceeding had
been instituted.

          SECTION 9.6. Certain Additional Actions Regarding Intellectual
Property. If any Event of Default shall have occurred and be continuing, upon
the written demand of the Collateral Agent, each Pledgor shall execute and
deliver to the Collateral Agent an assignment or assignments of the registered
Patents, Trademarks and/or Copyrights and Goodwill and such other documents as
are necessary or appropriate to carry out the intent and purposes hereof. Within
five (5) Business Days of written notice thereafter from the Collateral Agent,
each Pledgor shall make available to the Collateral Agent, to the extent within
such Pledgor's power and authority, such personnel in such Pledgor's employ on
the date of the Event of Default as the Collateral Agent may reasonably
designate to permit such Pledgor to continue, directly or indirectly, to
produce, advertise and sell the products and services sold by such Pledgor under
the registered Patents, Trademarks and/or Copyrights, and such persons shall be
available to perform their prior functions on the Collateral Agent's behalf.

                                   ARTICLE X

                             APPLICATION OF PROCEEDS

          SECTION 10.1. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Pledged Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, in accordance with
the Credit Agreement.

                                   ARTICLE XI

                                  MISCELLANEOUS

          SECTION 11.1. Concerning Collateral Agent.

          (a) The Collateral Agent has been appointed as collateral agent
pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder
are subject to the provisions of the Credit Agreement. The Collateral Agent
shall have the right hereunder to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking action
(including the release or substitution of the Pledged Collateral), in accordance
with this Agreement and the Credit Agreement. The Collateral Agent may employ
agents and

<PAGE>

                                      -30-


attorneys-in-fact in connection herewith and shall not be liable for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith. The Collateral Agent may resign and a successor Collateral Agent
may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement.
After any retiring Collateral Agent's resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent.

          (b) The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Pledged Collateral in its possession
if such Pledged Collateral is accorded treatment substantially equivalent to
that which the Collateral Agent, in its individual capacity, accords its own
property consisting of similar instruments or interests, it being understood
that neither the Collateral Agent nor any of the Secured Parties shall have
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relating to any
Securities Collateral, whether or not the Collateral Agent or any other Secured
Party has or is deemed to have knowledge of such matters or (ii) taking any
necessary steps to preserve rights against any person with respect to any
Pledged Collateral.

          (c) The Collateral Agent shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper person, and, with respect to all matters pertaining to this
Agreement and its duties hereunder, upon advice of counsel selected by it.

          (d) If any item of Pledged Collateral also constitutes collateral
granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Collateral Agent, in its sole discretion, shall select
which provision or provisions shall control.

          (e) The Collateral Agent may rely on advice of counsel as to whether
any or all UCC financing statements of the Pledgors need to be amended as a
result of any of the changes described in Section 5.13(a) of the Credit
Agreement. If any Pledgor fails to provide information to the Collateral Agent
about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security
interest in such Pledgor's property constituting Pledged Collateral, for which
the Collateral Agent needed to have information relating to such changes. The
Collateral Agent shall have no duty to inquire about such changes if any Pledgor
does not inform the Collateral Agent of such changes, the parties acknowledging
and agreeing that it would not be feasible or practical for the Collateral

<PAGE>

                                      -31-


Agent to search for information on such changes if such information is not
provided by any Pledgor.

          SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained
in this Agreement (including such Pledgor's covenants to (i) pay the premiums in
respect of all required insurance policies hereunder, (ii) pay and discharge any
taxes, assessments and special assessments, levies, fees and governmental
charges imposed upon or assessed against, and landlords', carriers', mechanics',
workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's
Liens and other claims arising by operation of law against, all or any portion
of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay
or perform any obligations of such Pledgor under any Pledged Collateral) or if
any representation or warranty on the part of any Pledgor contained herein shall
be breached, the Collateral Agent may (but shall not be obligated to) do the
same or cause it to be done or remedy any such breach, and may expend funds for
such purpose; provided, however, that the Collateral Agent shall in no event be
bound to inquire into the validity of any tax, Lien, imposition or other
obligation which such Pledgor fails to pay or perform as and when required
hereby and which such Pledgor does not contest in accordance with the provisions
of the Credit Agreement. Any and all amounts so expended by the Collateral Agent
shall be paid by the Pledgors in accordance with the provisions of Section 10.03
of the Credit Agreement. Neither the provisions of this Section 11.2 nor any
action taken by the Collateral Agent pursuant to the provisions of this Section
11.2 shall prevent any such failure to observe any covenant contained in this
Agreement nor any breach of representation or warranty from constituting an
Event of Default. Each Pledgor hereby appoints the Collateral Agent its
attorney-in-fact, with full power and authority in the place and stead of such
Pledgor and in the name of such Pledgor, or otherwise, from time to time in the
Collateral Agent's discretion to take any action and to execute any instrument
consistent with the terms of the Credit Agreement, this Agreement and the other
Security Documents which the Collateral Agent may deem necessary or advisable to
accomplish the purposes hereof (but the Collateral Agent shall not be obligated
to and shall have no liability to such Pledgor or any third party for failure to
so do or take action). The foregoing grant of authority is a power of attorney
coupled with an interest and such appointment shall be irrevocable for the term
hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or
cause to be done by virtue hereof.

          SECTION 11.3. Continuing Security Interest; Assignment. This Agreement
shall create a continuing security interest in the Pledged Collateral and shall
(i) be binding upon the Pledgors, their respective successors and assigns and
(ii) inure, together with the rights and remedies of the Collateral Agent
hereunder, to the benefit of the Collateral Agent and the other Secured Parties
and each of their respective successors, transferees and assigns. No other
persons (including any other creditor of any Pledgor) shall have any interest
herein or any right or benefit with respect hereto. Without limiting the
generality of the foregoing clause (ii), any Secured Party may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Credit Agreement and, in the case of a
Secured Party that is a party to a Hedging

<PAGE>

                                      -32-


Agreement or a Treasury Services Agreements, such Hedging Agreement or Treasury
Services Agreement, as applicable. Each of the Pledgors agrees that its
obligations hereunder and the security interest created hereunder shall continue
to be effective or be reinstated, as applicable, if at any time payment, or any
part thereof, of all or any part of the Secured Obligations is rescinded or must
otherwise be restored by the Secured Party upon the bankruptcy or reorganization
of any Pledgor or otherwise.

          SECTION 11.4. Termination; Release. (a)When all the Secured
Obligations have been paid in full and the Commitments of the Lenders to make
any Loan or to issue any Letter of Credit under the Credit Agreement shall have
expired or been sooner terminated and all Letters of Credit have been terminated
or cash collateralized in accordance with the provisions of the Credit
Agreement, this Agreement shall terminate. Upon termination of this Agreement
the Pledged Collateral shall be released from the Lien of this Agreement. Upon
such release or any release of Pledged Collateral or any part thereof in
accordance with the provisions of the Credit Agreement, the Collateral Agent
shall, upon the request and at the sole cost and expense of the Pledgors,
assign, transfer and deliver to Pledgor, against receipt and without recourse to
or warranty by the Collateral Agent except as to the fact that the Collateral
Agent has not encumbered the released assets, such of the Pledged Collateral or
any part thereof to be released (in the case of a release) as may be in
possession of the Collateral Agent and as shall not have been sold or otherwise
applied pursuant to the terms hereof, and, with respect to any other Pledged
Collateral, proper documents and instruments (including UCC-3 termination
financing statements or releases) acknowledging the termination hereof or the
release of such Pledged Collateral, as the case may be.

          (b) Notwithstanding the foregoing, if (i) the Obligations have been
paid in full and the Commitments of the Lenders to make any Loan or to issue any
Letter of Credit under the Credit Agreement shall have expired or been sooner
terminated and all Letters of Credit have been terminated or cash collateralized
in accordance with the provisions of the Credit Agreement, (ii) Secured
Obligations of the type described in clause (b) of the definition of Secured
Obligations ("Remaining Secured Obligations") remain outstanding and (iii) all
or a portion of the repayment of the Obligations is financed by the proceeds of
Indebtedness of one or more Loan Parties or any affiliate of a Loan Party
("Refinancing Indebtedness") which Refinancing Indebtedness is secured by
property of such persons, this Agreement shall terminate as if the Remaining
Secured Obligations have been paid in full and the provisions of paragraph (a)
of this Section 11.4 shall apply concurrently with the incurrence of the
Refinancing Indebtedness and the securing of the Refinancing Indebtedness and
the Remaining Secured Obligations on an equal and ratable basis. For the
avoidance of doubt, if the Refinancing Indebtedness is not secured, this
Agreement shall not terminate but shall remain in full force and effect.

          SECTION 11.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Collateral Agent. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision
hereof

<PAGE>

                                      -33-


in each case shall be effective only in the specific instance and for the
specific purpose for which made or given. Except where notice is specifically
required by this Agreement or any other document evidencing the Secured
Obligations, no notice to or demand on any Pledgor in any case shall entitle any
Pledgor to any other or further notice or demand in similar or other
circumstances.

          SECTION 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 11.6.

          SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of
Process; Waiver of Jury Trial. Sections 10.09 and 10.10 of the Credit Agreement
are incorporated herein, mutatis mutandis, as if a part hereof.

          SECTION 11.8. Severability of Provisions. Any provision hereof which
is invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity, legality or enforceability of such provision in any
other jurisdiction.

          SECTION 11.9. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement.

          SECTION 11.10. Business Days. In the event any time period or any date
provided in this Agreement ends or falls on a day other than a Business Day,
then such time period shall be deemed to end and such date shall be deemed to
fall on the next succeeding Business Day, and performance herein may be made on
such Business Day, with the same force and effect as if made on such other day.

          SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such
Pledgor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and such Pledgor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

          SECTION 11.12. No Claims Against Collateral Agent. Nothing contained
in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the performance of any labor or services or the
furnishing of any materials or other property

<PAGE>

                                      -34-


in respect of the Pledged Collateral or any part thereof, nor as giving any
Pledgor any right, power or authority to contract for or permit the performance
of any labor or services or the furnishing of any materials or other property in
such fashion as would permit the making of any claim against the Collateral
Agent in respect thereof or any claim that any Lien based on the performance of
such labor or services or the furnishing of any such materials or other property
is prior to the Lien hereof.

          SECTION 11.13. No Release. Nothing set forth in this Agreement or any
other Loan Document, nor the exercise by the Collateral Agent of any of the
rights or remedies hereunder, shall relieve any Pledgor from the performance of
any term, covenant, condition or agreement on such Pledgor's part to be
performed or observed under or in respect of any of the Pledged Collateral or
from any liability to any person under or in respect of any of the Pledged
Collateral or shall impose any obligation on the Collateral Agent or any other
Secured Party to perform or observe any such term, covenant, condition or
agreement on such Pledgor's part to be so performed or observed or shall impose
any liability on the Collateral Agent or any other Secured Party for any act or
omission on the part of such Pledgor relating thereto or for any breach of any
representation or warranty on the part of such Pledgor contained in this
Agreement, the Credit Agreement or the other Loan Documents, or under or in
respect of the Pledged Collateral or made in connection herewith or therewith.
Anything herein to the contrary notwithstanding, neither the Collateral Agent
nor any other Secured Party shall have any obligation or liability under any
contracts, agreements and other documents included in the Pledged Collateral by
reason of this Agreement, nor shall the Collateral Agent or any other Secured
Party be obligated to perform any of the obligations or duties of any Pledgor
thereunder or to take any action to collect or enforce any such contract,
agreement or other document included in the Pledged Collateral hereunder. The
obligations of each Pledgor contained in this Section 11.13 shall survive the
termination hereof and the discharge of such Pledgor's other obligations under
this Agreement, the Credit Agreement and the other Loan Documents.

          SECTION 11.14. Obligations Absolute. All obligations of each Pledgor
hereunder shall be absolute and unconditional irrespective of:

          (i) any bankruptcy, insolvency, reorganization, arrangement,
     readjustment, composition, liquidation or the like of any other Pledgor;

          (ii) any lack of validity or enforceability of the Credit Agreement,
     any Hedging Agreement, any Treasury Services Agreement or any other Loan
     Document, or any other agreement or instrument relating thereto;

          (iii) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Secured Obligations, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, any Hedging Agreement, Treasury Services Agreement or any other
     Loan Document or any other agreement or instrument relating thereto;

<PAGE>

                                      -35-


          (iv) any pledge, exchange, release or non-perfection of any other
     collateral, or any release or amendment or waiver of or consent to any
     departure from any guarantee, for all or any of the Secured Obligations;

          (v) any exercise, non-exercise or waiver of any right, remedy, power
     or privilege under or in respect hereof, the Credit Agreement, any Hedging
     Agreement, any Treasury Services Agreement or any other Loan Document
     except as specifically set forth in a waiver granted pursuant to the
     provisions of Section 11.5 hereof; or

          (vi) any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, any Pledgor.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

          IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused
this Agreement to be duly executed and delivered by their duly authorized
officers as of the date first above written.

                                        NAVISITE, INC., as Pledgor


                                        By: /s/ James W. Pluntze
                                            ------------------------------------
                                        Name: James W. Pluntze
                                        Title: Chief Financial Officer

                                        AVASTA, INC.
                                        CLEARBLUE TECHNOLOGIES MANAGEMENT, INC.
                                        CLEARBLUE TECHNOLOGIES/CHICAGO-WELLS,
                                        INC.
                                        CLEAR BLUE TECHNOLOGIES/LAS VEGAS, INC.
                                        CLEARBLUE TECHNOLOGIES/LOS ANGELES, INC.
                                        CLEARBLUE TECHNOLOGIES/ MILWAUKEE, INC.
                                        CLEARBLUE TECHNOLOGIES/OAK BROOK, INC.
                                        CLEARBLUE TECHNOLOGIES/VIENNA, INC.
                                        CLEARBLUE TECHNOLOGIES/DALLAS, INC.
                                        CLEARBLUE TECHNOLOGIES/NEW YORK, INC.
                                        CLEARBLUE TECHNOLOGIES/SAN FRANCISCO,
                                        INC.
                                        CLEARBLUE TECHNOLOGIES/SANTA CLARA, INC.
                                        CONXION CORPORATION
                                        INTREPID ACQUISITION CORP.
                                        LEXINGTON ACQUISITION CORP.
                                        MANAGEDOPS.COM, INC.
                                        SUREBRIDGE ACQUISITION CORP.
                                        SUREBRIDGE SERVICES, INC.



                                        NAVISITE ACQUISITION SUBSIDIARY, INC.,
                                        each as Pledgor


                                        By: /s/ James W. Pluntze
                                            ------------------------------------
                                        Name: James W. Pluntze
                                        Title: Chief Financial Officer
<PAGE>

                                      -38-


                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        acting through New York
                                        Agency, as Collateral Agent


                                        By: /s/ Brian Perman
                                            ------------------------------------
                                        Name: Brian Perman
                                        Title: Authorized Signatory