ex10-10.htm


    
      

    

    
      EXHIBIT
        10.10

      SECURITY
        AGREEMENT

      


                  This
SECURITY
        AGREEMENT, dated as of
November 30,
2007
        (this “Agreement”),
is
among
Visual
        Management Systems,
        Inc., a Nevada
corporation
(the
        “Company”),
all
        of the Subsidiaries of the
        Company (such
        subsidiaries,
        the “Guarantors”
        and together with the
        Company, the
“Debtors”)
        and the holders of the Company’s
Original
        Issue Discount 5%
Senior
Secured Convertible
Debentures
        due May 30,
        2010 and issued on November 30,
        2007 in the original aggregate
        principal amount of $3,750,000 (collectively,
the
“Debentures”)
signatory
        hereto, their endorsees,
        transferees and assigns
        (collectively, the
“Secured
        Parties”).

      


      W
        I T N E S S E T
        H:

      


                  WHEREAS,
        pursuant to the Purchase
        Agreement (as defined in the Debentures),
        the Secured Parties have severally
        agreed to extend the loans to the Company evidenced by the Debentures;

      


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

      


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

      


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

      


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

      


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

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

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

      


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

       

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

      


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

      


      (v)          
        All commercial tort
        claims;

      


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

      


      (vii)        
        All investment
        property;

      


      (viii)       
        All supporting obligations;
        and    

      


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

      


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

      


      
        
          
          

        

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

       

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

      


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

       

       

      
        
          
          

        

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

       

                                   
          (d)           
“Necessary
        Endorsement” means
        undated stock powers endorsed in blank
        or other proper
        instruments of assignment duly executed and such other instruments or documents
        as the Agent (as that term is defined below) may reasonably
        request.

       

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

       

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

       

                                     
        (g)             “Pledged
        Securities”
        shall have the meaning ascribed to such
        term in Section 4(i).

       

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

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

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

      


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

      


                  4.               Representations,
        Warranties,
        Covenants and Agreements of the Debtors. Except
        as set forth under the
        corresponding section of the disclosure schedules delivered to the Secured
        Parties concurrently
        herewith (the “Disclosure Schedules”),
        which Disclosure Schedules shall be
        deemed a part hereof, each
        Debtor represents and warrants to, and
        covenants and agrees with, the Secured Parties as follows:

      


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

      


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

      


      
        
          
          

        

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

      


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

      


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

      


      
        
          
          

        

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

       

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

      


      (h)           The
        execution, delivery and performance
        of this Agreement by the Debtors does not (i) violate any of the provisions
        of
        any Organizational Documents of any Debtor or any judgment, decree,
        order or award
        of any court, governmental body or arbitrator or any applicable law, rule
        or
        regulation applicable to any Debtor or (ii) conflict with, or constitute
        a
        default (or an event that with notice or lapse of time or both would
        become a default) under, or give to
        others any rights of termination, amendment, acceleration or cancellation
        (with
        or without notice, lapse of time or both) of, any agreement, credit facility,
        debt or other instrument (evidencing any Debtor's debt or
        otherwise) or other understanding to
        which any Debtor is a party or by which any property or asset of any
Debtor is bound or
        affected. If any, all required consents
        (including, without limitation, from
        stockholders or creditors
        of any Debtor) necessary
        for any Debtor to enter
        into and perform its obligations hereunder have been obtained.

      


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

      


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

       

       

      
        
          
          

        

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

      


      (l)           No
        Debtor will transfer, pledge,
        hypothecate, encumber, license, sell or otherwise dispose
        of any of the
        Collateral (except for non-exclusive licenses granted by a Debtor in its
        ordinary course of business and sales of inventory by a Debtor in its ordinary
        course of business) without the prior written consent of a Majority in Interest.

      


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

      


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

      


      
        
          
          

        

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

      


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

      


      (q)          Each
        Debtor shall permit the Agent and its
        representatives and agents to inspect
        the Collateral during
        normal business hours and upon reasonable prior notice, and to make copies
        of
        records pertaining to the
        Collateral as may be reasonably requested
        by the
        Agent from time to
        time.

      


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

      


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

      


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

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

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

      


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

      


      (w)         Except
        in the ordinary course of
        business, no
        Debtor may consign any of its inventory
        or sell any of its inventory on bill and
        hold, sale or return, sale
        on approval, or
        other conditional terms of sale without the consent of the Agent
        which shall not be unreasonably
        withheld.

      


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

      


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

      


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

      


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

      


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

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

      


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

      


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

      


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

      


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

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

      


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

      


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

      


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

       

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

       

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

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

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

      


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

      


                  7.             
         Duty To Hold In
        Trust.

      


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

      


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

      


                  8.            
          Rights and
        Remedies Upon Default.

      


                   
          (a)           Upon
        the occurrence of any Event of
        Default and at any time thereafter, the Secured Parties, acting through
the Agent,
        shall have the right to exercise all of
        the remedies
        conferred hereunder and under the Debentures, and the Secured Parties
        shall

      have
        all the rights and remedies of a
        secured party under the UCC.  Without limitation, the Agent, for the benefit
        of the
Secured Parties,
        shall have the following rights
        and
        powers:

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

      


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

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      (v)  The
Agent,
        for the benefit of the
Secured Parties,
        may (but is not obligated to)
        direct any financial
        intermediary or any other person or entity holding any investment
        property to
        transfer the same to the Agent, on behalf of
        the Secured Parties,
        or its designee.

      


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

      


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

       

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

      


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

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

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

       

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

      


                  12.             Responsibility
        for
        Collateral. The
        Debtors assume all liabilities and responsibility in connection with all Collateral,
        and the
        Obligations shall in no way be affected or diminished by reason of the loss,
        destruction, damage or theft of any of the Collateral or its unavailability
        for
        any reason.  Without limiting the generality of the foregoing,
(a)
        neither the Agent nor any Secured
        Party (i) has any duty (either before or after an Event of Default) to collect
        any amounts in respect of the Collateral or to preserve any rights relating
        to
        the Collateral, or (ii) has any obligation to clean-up or otherwise
        prepare the Collateral for sale,
        and (b) each Debtor shall remain obligated and liable under each contract
        or
        agreement included in the Collateral to be observed or performed by such
        Debtor
        thereunder.  Neither the Agent nor any Secured Party shall have
        any obligation or liability under
        any such contract or agreement by reason of or arising out of this Agreement
        or
        the receipt by the Agent or any Secured Party of any
        payment relating to any of the
        Collateral, nor shall the Agent or any Secured Party be obligated in any
        manner to perform
        any of the obligations of any Debtor under or pursuant to any such contract
        or
        agreement, to make inquiry as to the nature or sufficiency of any payment
        received by the Agent or any Secured Party in respect of the Collateral
        or as to the sufficiency of any
        performance by any party under any such contract or agreement, to present
        or
        file any claim, to take any action to enforce any performance or to collect
        the
        payment of any amounts which may have been assigned to the Agent
        or to which the Agent or any
        Secured Party may be entitled at any time or times.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

      

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

      


                14.
                      Term of
        Agreement. This
        Agreement and the Security Interests
        shall terminate on the date on which
        all payments under the Debentures have been indefeasibly paid in full and
        all
        other Obligations have been paid or discharged; provided, however, that
all indemnities of
        the
        Debtors contained in this Agreement (including, without limitation, Annex
        B
        hereto) shall survive and remain operative and in full force and effect
        regardless of the termination of this Agreement.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      15.
                               
Power of Attorney;
        Further
        Assurances.

      


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

      


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

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

      


                 18.        
             Appointment of
        Agent. The
        Secured Parties hereby appoint
[Enable
Growth
        Partners L.P.] to
        act as their agent (“Enable”
        or “Agent”)
        for purposes of exercising any and all
        rights and remedies of the Secured Parties hereunder. Such appointment shall
        continue until revoked in writing by a Majority in Interest,
        at which time a
        Majority in Interest
        shall appoint a new Agent,
        provided
        that Enable may
        not be removed as Agent unless
Enable shall
        then hold less than $100,000 in
principal
        amount of
        Debentures; provided, further,
        that such removal may occur only if
        each of the other Secured Parties shall then hold
        not less than an aggregate of $500,000 in
principal
        amount of Debentures.
The Agent shall have
        the
        rights, responsibilities and immunities set forth in Annex B
        hereto.

      
 

                  19.             Miscellaneous.

      


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

      


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

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      (c)           This
        Agreement, together with the
        exhibits and schedules hereto, contain the entire understanding of the parties
        with respect to the subject matter hereof and supersede
        all prior agreements and understandings, oral or written, with respect to
        such
        matters, which the parties acknowledge have been merged into this Agreement
        and
        the exhibits and schedules hereto. No
        provision of this
        Agreement may be waived, modified, supplemented or amended except in a written
        instrument signed, in the case of an amendment, by the Debtors and Secured
        Parties holding at least 67% principal amount of Debentures then outstanding
        or,
        in the case of a waiver, by the party against whom enforcement of any such
        waived provision is sought.

      


      (d)           If
        any term, provision, covenant or restriction of this Agreement is held by
        a
        court of competent jurisdiction to be invalid, illegal, void or unenforceable,
        the remainder of the terms, provisions, covenants and restrictions set forth
        herein shall remain in full force and effect and shall in no way be affected,
        impaired or invalidated, and the parties hereto shall use their commercially
        reasonable efforts to find and employ an alternative means to achieve the
        same
        or substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable.

      


      (e)           No
        waiver of any default with respect to any provision, condition or requirement
        of
        this Agreement shall be deemed to be a continuing waiver in the future or
        a
        waiver of any subsequent default or a waiver of any other provision, condition
        or requirement hereof, nor shall any delay or omission of any party to exercise
        any right hereunder in any manner impair the exercise of any such
        right.

      


      (f)
                   This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns.  The Company and the
        Guarantors may not assign this Agreement or any rights or obligations hereunder
        without the prior written consent of each Secured Party (other than by
        merger).  Any Secured Party may assign any or all of its rights under
        this Agreement to any Person to whom such Secured Party assigns or transfers
        any
        Securities, provided such transferee agrees in writing to be bound, with
        respect
        to the transferred Securities, by the provisions of this Agreement that apply
        to
        the “Secured Parties.”

      


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

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

      

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

      


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

      


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

      


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

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

         

      

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

      


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

      


      [SIGNATURE
        PAGES
        FOLLOW]

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

         

      

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

      


                                                  VISUAL
        MANAGEMENT
        SYSTEMS, INC.

       

                                                                                                        By:
        ___________________________________

                                                                                                   Name:

                                                                                                                                                                                            
        Title:

      


                                                  VISUAL
        MANAGEMENT
        SYSTEMS HOLDING, INC.

       

                                                                                                        
By:
        ___________________________________

                                                                                                                                                                                           
        Name:Jason Gonzalez

                                                                                                                                                        
         Title:    President

       

                                                  VISUAL
        MANAGEMENT
        SYSTEMS, LLC

       

                                                  By:  Visual
        Management Systems Holding, Inc.

                                                                                                                                  Managing
        Member

       

                                                                                                                                                                                                
        By: ___________________________________

                                                                                                                                                                                                           
        Name:   Jason Gonzalez

                                                                                                                                                                                             
        Title:   President

       

                                      VISUAL
        MANAGEMENT
        PDG, LLC

       

                                                  By:  Visual
        Management Systems Holding, Inc.

                                                                                                                          Managing
        Member

       

                                                                 By:
        ___________________________________

                                                                                                                                                                                            Name:Jason
        Gonzalez

                                                                                                                                                                                              Title:    President

       

                                                  VMS
        FINANCIAL
        SERVICES, LLC

       

                                                                         
        By:  Visual Management Systems Holding, Inc.

                                                                                                                                                                  Managing
        Member

       

                                                                                                         By:
        ___________________________________

                                                                                                            Name:Jason
        Gonzalez

                                                                                                
         Title:    President

      


      


       

      [SIGNATURE
        PAGE OF HOLDERS
        FOLLOWS]

      


      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

         

        [SIGNATURE
          PAGE OF HOLDERS TO VMSY
          SA]

      

      


      Name
        of Investing Entity: Enable Opportunity
        Partners LP

      Signature
        of Authorized Signatory of
        Investing entity:
        _________________________

      Name
        of Authorized Signatory:
Adam
        Epstein

      Title
        of Authorized Signatory:
Principal

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

      

      [SIGNATURE
        PAGE OF HOLDERS TO VMSY
        SA]

      


      Name
        of Investing Entity: Enable Growth Partners
        LP

      Signature
        of Authorized Signatory of
        Investing
        entity:
        _________________________

      Name
        of Authorized Signatory:
Adam
        Epstein

      Title
        of Authorized Signatory:
Principal

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

      

      [SIGNATURE
        PAGE OF HOLDERS TO VMSY
        SA]

      Name
        of Investing Entity:  Pierce
        Diversified Strategy Master Fund
        LLC,

      Signature
        of Authorized
        Signatory of Investing
        entity:
        _________________________

      Name
        of Authorized Signatory:
Adam
        Epstein

      Title
        of Authorized Signatory:
Principal

      


      [SIGNATURE
        PAGE OF HOLDERS
        FOLLOWS]

      


      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      


      SCHEDULE
        A

      


      


      Principal
        Place of Business of
        Debtors:

      


      


      Locations
        Where Collateral is Located or
        Stored:

      


      


      SCHEDULE
B

      


      


      


      


      SCHEDULE
C

      


      


      


      


      SCHEDULE
D

      Legal
        Names and Organizational
        Identification Numbers

      


      


      


      


      SCHEDULE
E

      Names;
        Mergers and
        Acquisitions

      


      


      


      SCHEDULE
F

      Intellectual
        Property

      


      


      


      SCHEDULE
G

      Account
        Debtors

      


      


      


      SCHEDULE
H

      Pledged
        Securities

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      ANNEX
        A

      to

      SECURITY

      AGREEMENT

      


      FORM
        OF ADDITIONAL DEBTOR
        JOINDER

       

      Security
        Agreement dated as of
November 30,
2007
        made by

      Visual
        Management Systems,
        Inc.

      and
        its subsidiaries party
        thereto from time to time,
        as Debtors

      to
        and in favor of

      the
        Secured Parties identified therein
        (the “Security
        Agreement”)

      


                 Reference
        is made to the Security
        Agreement as defined above; capitalized terms used herein and not otherwise
        defined herein shall have
        the meanings given to such terms in, or by reference in, the Security
        Agreement.

      


                 The
        undersigned hereby agrees that upon
        delivery of this Additional Debtor Joinder to the Secured Parties referred
        to
        above, the undersigned shall (a) be an Additional Debtor under the Security
        Agreement, (b)
        have all the rights and obligations of the Debtors under the Security Agreement
        as fully and to the same extent as if the undersigned was an original signatory
        thereto and (c) be deemed to have made the representations and
        warranties set forth therein as of
        the date of execution and delivery of this Additional Debtor
        Joinder.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
        UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST
        IN
        THE COLLATERAL
        AS MORE FULLY SET FORTH IN THE SECURITY
        AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS
        SET
        FORTH THEREIN.

      


                 Attached
        hereto are supplemental and/or
        replacement Schedules to the Security Agreement, as
        applicable.

      


                 An
        executed copy of this Joinder
        shall be delivered
        to the Secured Parties, and the Secured Parties may rely on the matters set
        forth herein on or after the date hereof.  This Joinder shall not be
        modified, amended or terminated without the prior written consent of
the
        Secured Parties.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                 IN
        WITNESS WHEREOF, the undersigned has
        caused this Joinder to be executed in the name and on behalf of the
        undersigned.

      


      
        	
              	 	
                [Name
                  of Additional
                  Debtor]

              


      

      


      
        	
              	 	
                By:

              


      

      
        	
              	 	
                Name:

              


      

      
        	
              	 	
                Title:

              


      

      


      
        	
              	 	
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      Dated:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      ANNEX
        B

      to

      SECURITY

      AGREEMENT

      


      THE
        AGENT

      


                            1.  Appointment. The
        Secured Parties (all capitalized
        terms used herein and not otherwise defined shall have the respective meanings
        provided in the Security Agreement to which this Annex B is attached (the
        "Agreement")),
        by their acceptance of the benefits
        of the Agreement,
        hereby designate Enable
        Growth Partners, L.P. (“Enable”
        or “Agent”) as
        the Agent to act as specified herein
        and in the Agreement.  Each Secured Party shall be deemed irrevocably
        to authorize the Agent to take such action on its behalf
        under the provisions
        of the Agreement and any other Transaction Document (as such term is defined
        in
        the Debentures) and to exercise such powers and to perform such duties hereunder
        and thereunder as are specifically delegated to or required
        of the Agent by the terms hereof
        and thereof and such other powers as are reasonably incidental
        thereto.  The Agent may perform any of its duties hereunder by or
        through its agents or employees.

      


                            2.
Nature
        of
        Duties.  The
        Agent shall have no
        duties or responsibilities
        except those expressly set forth in the Agreement.  Neither the Agent
        nor any of its partners, members, shareholders, officers, directors, employees
        or agents shall be liable for any action taken or omitted by it as such under
        the Agreement
        or hereunder or in connection
        herewith or therewith, be responsible for the consequence of any oversight
        or
        error of judgment or answerable for any loss, unless caused solely by its
        or
        their gross negligence or willful misconduct
        as determined by a
        final judgment (not subject
        to further appeal) of a court of competent jurisdiction.  The duties
        of the Agent shall be mechanical and administrative in nature; the Agent
        shall
        not have by reason of the Agreement or any other Transaction Document a
        fiduciary relationship
        in respect of any Debtor or
        any Secured Party; and nothing in the Agreement or any other Transaction
        Document, expressed or implied, is intended to or shall be so construed as
        to
        impose upon the Agent any obligations in respect of the Agreement
        or any other Transaction Document
        except as expressly set forth herein and therein.

      


                            3.
Lack
        of Reliance on the
        Agent.  Independently
        and without
        reliance upon the Agent, each Secured Party, to the extent it deems appropriate,
        has made and shall continue
        to make (i) its own independent investigation of the financial condition
        and
        affairs of the Company and its subsidiaries in connection with such Secured
        Party’s
        investment in the Debtors, the
        creation and continuance of the Obligations, the transactions contemplated
        by the Transaction
        Documents, and the taking or not taking of any action in connection therewith,
        and (ii) its own appraisal of the creditworthiness of the Company and its
        subsidiaries, and of the value of the Collateral from time to time,
        and
        the Agent shall have no duty or
        responsibility, either initially or on a continuing basis, to provide any
        Secured Party with any credit, market or other information with respect thereto,
        whether coming into its possession before any Obligations are incurred
        or at
        any time or times
        thereafter.  The Agent shall not be responsible to the Debtors or any
        Secured Party for any recitals, statements, information, representations
        or
        warranties herein or in any document, certificate or other writing delivered
        in
        connection herewith, or
        for
        the execution, effectiveness, genuineness, validity, enforceability, perfection,
        collectibility, priority or sufficiency of the Agreement or any other
        Transaction Document, or for the financial condition of the Debtors or the
        value
        of any of the Collateral, or be
        required to make any inquiry concerning either the performance or observance
        of
        any of the terms, provisions or conditions of the Agreement or any other
        Transaction Document, or the financial condition of the Debtors, or
        the
        value of any of the Collateral, or the
        existence or possible existence of any default or Event of Default under
        the
        Agreement, the Debentures or any of the other Transaction
        Documents.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                            4.
Certain
        Rights of the
        Agent.  The Agent
        shall have the
        right to take any action
        with respect to the Collateral, on behalf of all of the Secured
        Parties.  To the extent practical, the Agent shall request
        instructions from the Secured Parties with respect to any material act or
        action
        (including failure to act) in connection
        with the Agreement or any other
        Transaction Document, and shall be entitled to act or refrain from acting
        in
        accordance with the instructions of Secured Parties holding a majority in
        principal amount of Debentures (based on then-outstanding principal amounts
        of Debentures at the time of any
        such determination); if such instructions are not provided despite the
        Agent’s
        request therefor, the Agent shall be
        entitled to refrain from such act or taking such action, and if such action
        is
        taken, shall be entitled
        to appropriate indemnification from
        the Secured Parties in respect of actions to be taken by the Agent; and the
        Agent shall not incur liability to any person or entity by reason of so
        refraining.  Without limiting the foregoing, (a) no Secured Party
shall
        have any right of action whatsoever
        against the Agent as a result of the Agent acting or refraining from acting
        hereunder in accordance with the terms of the Agreement or any other Transaction
        Document, and the Debtors shall have no right to question or
        challenge the authority of, or the
        instructions given to, the Agent pursuant to the foregoing and (b) the Agent
        shall not be required to take any action which the Agent believes (i) could
        reasonably be expected to expose it to personal liability or (ii)
        is contrary to this Agreement, the
        Transaction Documents or applicable law.

      


                            5.  Reliance.  The
        Agent shall be entitled
        to rely, and shall be fully protected in relying, upon any writing, resolution,
        notice, statement, certificate, telex, teletype or telecopier message, cablegram,
        radiogram,
        order or other document or telephone message signed, sent or made by the
        proper
        person or entity, and, with respect to all legal matters pertaining to the
        Agreement and the other Transaction Documents and its duties thereunder,
        upon advice of counsel
        selected by it and upon all other matters pertaining to this Agreement and
        the
        other Transaction Documents and its duties thereunder, upon advice of other
        experts selected by it. Anything
        to the contrary
        notwithstanding, the Agent
        shall have no obligation whatsoever to any Secured Party to assure that the
        Collateral exists or is owned by the Debtors or is cared for, protected or
        insured or that the liens granted pursuant to the Agreement have been properly
        or sufficiently or
        lawfully created, perfected, or
        enforced or are entitled to any particular priority.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

                            6.  Indemnification.  To
        the extent that the Agent
        is not reimbursed and indemnified by the Debtors, the Secured Parties will
        jointly and severally reimburse and indemnify the Agent, in
        proportion to their
        initially purchased respective principal amounts of Debentures, from and
        against
        any and all liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs, expenses or disbursements of any kind
        or nature whatsoever which may be
        imposed on, incurred by or asserted against the Agent in performing its duties
        hereunder or under the Agreement or any other Transaction Document, or in
        any
        way relating to or arising out of the Agreement or any other Transaction
        Document except for those
        determined by a final judgment (not subject to further appeal) of a court
        of
        competent jurisdiction to have resulted solely from the Agent's own gross
        negligence or willful misconduct.  Prior to taking any action
        hereunder
        as Agent, the Agent may require each
        Secured Party to deposit with it sufficient sums as it determines in good
        faith
        is necessary to protect the Agent for costs and expenses associated with
        taking
        such action.

      


                            7.  Resignation
        by the
        Agent.

      


      (a)  The
        Agent may resign from the performance
        of all its functions and duties under the Agreement and the other Transaction
        Documents at any time by giving 30 days' prior written notice (as provided
        in
        the Agreement) to the Debtors and the Secured
        Parties.  Such
        resignation shall take effect upon the
        appointment of a successor Agent pursuant to clauses (b) and (c)
        below.

      


      (b)  Upon
        any such notice of
        resignation, the Secured Parties, acting by a Majority
        in Interest, shall appoint a successor
        Agent
        hereunder.

      


      (c)
        If a successor Agent shall not have
        been so appointed within said 30-day period, the Agent shall then appoint
        a
        successor Agent who shall serve as Agent until such time, if any, as the
        Secured
        Parties appoint a successor Agent as provided above.  If a
        successor
        Agent has not been appointed
        within such 30-day period, the Agent may petition any court of competent
        jurisdiction or may interplead the Debtors and the Secured Parties in a
        proceeding for the appointment of a successor Agent, and all fees,
        including,
        but not limited to, extraordinary
        fees associated with the filing of interpleader and expenses associated
        therewith, shall be payable by the Debtors on demand.

      


                            8.  Rights
        with respect to
        Collateral.  Each
        Secured Party agrees
        with all other Secured Parties and the Agent
        (i) that it shall
        not, and shall not attempt to, exercise any rights with respect to its security
        interest in the Collateral, whether pursuant to any other agreement or otherwise
        (other than pursuant to this Agreement), or take or institute
        any action against the Agent or
        any of the other Secured Parties in respect of the Collateral or its rights
        hereunder (other than any such action arising from the breach of this Agreement)
        and (ii) that such Secured Party has no other rights with respect
        to the Collateral other than as set
        forth in this Agreement and the other Transaction
        Documents. Upon
        the acceptance of any appointment
        as Agent hereunder by a successor Agent, such

      successor
        Agent shall thereupon succeed
        to and become vested with all the rights, powers,
        privileges and
        duties of the retiring Agent and the retiring Agent shall be discharged from
        its
        duties and obligations under the Agreement.  After any retiring
        Agent’s
        resignation or removal hereunder as
        Agent, the provisions of the Agreement
        including this Annex B shall
        inure to its benefit as to any actions taken or omitted to be taken by it
        while
        it was Agent.