**Exhibit 10.2****SECURITY AGREEMENT**          This SECURITY AGREEMENT, dated as of February 26, 2008 (as the same may be amended, restated,supplemented or otherwise modified from time to time, this “Security Agreement”), made byeach of the undersigned companies, as debtor and debtor in possession (each, a “Grantor”and collectively, the “Grantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacityas collateral agent (the “Collateral Agent”) for its benefit and the benefit of (i) theLenders and the Administrative Agent under the Credit Agreement hereinafter referred to(collectively, the “Bank Creditors”) and (ii) the Lenders and/or Affiliates thereof thatare holders of the Approved Secured Derivative Transaction Liabilities (as defined in the CreditAgreement hereinafter referred to) as of the date hereof (even if the respective Lendersubsequently ceases to be a Lender under the Credit Agreement for any reason) so long as any suchLender or Affiliate continues to hold any Approved Secured Derivative Transaction Liability(collectively the “Other Creditors”, and together with the Bank Creditors, the “SecuredParties” or the “Secured Party”).WITNESSETH:          WHEREAS, on February 22, 2008, Wellman, Inc., a Delaware corporation (“Wellman”), andthe other Grantors filed voluntary petitions for reorganization under Chapter 11 of the BankruptcyCode with the United States Bankruptcy Court for the Southern District of New York (together withsuch other court having jurisdiction over the Chapter 11 Cases (as hereinafter defined), the“Bankruptcy Court”), which cases are jointly administered under Case No. 08-10595 (each, a“Chapter 11 Case” and collectively, the “Chapter 11 Cases”);          WHEREAS, Wellman and the other Grantors continue to operate their respective businesses asdebtors and debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;          WHEREAS, pursuant to that certain Credit Agreement dated as of February 26, 2008 among Wellmanand the other Borrowers party thereto (each, including Wellman, a “Borrower”, andcollectively, the “Borrowers”), as debtors and debtors in possession, the financialinstitutions party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas, asAdministrative Agent and Collateral Agent for the Lenders thereunder (the “AdministrativeAgent”) (including all annexes, exhibits and schedules thereto, as from time to time amended,restated, supplemented or otherwise modified, the “Credit Agreement”), the Lenders haveagreed to make the Loans and to incur Letter of Credit Obligations on behalf of Borrowers;          WHEREAS, Warehouse Associates, Inc. USA, a South Carolina corporation, MRF, Inc., a Delawarecorporation, Josdav Inc., a Delaware corporation, and MED Resins, Inc., a Delaware corporation,have entered into that certain Subsidiary Guarantee Agreement dated as of February 26, 2008 inorder to guarantee the Secured Obligations hereinafter referred to; and          WHEREAS, in order to induce the Agent to enter into the Credit Agreement and the CreditDocuments and to induce the Agent and the Lenders to make the Loans and to incur Letter of CreditObligations as provided for in the Credit Agreement, the Grantors have agreed to grant acontinuing Lien on the Collateral (as hereinafter defined) to secure the Secured Obligations;
 

 
          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:          1. DEFINED TERMS.          (a) All capitalized terms used but not otherwise defined herein have the meanings given tothem in the Credit Agreement. All other terms contained in this Security Agreement, unless thecontext indicates otherwise, have the meanings provided for by the Code to the extent the same areused or defined therein.          (b) “Capital Security” shall mean (a) any share of capital stock of or other unit ofownership interest in any Person and (b) any security convertible into, or any option, warrant orother right to acquire, any share of capital stock of or other unit of ownership interest in suchPerson.          (c) “Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.          (d) “Foreign Subsidiary” means any Subsidiary that is organized under the laws of ajurisdiction other than the United States of America or any state thereof, the District ofColumbia, the United States Virgin Islands or Puerto Rico.          (e) “Secured Obligations” shall mean (i) the full and prompt payment when due (whetherat the stated maturity, by acceleration or otherwise) of all obligations (including, withoutlimitation, all “Obligations” as such term is defined in the Credit Agreement) and liabilities ofBorrowers and each Subsidiary Guarantor now existing or hereafter incurred under, arising out of,or in connection with the Credit Agreement or any other Credit Document to which any Borrower orany Subsidiary Guarantor is a party and the due performance and compliance by each Borrower andeach Subsidiary Guarantor with all of the terms, conditions and agreements contained in each suchCredit Document (all such obligations and liabilities being herein collectively called the“Credit Agreement Obligations”); (ii) the full and prompt payment when due (whether at thestated maturity, by acceleration or otherwise) of the Approved Secured Derivative TransactionLiabilities and compliance by each Borrower with all of the terms, conditions and agreementscontained in the documents pursuant to which the Approved Secured Derivative TransactionLiabilities were created or evidenced (collectively, the “Approved Secured DerivativeTransaction Agreements”); provided that at no time shall the aggregate Liabilities of theBorrowers in respect of this clause (ii) which are secured by the Security Documents be greaterthan $15,000,000 (all such obligations and liabilities described in this clause (ii) being hereincollectively called the “Other Obligations”); (iii) any and all sums reasonably advanced bythe Administrative Agent or Collateral Agent in order to preserve the Collateral or preserve itssecurity interest in the Collateral; (iv) in the event of any proceeding for the collection orenforcement of any indebtedness, obligations, or liabilities of any Borrower or any SubsidiaryGuarantor referred to in clauses (i) and (ii), after an Event of Default shall have occurred and becontinuing, the reasonable expenses of taking, holding, preparing for sale or lease, selling orotherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agentof its rights hereunder, together with reasonable attorneys’ fees and court costs; and (v) allamounts paid by Collateral Agent as to which Collateral Agent has the right to
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reimbursement under Section 5(d) of this Security Agreement. It is acknowledged andagreed that the “Secured Obligations” shall include extensions of credit of the types describedabove, whether outstanding on the date of this Security Agreement or extended from time to timeafter the date of this Security Agreement.          (f) “Significant Copyrights” means, at any time, those copyrights owned or exclusivelylicensed by a Grantor which are material to the business of the relevant Grantor or the value ofthe Collateral at such time.          (g) “Significant Patents” means, at any time, those patents owned or exclusivelylicensed by a Grantor which are material to the business of the relevant Grantor or the value ofthe Collateral at such time.          (h) “Significant Trademarks” means, at any time, those trademarks owned or exclusivelylicensed by a Grantor which are material to the business of the relevant Grantor or the value ofthe Collateral at such time.          (i) “Termination Date” means the date on which (a) the Loans have been repaid in fullin cash, (b) all other Obligations under the Credit Agreement and the other Credit Documents havebeen completely discharged (other than contingent and indemnification obligations which expresslysurvive the termination of the Credit Documents and for which no claim is currently pending),(c) all Letter of Credit Obligations have been cancelled, backstopped by standby letters of creditacceptable to Agent or cash collateralized in a manner reasonably satisfactory to the CollateralAgent, (d) no Borrower shall have any further right to borrow any monies under the CreditAgreement, (e) all Approved Secured Derivative Transaction Agreements have been terminated and theamount of Other Obligations, not to exceed the maximum amount secured hereby, has been distributedto the Other Creditors pursuant to Section 9.5 of the Credit Agreement and (f) the Grantors haveotherwise satisfied the requirements of Section 10.10 of the Credit Agreement to obtain a releaseof the Collateral.          (j) “Uniform Commercial Code jurisdiction” means any jurisdiction that has adopted allor substantially all of Article 9 as contained in the 2000 Official Text of the Uniform CommercialCode, as recommended by the National Conference of Commissioners on Uniform State Laws and theAmerican Law Institute, together with any subsequent amendments or modifications to the OfficialText.          2. GRANT OF LIEN.          (a) Subject to the Permitted Senior Liens and the Carve-Out Reserve, each Grantor herebygrants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Collateral Agent a Lienupon all of its right, title and interest in, to and under all personal property, fixtures andother assets, whether now owned by or owing to, or hereafter acquired by or arising in favor ofsuch Grantor (including under any trade names, styles or derivations thereof), and whether owned orconsigned by or to, or leased from or to, such Grantor, and regardless of where located (all ofwhich being hereinafter collectively referred to as the “Collateral”) in order to securethe prompt and complete payment, performance and observance of all of the Secured Obligations,including, without limitation:
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     (i) all Accounts;     (ii) all Chattel Paper;     (iii) all Documents;     (iv) all General Intangibles (including payment intangibles and Software);     (v) all Goods (including Inventory, Equipment and Fixtures);     (vi) all Instruments;     (vii) all Investment Property (other than Capital Securities of Subsidiaries);     (viii) all Deposit Accounts, of any Grantor, including all Blocked Accounts,Concentration Accounts, depository accounts, Disbursement Accounts, and all otherbank accounts and all deposits therein;     (ix) all money, cash or cash equivalents of any Grantor;     (x) all Supporting Obligations and Letter-of-Credit Rights of any Grantor;     (xi) the Commercial Tort Claims described on Schedule V hereto; and     (xii) to the extent not otherwise included, all Proceeds, tort claims,insurance claims and other rights to payments not otherwise included in theforegoing and products of the foregoing and all accessions to, substitutions andreplacements for, and rents and profits of, each of the foregoing, including,without limitation, the Proceeds of the claims and causes of action arising underSections 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code, but not the claimsand causes of action.Notwithstanding the foregoing, no Lien shall be deemed to be granted in any trademark applicationfiled on an intent-to-use basis until such time as a statement of use has been filed and acceptedby the United States Patent and Trademark Office.          (b) In addition, to secure the prompt and complete payment, performance and observance of theSecured Obligations and in order to induce Collateral Agent as aforesaid, each Grantor herebygrants to Collateral Agent, upon the occurrence and during the continuance of an Event of Defaultand the giving of Required Notice by the Collateral Agent, a right of set-off against the propertyof such Grantor held by Collateral Agent, consisting of property described above in Section2(a) now or hereafter in the possession or custody of or in transit to Collateral Agent, forany purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as towhich such Grantor may have any right or power.
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          (c) The security interests granted herein and the other obligations of the Grantors hereundershall have the priority and status set forth in the Financing Orders.          3. COLLATERAL AGENT’S RIGHTS; LIMITATIONS ON COLLATERAL AGENT’S OBLIGATIONS.          (a) It is expressly agreed by Grantors that, anything herein to the contrary notwithstanding,each Grantor shall remain liable under each of its Contracts and each of its Licenses to observeand perform all the conditions and obligations to be observed and performed by it thereunder.Collateral Agent shall not have any obligation or liability under any Contract or License by reasonof or arising out of this Security Agreement or the granting herein of a Lien thereon or thereceipt by Collateral Agent of any payment relating to any Contract or License pursuant hereto.Collateral Agent shall not be required or obligated in any manner to perform or fulfill any of theobligations of any Grantor under or pursuant to any Contract or License, or to make any payment, orto make any inquiry as to the nature or the sufficiency of any payment received by it or thesufficiency of any performance by any party under any Contract or License, or to present or fileany claims, or to take any action to collect or enforce any performance or the payment of anyamounts which may have been assigned to it or to which it may be entitled at any time or times.          (b) Collateral Agent may at any time upon the occurrence and during the continuance of anEvent of Default and after giving Required Notice, notify Account Debtors and other Personsobligated on the Collateral that Collateral Agent has a security interest therein, and thatpayments shall be made directly to Collateral Agent. Furthermore, if Agent determines that AccountDebtors’ contra-accounts or set-off rights may cause Availability to be less than zero, Agent maynotify Account Debtors that Collateral Agent has a security interest therein, and that paymentsshall be made directly to Collateral Agent. Upon the request of Collateral Agent during any suchtime, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Onceany such notice has been given to any Account Debtor or other Person obligated on the Collateral,the affected Grantor shall not give any contrary instructions to such Account Debtor or otherPerson without Collateral Agent’s prior written consent (which consent shall be given if such Eventof Default is no longer continuing and no other Event of Default then exists).          (c) Collateral Agent may at any time in Collateral Agent’s own name, in the name of a nomineeof Collateral Agent or in the name of any Grantor communicate (by mail, telephone, facsimile orotherwise) with Account Debtors, parties to Contracts and obligors in respect of Instruments toverify with such Persons, to Collateral Agent’s reasonable satisfaction, the existence, amountterms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or paymentintangibles. If a Default or Event of Default shall have occurred and be continuing, each Grantor,at its own expense, shall, or at the request of the Collateral Agent shall cause the independentcertified public accountants then engaged by such Grantor to, prepare and deliver to CollateralAgent at any time and from time to time promptly upon Collateral Agent’s request, the followingreports with respect to each Grantor: (i) a reconciliation of all Accounts; (ii) an aging of allAccounts; (iii) trial balances; and (iv) a test verification of such Accounts. Each Grantor, atits own expense, shall deliver to Collateral Agent the results of each physical verification, ifany, which such Grantor may in its discretion have made, or caused any other Person to have made onits behalf, of all or any portion of its Inventory.
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          4. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants that:          (a) Subject to the entry of the Financing Orders, each Grantor has rights in and the power togrant a Lien on each item of the Collateral upon which it purports to grant a Lien hereunder freeand clear of any and all Liens other than Permitted Liens.          (b) No effective security agreement, financing statement, equivalent security or Lieninstrument or continuation statement covering all or any part of the Collateral is on file or ofrecord in any public office, except such as may have been filed (i) in favor of Collateral Agentpursuant to this Security Agreement or the other Credit Documents, and (ii) in connection with anyother Permitted Liens.          (c) Subject to the entry, the Financing Orders are effective to create a valid and continuingLien on, and a perfected Lien in favor of Collateral Agent in, the Collateral. Subject to theentry of the Financing Orders, such Lien is prior to all other Liens, except for the PermittedSenior Liens and the Carve-Out Reserve, and is enforceable as such as against any and all creditorsof and purchasers from any Grantor (other than purchasers and lessees of Inventory in the ordinarycourse of business and non-exclusive licensees of General Intangibles in the ordinary course ofbusiness). All action by any Grantor necessary to protect and perfect such Lien on each item ofthe Collateral (including the delivery of all originals of each item set forth on ScheduleII to Collateral Agent) has been duly taken except as permitted pursuant to Section5(b) with respect to Chattel Paper.          (d) Schedule II hereto lists all Instruments, Letter of Credit Rights and ChattelPaper of each Grantor.          (e) Each Grantor’s name as it appears in official filings in the state of its incorporation orother organization, the type of entity of each Grantor (including corporation, partnership, limitedpartnership or limited liability company), organizational identification number issued by eachGrantor’s state of incorporation or organization or a statement that no such number has beenissued, each Grantor’s state of organization or incorporation, the location of each Grantor’s chiefexecutive office, principal place of business, offices, all warehouses and premises whereCollateral is stored or located, and the locations of its books and records concerning theCollateral are set forth on Schedule III hereto. Each Grantor has only one state ofincorporation or organization.          (f) With respect to the Accounts, except as specifically disclosed in the most recentBorrowing Base Certificate delivered to Collateral Agent (i) they represent bona fide sales ofInventory or rendering of services to Account Debtors in the ordinary course of each Grantor’sbusiness and are not evidenced by a judgment, Instrument or Chattel Paper; (ii) except to theextent permitted pursuant to the definition of Eligible Accounts Receivable, there are no setoffs,claims or disputes existing or asserted with respect thereto and no Grantor has made any agreementwith any Account Debtor for any extension of time for the payment thereof, any compromise orsettlement for less than the full amount thereof, any release of any Account Debtor from liabilitytherefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in theordinary course of its business for prompt payment and disclosed to Collateral Agent; (iii) to eachGrantor’s knowledge, except to the extent permitted pursuant to
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the definition of Eligible Accounts Receivable, there are no facts, events or occurrenceswhich in any way impair the validity or enforceability thereof or could reasonably be expected toreduce the amount payable thereunder as shown on any Grantor’s books and records and any invoices,statements and Borrowing Base Certificates delivered to Collateral Agent with respect thereto; (iv)no Grantor has received any notice of proceedings or actions which are threatened or pendingagainst any Account Debtor which might result in any material adverse change in such AccountDebtor’s financial condition; and (v) no Grantor has knowledge that any Account Debtor is unablegenerally to pay its debts as they become due. Further with respect to the Accounts (x) theamounts shown on all invoices, statements and Borrowing Base Certificates which may be delivered tothe Collateral Agent with respect thereto are actually and absolutely owing to such Grantor asindicated thereon and are not in any way contingent; (y) no payments have been or shall be madethereon except payments immediately delivered to the applicable Blocked Accounts or the CollateralAgent as required pursuant to the terms of Section 2.5(b) of the Credit Agreement; and (z) to eachGrantor’s knowledge, all Account Debtors have the capacity to contract.          (g) With respect to any Inventory scheduled or listed on the most recent Borrowing BaseCertificate delivered to Collateral Agent pursuant to the terms of this Security Agreement or theCredit Agreement, (i) such Inventory is located at one of the applicable Grantor’s locations setforth on Schedule III hereto, as applicable, (ii) no Inventory is now, or shall at any timeor times hereafter be stored at any other location without Collateral Agent’s prior consent, and ifCollateral Agent gives such consent, the applicable Grantor will concurrently therewith obtain, tothe extent required by the Credit Agreement, bailee, landlord and mortgagee agreements, (iii) theapplicable Grantor has good, indefeasible and merchantable title to such Inventory and suchInventory is not subject to any Lien or security interest or document whatsoever except for theLien granted to Collateral Agent and except for Permitted Liens, (iv) except as specificallydisclosed in the most recent Borrowing Base Certificate delivered to Collateral Agent, suchInventory is Eligible Inventory of good and merchantable quality, free from any defects and (v)such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyrightagreements with any third parties which would require any consent of any third party upon sale ordisposition of that Inventory or the payment of any monies to any third party upon such sale orother disposition.          (h) No Grantor has any interest in, or title to, any material license (except for commerciallyavailable licensed software), issuance, registration, or application for issuance or registrationof any patent, trademark or copyright except as set forth in Schedule IV hereto.          5. COVENANTS. Each Grantor covenants and agrees with Collateral Agent that from andafter the date of this Security Agreement and until the Termination Date:          (a) Further Assurances; Pledge of Instruments; Chattel Paper.     (i) At any time and from time to time, upon the request of Collateral Agent and at thesole expense of Grantors, each Grantor shall promptly and duly execute and deliver any andall such further instruments and documents and take such further actions as Collateral Agentmay reasonably deem desirable to obtain the full benefits of this Security Agreement and ofthe rights and powers herein granted, including (A) using its commercially reasonableefforts to secure all consents and approvals necessary or
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appropriate for the assignment to or for the benefit of Collateral Agent of any Licenseor Contract held by such Grantor and material to its business and to enforce the securityinterests granted hereunder and (B) filing any financing or continuation statements underthe Code with respect to the Liens granted hereunder or under any other Credit Document asto those jurisdictions that are not Uniform Commercial Code jurisdictions.     (ii) Unless Collateral Agent shall otherwise consent in writing (which consent may berevoked), each Grantor shall deliver to Collateral Agent all Collateral consisting ofnegotiable Documents, certificated securities, Chattel Paper and Instruments (in each case,accompanied by stock powers, allonges or other instruments of transfer executed in blank)promptly after such Credit Party receives the same.     (iii) Upon request by Collateral Agent, to the extent commercially reasonable, eachGrantor shall obtain waivers or subordinations of Liens from landlords and mortgagees, andobtain signed acknowledgements of Collateral Agent’s Liens from bailees having possession ofany Grantor’s Goods that they hold for the benefit of Collateral Agent.     (iv) Upon request by Collateral Agent, Grantor shall obtain authenticated ControlAgreements from each issuer of uncertificated securities, securities intermediary, orcommodities intermediary issuing or holding any financial assets or commodities to or forany Grantor.     (v) Each Grantor shall obtain such blocked account, lockbox or similar agreements witheach bank or financial institution holding a Deposit Account for such Grantor to the extentrequired by Section 2.5(b) of the Credit Agreement.     (vi) Upon request by Collateral Agent, each Grantor that is or becomes the beneficiaryof a letter of credit having a stated amount of over $250,000 shall promptly, and in anyevent within two (2) Business Days after becoming a beneficiary, notify Collateral Agentthereof, and shall thereafter enter into a tri-party agreement with Collateral Agent and theissuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning suchLetter-of-Credit Rights to Collateral Agent and directing all payments thereunder to theCollection Account, all in form and substance reasonably satisfactory to Collateral Agent.     (vii) Upon request by Collateral Agent, each Grantor shall take all steps necessary togrant the Collateral Agent control of all electronic chattel paper in accordance with theCode and all “transferable records” as defined in each of the Uniform ElectronicTransactions Act and the Electronic Signatures in Global and National Commerce Act; providedthat prior to a request by the Collateral Agent after the occurrence and during thecontinuance of an Event of Default, such steps need only be taken to the extent suchCollateral has a value in excess of $250,000 in the aggregate.     (viii) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time andfrom time to time to file in any filing office in any Uniform Commercial Code jurisdictionany initial financing statements and amendments thereto that (a) indicate the Collateral (i)as all assets of such Grantor or words of similar effect,
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regardless of whether any particular asset comprised in the Collateral falls within thescope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesserscope or with greater detail, and (b) contain any other information required by part 5 ofArticle 9 of the Code for the sufficiency or filing office acceptance of any financingstatement or amendment, including (i) whether such Grantor is an organization, the type oforganization and any organization identification number issued to such Grantor, and (ii) inthe case of a financing statement filed as a fixture filing or indicating Collateral asas-extracted collateral or timber to be cut, a sufficient description of real property towhich the Collateral relates. Each Grantor agrees to furnish any such information to theCollateral Agent promptly upon request. Each Grantor also ratifies its authorization forthe Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initialfinancing statements or amendments thereto if filed prior to the date hereof.          (ix) Each Grantor shall promptly, and in any event within fifteen (15) Business Daysafter the same is acquired by it, notify Collateral Agent of any commercial tort claim (asdefined in the Code) acquired by it and unless otherwise consented by Collateral Agent, suchGrantor shall thereafter enter into a supplement to this Security Agreement, granting toCollateral Agent a Lien in such commercial tort claim.          (b) Maintenance of Records. Grantors shall keep and maintain, at their own cost andexpense, satisfactory and complete records of the Collateral, including a record of any and allpayments received and any and all credits granted with respect to the Collateral and all otherdealings with the Collateral. If requested by Collateral Agent, Grantors shall mark their booksand records pertaining to the Collateral to evidence this Security Agreement and the Liens grantedhereby. If any Grantor retains possession of any Chattel Paper or Instruments with CollateralAgent’s consent, such Chattel Paper and Instruments shall be marked with the following legend:“This writing and the obligations evidenced or secured hereby are subject to the security interestof Deutsche Bank Trust Company Americas, as Collateral Agent.”; provided that with respect toChattel Paper and Instruments in the possession of any Grantor on the date hereof, such Grantorshall cause such Chattel Paper and Instruments to be so marked within thirty (30) after the datehereof.          (c) Covenants Regarding Patent, Trademark and Copyright Collateral.          (i) Such Grantor shall notify Collateral Agent immediately if it knows or has reason toknow that any application or registration relating to any Significant Patent, SignificantTrademark or Significant Copyright (now or hereafter existing) may become abandoned ordedicated, or of any materially adverse determination or development (including theinstitution of, or any such determination or development in, any proceeding in the UnitedStates Patent and Trademark Office, the United States Copyright Office or any court)regarding such Grantor’s ownership of any Significant Patent, Significant Trademark orSignificant Copyright, its right to register the same, or to keep and maintain the same.          (ii) Upon any Grantor, either itself or through any agent, employee, licensee ordesignee, filing an application for the registration of any Significant Patent, SignificantTrademark or Significant Copyright with the United States Patent and Trademark Office, theUnited States Copyright Office or any similar office or agency,
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such Grantor will give the Collateral Agent written notice within fifteen (15) daysthereof, and, upon request of Collateral Agent, Grantor shall execute and deliver any andall Patent Security Agreements, Copyright Security Agreements or Trademark SecurityAgreements as Collateral Agent may request to evidence Collateral Agent’s Lien on suchSignificant Patent, Significant Trademark or Significant Copyright, and the GeneralIntangibles of such Grantor relating thereto or represented thereby.          (iii) Such Grantor shall take all actions necessary or reasonably requested byCollateral Agent to maintain and pursue each application, to obtain the relevantregistration and to maintain the registration of, each of the Significant Patents,Significant Trademarks and Significant Copyrights (now or hereafter existing), includingthe filing of applications for renewal, affidavits of use, affidavits of noncontestabilityand opposition and interference and cancellation proceedings.          (iv) In the event that any of the Significant Patent, Significant Trademark orSignificant Copyright is infringed upon, or misappropriated or diluted by a third party,upon becoming aware thereof such Grantor shall promptly notify the Collateral Agent and takesuch other actions as Collateral Agent shall reasonably deem appropriate under thecircumstances to protect such Significant Patent, Significant Trademark or SignificantCopyright.          (d) Indemnification. In any suit, proceeding or action brought by Collateral Agentrelating to any Collateral for any sum owing with respect thereto or to enforce any rights orclaims with respect thereto, each Grantor will save, indemnify and keep Collateral Agent harmlessfrom and against all expense (including reasonable attorneys’ fees and expenses), loss or damagesuffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liabilitywhatsoever of the Account Debtor or other Person obligated on the Collateral, arising out of abreach by any Grantor of any obligation thereunder or arising out of any other agreement,indebtedness or liability at any time owing to, or in favor of, such obligor or its successors fromsuch Grantor, except to the extent such expense, loss, or damage is attributable to the grossnegligence, bad faith or willful misconduct of Collateral Agent as finally judicially determined.All such obligations of Grantors shall be and remain enforceable against and only against Grantorsand shall not be enforceable against Collateral Agent.          (e) Compliance with Terms of Accounts, etc. In all material respects, each Grantorwill perform and comply with its obligations in respect of the Collateral and all other agreementsto which it is a party or by which it is bound relating to the Collateral.          (f) Limitation on Liens on Collateral. No Grantor will create, permit or suffer toexist, and each Grantor will defend the Collateral against, and take such other action as isnecessary to remove, any Lien on the Collateral except for Permitted Liens, and will defend theright, title and interest of Collateral Agent in and to any of such Grantor’s rights under theCollateral against the claims and demands of all Persons whomsoever.          (g) Limitations on Disposition. No Grantor will sell, license, lease, transfer orotherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted bythe Credit Agreement.
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          (h) Further Identification of Collateral. Grantors will, if so requested byCollateral Agent, furnish to Collateral Agent, as often as Collateral Agent reasonably requests,statements and schedules further identifying and describing the Collateral and such other reportsin connection with the Collateral as Collateral Agent may reasonably request, all in such detail asCollateral Agent may specify.          (i) Notices. Grantors will advise Collateral Agent promptly, in reasonable detail,(i) of any Lien (other than Permitted Liens), or claim made or asserted against any of theCollateral, and (ii) of the occurrence of any other event which would have a material adverseeffect on the aggregate value of the Collateral or on the Liens created hereunder or under anyother Credit Document.          (j) Good Standing Certificates. Upon request of Collateral Agent (not to exceed onceper calendar year excluding such requests as are made after the occurrence and during thecontinuance of an Event of Default), each Grantor shall provide to Collateral Agent a certificateof good standing from its state of incorporation or organization.          (k) No Reincorporation. Without limiting the prohibitions on mergers involving theGrantors contained in the Credit Agreement, no Grantor shall reincorporate or reorganize itselfunder the laws of any jurisdiction other than the jurisdiction in which it is incorporated ororganized as of the date hereof without prior written notice to Collateral Agent.          (l) Terminations; Amendments Not Authorized. Each Grantor acknowledges that it is notauthorized to file any financing statement or amendment or termination statement with respect toany financing statement without the prior written consent of Collateral Agent and agrees that itwill not do so without the prior written consent of Collateral Agent, subject to such Grantor’srights under Section 9-509(d)(2) of the Code.          6. COLLATERAL AGENT’S APPOINTMENT AS ATTORNEY-IN-FACT.          On the effective date of this Security Agreement, each Grantor shall execute and deliver toCollateral Agent a power of attorney (the “Power of Attorney”) substantially in the formattached hereto as Exhibit A. The power of attorney granted pursuant to the Power ofAttorney is a power coupled with an interest and shall be irrevocable until the Termination Date.The powers conferred on Collateral Agent under the Power of Attorney are solely to protectCollateral Agent’s interests in the Collateral and shall not impose any duty upon Collateral Agentto exercise any such powers. Collateral Agent agrees that (a) except for the powers granted inclause (h) of the Power of Attorney, it shall not exercise any power or authority granted under thePower of Attorney unless an Event of Default has occurred and is continuing and Required Notice hasbeen given, and (b) Collateral Agent shall account for any moneys received by Collateral Agent inrespect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorneyprovided that Collateral Agent shall have no duty as to any Collateral, and Collateral Agent shallbe accountable only for amounts that it actually receives as a result of the exercise of suchpowers. NONE OF COLLATERAL AGENT OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ORREPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWEROF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES TO THE
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EXTENT ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT AS FINALLYJUDICIALLY DETERMINED, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.          7. REMEDIES; RIGHTS UPON DEFAULT.          (a) In addition to all other rights and remedies granted to it under this Security Agreement,the Credit Agreement, the other Credit Documents and under any other instrument or agreementsecuring, evidencing or relating to any of the Secured Obligations, if any Event of Default shallhave occurred and be continuing and Required Notice has been given, Collateral Agent may exerciseall rights and remedies of a secured party under the Code. Without limiting the generality of theforegoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand ofperformance or other demand, advertisement or notice of any kind (except the notice specified belowof time and place of public or private sale and except for notices required under the CreditDocuments, if any) to or upon such Grantor or any other Person (all and each of which demands,advertisements and notices are hereby expressly waived to the maximum extent permitted by the Codeand other applicable law), may (A) forthwith enter upon the premises of such Grantor where anyCollateral is located through self-help, without judicial process, without first obtaining a finaljudgment or giving such Grantor or any other Person notice and opportunity for a hearing onCollateral Agent’s claim or action, (B) collect, receive, assemble, process, appropriate andrealize upon the Collateral, or any part thereof, and (C) forthwith sell, lease, license, assign,give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral(or contract to do so), or any part thereof, in one or more parcels at a public or private sale orsales, at any exchange at such prices as it may deem acceptable, for cash or on credit or forfuture delivery without assumption of any credit risk. Collateral Agent shall have the right uponany such public sale or sales and, to the extent permitted by law, upon any such private sale orsales, to purchase the whole or any part of said Collateral so sold, free of any right or equity ofredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjournedand continued from time to time with or without notice. Collateral Agent shall have the right toconduct such sales on any Grantor’s premises or elsewhere and shall have the right to use anyGrantor’s premises without charge for such time or times as Collateral Agent deems necessary oradvisable.          If any Event of Default shall have occurred and be continuing and Required Notice has beengiven, each Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral andmake it available to Collateral Agent at a place or places designated by Collateral Agent which arereasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises orelsewhere. Until Collateral Agent is able to effect a sale, lease, or other disposition ofCollateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof,to the extent that it deems appropriate for the purpose of preserving Collateral or its value orfor any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have noobligation to any Grantor to maintain or preserve the rights of such Grantor as against thirdparties with respect to Collateral while Collateral is in the possession of Collateral Agent.Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to takepossession of Collateral and to enforce any of Collateral Agent’s remedies without prior notice orhearing as to such appointment. Collateral Agent shall apply the net proceeds of any suchcollection, recovery, receipt, appropriation, realization or sale to the Secured Obligations asprovided in Section 9 of this Security Agreement, and only after so paying over such net
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proceeds, and after the payment by Collateral Agent of any other amount required by anyprovision of law, need Collateral Agent account for the surplus, if any, to any Grantor. To themaximum extent permitted by applicable law, each Grantor waives all claims, damages, and demandsagainst Collateral Agent arising out of the repossession, retention or sale of the Collateralexcept such as arise solely out of the gross negligence or willful misconduct of Collateral Agentas finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) daysprior notice by Collateral Agent of the time and place of any public sale or of the time afterwhich a private sale may take place is reasonable notification of such matters. Grantors shallremain liable for any deficiency if the proceeds of any sale or disposition of the Collateral areinsufficient to pay all Secured Obligations, including any attorneys’ fees and other expensesincurred by Collateral Agent to collect such deficiency.          (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment,demand, protest or any notice (other than any notice required under the Credit Documents, if any)(to the maximum extent permitted by applicable law) of any kind in connection with this SecurityAgreement or any Collateral.          (c) Collateral Agent shall not be required to make any demand upon, or pursue or exhaust anyof its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any otherPerson with respect to the payment of the Secured Obligations or to pursue or exhaust any of itsrights or remedies with respect to any Collateral therefor or any direct or indirect guaranteethereof. Collateral Agent shall not be required to marshal the Collateral or any guarantee of theSecured Obligations or to resort to the Collateral or any such guarantee in any particular order,and all of its rights hereunder or under any other Credit Document shall be cumulative. To theextent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes thebenefit and advantage of, and covenants not to assert against the Collateral Agent until after theTermination Date, any valuation, stay, appraisement, extension, redemption or similar laws and anyand all rights or defenses it may have as a surety now or hereafter existing which, but for thisprovision, might be applicable to the sale of any Collateral made under the judgment, order ordecree of any court, or privately under the power of sale conferred by this Security Agreement, orotherwise.          8. GRANT OF LICENSE TO USE PATENT, TRADEMARK AND COPYRIGHT COLLATERAL. For thepurpose of enabling Collateral Agent to exercise rights and remedies under Section 7 hereof(including, without limiting the terms of Section 7 hereof, in order to take possession of,hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose ofCollateral) at such time as Collateral Agent shall be lawfully entitled to exercise such rights andremedies, each Grantor hereby grants to Collateral Agent, effective only at such time an Event ofDefault shall have occurred and be continuing and Required Notice has been given, an irrevocable,nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor)to use, license or sublicense any patent, trademark, trade secret or copyright now owned orhereafter acquired by such Grantor, and wherever the same may be located, and including in suchlicense access to all media in which any of the licensed items may be recorded or stored and to allcomputer software and programs used for the compilation or printout thereof.          9. APPLICATION OF PROCEEDS. All moneys collected by the Collateral Agent (or, to theextent the Pledge Agreement requires proceeds of Collateral under such
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agreement to be applied in accordance with the provisions of this Security Agreement, theCollateral Agent under such other agreement) upon any sale or other disposition of the Collateral,together with all other moneys received by the Collateral Agent hereunder, shall be applied as setforth in Section 9.5 of the Credit Agreement.          10. LIMITATION ON COLLATERAL AGENT’S DUTY IN RESPECT OF COLLATERAL. Collateral Agentshall use reasonable care with respect to the Collateral in its possession or under its control.Collateral Agent shall not have any other duty as to any Collateral in its possession or control orin the possession or control of any agent or nominee of Collateral Agent, or any income thereon oras to the preservation of rights against prior parties or any other rights pertaining thereto.          11. NOTICES. Except as otherwise provided herein, whenever it is provided herein thatany notice, demand, request, consent, approval, declaration or other communication shall or may begiven to or served upon any of the parties by any other party, or whenever any of the partiesdesires to give and serve upon any other party any communication with respect to this SecurityAgreement, each such notice, demand, request, consent, approval, declaration or other communicationshall be in writing and shall be given in the manner, and deemed received, as provided for in theCredit Agreement.          12. SEVERABILITY. Whenever possible, each provision of this Security Agreement shallbe interpreted in a manner as to be effective and valid under applicable law, but if any provisionof this Security Agreement shall be prohibited by or invalid under applicable law, such provisionshall be ineffective to the extent of such prohibition or invalidity without invalidating theremainder of such provision or the remaining provisions of this Security Agreement. This SecurityAgreement is to be read, construed and applied together with the Credit Agreement and the otherCredit Documents which, taken together, set forth the complete understanding and agreement ofCollateral Agent and Grantors with respect to the matters referred to herein and therein.          13. NO WAIVER; CUMULATIVE REMEDIES; AMENDMENT. Collateral Agent shall not by any act,delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder. Awaiver by Collateral Agent of any right or remedy hereunder on any one occasion shall not beconstrued as a bar to any right or remedy which Collateral Agent would otherwise have had on anyfuture occasion. No failure to exercise nor any delay in exercising on the part of CollateralAgent, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall anysingle or partial exercise of any right, power or privilege hereunder preclude any other or futureexercise thereof or the exercise of any other right, power or privilege. The rights and remedieshereunder provided are cumulative and may be exercised singly or concurrently, and are notexclusive of any rights and remedies provided by law. None of the terms or provisions of thisSecurity Agreement may be waived, altered, modified or amended except by an instrument in writing,duly executed by the Grantors and Collateral Agent (with the written consent of the MajorityLenders, or to the extent required by Section 11.10 of the Credit Agreement, all the Lenders);provided, however, that any change, waiver, modification or variance affecting therights and benefits of the Other Creditors shall require the written consent of the holders of atleast 51% in amount of all of the Approved Secured Derivative Transaction Liabilities.
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          14. LIMITATION BY LAW. All rights, remedies and powers provided in this SecurityAgreement may be exercised only to the extent that the exercise thereof does not violate anyapplicable provision of law, and all the provisions of this Security Agreement are intended to besubject to the giving by the Collateral Agent of Required Notice and to all applicable mandatoryprovisions of law that may be controlling and to be limited to the extent necessary so that theyshall not render this Security Agreement invalid, unenforceable, in whole or in part, or notentitled to be recorded, registered or filed under the provisions of any applicable law.          15. RELEASE OF COLLATERAL; TERMINATION OF THIS SECURITY AGREEMENT. (a) After theTermination Date, this Security Agreement shall automatically terminate and the Collateral Agent,at the request and expense of the Grantors, will execute and deliver to each Grantor a properinstrument or instruments (including Uniform Commercial Code termination statements on form UCC-3)acknowledging the satisfaction and termination of this Security Agreement, and will duly assign,transfer and deliver to each Grantor (without recourse and without any representation or warranty)such of the Collateral of such Grantor as has not theretofore been sold or otherwise applied orreleased pursuant to this Security Agreement.          (b) In the event that any part of the Collateral is sold or otherwise disposed of inconnection with a sale or other disposition permitted by Section 8.5 of the Credit Agreement or isotherwise released at the direction of the Majority Lenders (or all the Lenders if required bySection 11.10 of the Credit Agreement), such Collateral will be sold free and clear of the Lienscreated by this Security Agreement and the Collateral Agent, at the request and expense of theGrantors, will duly assign, transfer and deliver to the relevant Grantor (without recourse andwithout any representation or warranty) such of the Collateral as is then being (or has been) sosold or released and has not theretofore been released pursuant to this Security Agreement,provided that the Liens created by this Security Agreement will attach to the proceeds of any suchsale with a priority consistent with the Financing Orders. The Collateral Agent shall also beentitled to and is hereby authorized and directed to duly assign, transfer and deliver such of theCollateral as provided in Section 10.10(b) or (c) of the Credit Agreement.          (c) At any time that a Grantor desires that the Collateral Agent take any action toacknowledge or give effect to any release of Collateral pursuant to the foregoing Section15(a) or (b), as the case may be, it shall deliver to the Collateral Agent acertificate signed by an Authorized Officer stating that the release of the respective Collateralis permitted pursuant to Section 15(a) or (b), as the case may be.          (d) The Collateral Agent shall have no liability whatsoever to any Secured Creditor as aresult of any release of Collateral by it in accordance with this Section 15.          16. SUCCESSORS AND ASSIGNS. This Security Agreement and all obligations of Grantorshereunder shall be binding upon the successors and assigns of each Grantor (including anydebtor-in-possession on behalf of such Grantor) and shall, together with the rights and remedies ofCollateral Agent hereunder, inure to the benefit of Collateral Agent, all future holders of anyinstrument evidencing any of the Secured Obligations and their respective successors and assigns.No sales of participations, other sales, assignments, transfers or other dispositions of anyagreement governing or instrument evidencing the Secured Obligations or any portion thereof orinterest therein shall in any manner affect the Lien granted
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to Collateral Agent hereunder. No Grantor may assign, sell, hypothecate or otherwise transferany interest in or obligation under this Security Agreement.          17. COUNTERPARTS. This Security Agreement may be authenticated in any number ofseparate counterparts, each of which shall collectively and separately constitute one and the sameagreement. This Security Agreement may be authenticated by manual signature, facsimile or, ifapproved in writing by Collateral Agent, electronic means, all of which shall be equally valid.          18. CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL. ALL JUDICIAL PROCEEDINGSBROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, ORANY OF THE SECURED OBLIGATIONS, MAY BE BROUGHT IN THE BANKRUPTCY COURT, AND IF THE BANKRUPTCY COURTDOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, OR THE CHAPTER 11 CASES HAVE BEEN DISMISSED, ANYSTATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BYEXECUTING AND DELIVERING THIS SECURITY AGREEMENT, EACH PARTY HERETO, FOR ITSELF AND IN CONNECTIONWITH ITS PROPERTIES, IRREVOCABLY (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE JURISDICTION ANDVENUE OF SUCH COURTS; (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (3) AGREES THAT SERVICE OFALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 11.5 OF THECREDIT AGREEMENT; (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFERPERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, ANDOTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (5) AGREES THE PARTIESHERETO RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRINGPROCEEDINGS AGAINST ANY PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTY HEREBYIRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANYOF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS SECURITYAGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHERIRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION ORPROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THEPARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURYIN ANY COURT OR JURISDICTION, INCLUDING WITHOUT LIMITATION THOSE REFERRED TO ABOVE, IN RESPECT TOANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS ORTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.          19. GOVERNING LAW. THE RIGHTS AND DUTIES OF THE GRANTORS AND THE COLLATERAL AGENTUNDER THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL, PURSUANT TO NEW YORK
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GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEWYORK, EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.          20. SECTION TITLES. The Section titles contained in this Security Agreement are andshall be without substantive meaning or content of any kind whatsoever and are not a part of theagreement between the parties hereto.          21. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in thenegotiation and drafting of this Security Agreement. In the event an ambiguity or question ofintent or interpretation arises, this Security Agreement shall be construed as if drafted jointlyby the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring anyparty by virtue of the authorship of any provisions of this Security Agreement.          22. ADVICE OF COUNSEL. Each of the parties represents to each other party hereto thatit has discussed this Security Agreement and, specifically, the provisions of Section 18and Section 19, with its counsel.          23. EFFECT OF FINANCING ORDERS. Notwithstanding anything to the contrary in thisSecurity Agreement or any other Credit Document, this Security Agreement (including, withoutlimitation, each Grantor’s representations, warranties and covenants contained herein) shall besubject to the terms and provisions of the Financing Orders. In the event of any conflict orinconsistency between the terms and provisions of the Financing Orders and this Security Agreement,the terms and provisions of the Financing Orders shall control.[signature page follows]
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     IN WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement to beexecuted and delivered by its duly authorized officer as of the date first set forth above.         **WELLMAN, INC.**         By: /s/ Keith R. Phillips            Name:               Title:                     **PRINCE, INC.**         By: /s/ Keith R. Phillips           Name:              Title:                     **WELLMAN OF MISSISSIPPI, INC.**         By: /s/ Keith R. Phillips           Name:              Title:                     **FIBER INDUSTRIES, INC.**         By: /s/ Keith R. Phillips           Name:              Title:                     **CARPET RECYCLING OF GEORGIA, INC.**         By: /s/ Keith R. Phillips           Name:              Title:            
 

 
         **ALG, INC.**         By: /s/ Keith R. Phillips           Name:              Title:                     **WAREHOUSE ASSOCIATES, INC. USA**         By: /s/ Keith R. Phillips           Name:              Title:                     **MRF, INC.**       By: /s/ Keith R. Phillips           Name:              Title:                     **JOSDAV INC.**         By: /s/ Keith R. Phillips           Name:              Title:                     **MED RESINS, INC.**         By: /s/ Keith R. Phillips           Name:              Title:            **[Signature Page to Security Agreement]**
 

 
         **PTA RESOURCES, LLC**       By: /s/ Keith R. Phillips           Name:              Title:                     **DEUTSCHE BANK TRUST COMPANY AMERICAS, asCollateral Agent**         By: /s/ Marguerite Sutton           Name: Marguerite Sutton    Title: Director           By: /s/ David J. Bell           Name: David J. Bell    Title: Managing Director  **[Signature Page to Security Agreement]**