
<PAGE>

                                                                   EXHIBIT 10.2

                               SECURITY AGREEMENT

                                      among

                             VERNITRON CORPORATION,

                              VARIOUS SUBSIDIARIES


                                       and


                                 BANQUE PARIBAS,
                               as Collateral Agent



                           Dated as of April 25, 1996

<PAGE>

                                TABLE OF CONTENTS


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                                                                            ----


ARTICLE I

SECURITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
     1.1.  Grant of Security Interests . . . . . . . . . . . . . . . . . . .   3
     1.2.  Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE II

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS. . . . . . . . . . . . . .   4
     2.1.  Necessary Filings . . . . . . . . . . . . . . . . . . . . . . . .   4
     2.2.  No Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
     2.3.  Other Financing Statements. . . . . . . . . . . . . . . . . . . .   5
     2.4.  Chief Executive Office; Records . . . . . . . . . . . . . . . . .   5
     2.5.  Location of Inventory and Equipment . . . . . . . . . . . . . . .   6
     2.6.  Trade Names; Change of Name . . . . . . . . . . . . . . . . . . .   6
     2.7.  Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

ARTICLE III

SPECIAL PROVISIONS CONCERNING RECEIVABLES; CONTRACT RIGHTS; INSTRUMENTS; BANK
DEPOSIT ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     3.1.  Additional Representations and Warranties . . . . . . . . . . . .   7
     3.2.  Maintenance of Records. . . . . . . . . . . . . . . . . . . . . .   7
     3.3.  Direction to Account Debtors; Contracting Parties; etc. . . . . .   8
     3.4.  Modification of Terms; etc. . . . . . . . . . . . . . . . . . . .   8
     3.5.  Collection. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     3.6.  Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     3.7.  Bank Deposit Accounts . . . . . . . . . . . . . . . . . . . . . .   9
     3.8.  Concentration Accounts. . . . . . . . . . . . . . . . . . . . . .  10
     3.9.  Government Contracts. . . . . . . . . . . . . . . . . . . . . . .  12
     3.10.  Assignment of Claims Act Notices . . . . . . . . . . . . . . . .  12
     3.11.  Further Actions. . . . . . . . . . . . . . . . . . . . . . . . .  13


                                       (i)
<PAGE>

                                                                            Page
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ARTICLE IV

SPECIAL PROVISIONS CONCERNING TRADEMARKS . . . . . . . . . . . . . . . . . .  13
     4.1.  Additional Representations and Warranties . . . . . . . . . . . .  13
     4.2.  Licenses and Assignments. . . . . . . . . . . . . . . . . . . . .  14
     4.3.  Infringements . . . . . . . . . . . . . . . . . . . . . . . . . .  14
     4.4.  Preservation of Marks . . . . . . . . . . . . . . . . . . . . . .  14
     4.5.  Maintenance of Registration . . . . . . . . . . . . . . . . . . .  14
     4.6.  Future Registered Marks . . . . . . . . . . . . . . . . . . . . .  15
     4.7.  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE V

SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS. . . . .  15
     5.1.  Additional Representations and Warranties . . . . . . . . . . . .  15
     5.2.  Licenses and Assignments. . . . . . . . . . . . . . . . . . . . .  16
     5.3.  Infringements . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     5.4.  Maintenance of Patents and Copyrights . . . . . . . . . . . . . .  16
     5.5.  Prosecution of Patent Application . . . . . . . . . . . . . . . .  16
     5.6.  Other Patents and Copyrights. . . . . . . . . . . . . . . . . . .  17
     5.7.  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE VI

PROVISIONS CONCERNING ALL COLLATERAL . . . . . . . . . . . . . . . . . . . .  17
     6.1.  Protection of Collateral Agent's Security . . . . . . . . . . . .  17
     6.2.  Warehouse Receipts Non-negotiable . . . . . . . . . . . . . . . .  18
     6.3.  Further Actions . . . . . . . . . . . . . . . . . . . . . . . . .  18
     6.4.  Financing Statements. . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE VII

REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT . . . . . . . . . . . . . . . .  19
     7.1.  Remedies; Obtaining the Collateral Upon Default . . . . . . . . .  19
     7.2.  Remedies; Disposition of the Collateral . . . . . . . . . . . . .  20
     7.3.  Waiver of Claims. . . . . . . . . . . . . . . . . . . . . . . . .  21
     7.4.  Application of Proceeds . . . . . . . . . . . . . . . . . . . . .  22
     7.5.  Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . .  25
     7.6.  Discontinuance of Proceedings . . . . . . . . . . . . . . . . . .  25


                                      (ii)
<PAGE>

                                                                            Page
                                                                            ----

ARTICLE VIII

INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     8.1.  Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     8.2.  Indemnity Obligations Secured by Collateral; Survival . . . . . .  27

ARTICLE IX

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

ARTICLE X

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
     10.1.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
     10.2.  Waiver; Amendment. . . . . . . . . . . . . . . . . . . . . . . .  34
     10.3.  Obligations Absolute . . . . . . . . . . . . . . . . . . . . . .  34
     10.4.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . .  34
     10.5.  Headings Descriptive . . . . . . . . . . . . . . . . . . . . . .  35
     10.6.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     10.7.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .  35
     10.8.  Assignor's Duties. . . . . . . . . . . . . . . . . . . . . . . .  35
     10.9.  Termination; Release . . . . . . . . . . . . . . . . . . . . . .  35
     10.10.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .  36
     10.11.  The Collateral Agent. . . . . . . . . . . . . . . . . . . . . .  36


ANNEX A   Schedule of Chief Executive
           Offices/Record Locations
ANNEX B   Schedule of Receivables and
           Contract Rights Locations
ANNEX C   Schedule of Inventory and Equipment Locations
ANNEX D   Schedule of Trade and Fictitious Names
ANNEX E   Schedule of Government Contracts
ANNEX F   Schedule of Marks
ANNEX G   Schedule of Patents and Applications
ANNEX H   Schedule of Copyrights and Applications
ANNEX I   Grant of Security Interest in and Mortgage of
           United States Trademarks and Patents
ANNEX J   Grant of Security Interest and Mortgage in
           United States Copyrights


                                      (iii)
<PAGE>

                               SECURITY AGREEMENT


          SECURITY AGREEMENT, dated as of April 25, 1996 (as amended, modified
or supplemented from time to time, the "Agreement"), among each of the
undersigned (each an "Assignor" and collectively, the "Assignors") and BANQUE
PARIBAS, as Collateral Agent (the "Collateral Agent"), for the benefit of (x)
the Banks (as defined below) and the Agent (as defined below) under, and any
other lender from time to time party to the Credit Agreement hereinafter
referred to (such Banks, the Agent and the other lenders, if any, are
hereinafter called the "Bank Creditors") and (y) if Banque Paribas in its
individual capacity, any Bank or a syndicate of financial institutions organized
by Banque Paribas or any such Bank or an affiliate of Banque Paribas or such
Bank enter into one or more (i) interest rate protection agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements), (ii) foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values and/or (iii) other types of hedging agreements from time to
time (collectively, the "Interest Rate Protection or Other Hedging Agreements"),
with, or guaranteed by, the Borrower (as defined below) or any of its
Subsidiaries, Banque Paribas, any such Bank or an affiliate of Banque Paribas or
such Bank (even if Banque Paribas or any such Bank ceases to be a Bank under the
Credit Agreement for any reason) and any such institution that participates in
such Interest Rate Protection or Other Hedging Agreements and their subsequent
assigns (collectively, the "Other Creditors" and, together with the Bank
Creditors, are herein called the "Secured Creditors").  Except as otherwise
defined herein, terms used herein and defined in the Credit Agreement shall be
used herein as therein defined.


                              W I T N E S S E T H :


          WHEREAS, Vernitron Corporation (the "Borrower"), the financial
institutions from time to time party thereto (the "Banks") and Banque Paribas,
as Agent (the "Agent"), have entered into a Credit Agreement, dated as of
April 25, 1996, providing for the making of Loans and the issuance of, and
participation in, Letters of Credit as contemplated therein (as the used herein,
the term "Credit Agreement"  means the Credit Agreement described above in this
paragraph, as the same may be amended, modified, extended, renewed, replaced,
restated, supplemented, restructured or refinanced from time to time, and
including any agreement extending the maturity of, refinancing or restructuring
(including, but not limited to, the inclusion of additional borrowers thereunder
that are Subsidiaries of the Borrower and whose obligations are guaranteed by
the Borrower thereunder or any increase in the amount borrowed) all or any
portion of, the Indebtedness under such agreement or any successor agreements;
PROVIDED, that with respect to any agreement


<PAGE>

providing for the refinancing of Indebtedness under the Credit Agreement, such
agreement shall only be treated as, or as part of, the Credit Agreement
hereunder if (i) either (A) all obligations under the Credit Agreement being
refinanced shall be paid in full at the time of such refinancing, and all
commitments and letters of credit issued pursuant to the refinanced Credit
Agreement shall have terminated in accordance with their terms or (B) the
Required Banks shall have consented in writing to the refinancing Indebtedness
being treated, along with their Indebtedness, as Indebtedness pursuant to the
Credit Agreement, (ii) the refinancing Indebtedness shall be permitted to be
incurred under the Credit Agreement being refinanced (if such Credit Agreement
is to remain outstanding) and (iii) a notice to the effect that the refinancing
Indebtedness shall be treated as issued under the Credit Agreement shall be
delivered by the Borrower to the Collateral Agent;

          WHEREAS, pursuant to the Subsidiaries Guaranty (as amended, modified
or supplemented from time to time, the "Subsidiaries Guaranty"), Subsidiaries of
the Borrower may from time to time jointly and severally guarantee to the
Secured Creditors the payment when due of all obligations and liabilities of the
Borrower under or with respect to the Credit Documents and each Interest Rate
Protection Agreement or Other Hedging Agreement with one or more Other
Creditors;

          WHEREAS, the Borrower desires to incur Loans and to have Letters of
Credit issued for its account pursuant to the Credit Agreement;

          WHEREAS, the Borrower may at any time and from time to time enter into
one or more Interest Rate Protection or Other Hedging Agreements with one or
more Other Creditors;

          WHEREAS, it is a condition precedent to the above-described extensions
of credit that each of the Assignors shall have executed and delivered this
Agreement to the Collateral Agent;

          WHEREAS, each Assignor desires to execute this Agreement to satisfy
the condition described in the preceding paragraph;


          NOW, THEREFORE, in consideration of the benefits accruing to each
Assignor, the receipt and sufficiency of which are hereby acknowledged, each
Assignor hereby makes the following representations and warranties to the
Collateral Agent and hereby covenants and agrees with the Collateral Agent as
follows:


                                       -2-
<PAGE>

                                    ARTICLE I

                               SECURITY INTERESTS

          1.1.  GRANT OF SECURITY INTERESTS.  (a)  As security for the prompt
and complete payment and performance when due of all of the Obligations, each
Assignor does hereby assign and transfer unto the Collateral Agent, and does
hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a
continuing security interest of first priority (subject only to Permitted Liens)
in all of the right, title and interest of such Assignor in, to and under all of
the following, whether now existing or hereafter from time to time acquired:
(i) each and every Receivable, (ii) all Contracts, together with all Contract
Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account
and any other cash collateral account established for any Assignor in accordance
with the provisions of this Agreement and all moneys, securities and instruments
deposited or required to be deposited in such Cash Collateral Account and any
such other cash collateral account, (v) all Equipment, (vi) all Marks, together
with the registrations and right to all renewals thereof, and the goodwill of
the business of such Assignor symbolized by the Marks, (vii) all Patents and
Copyrights, (viii) all computer programs of such Assignor and all intellectual
property rights therein and all other proprietary information of such Assignor,
including, but not limited to, trade secrets, (ix) (1) each Bank Deposit Account
and each Concentration Account, (2) all moneys, checks, drafts, securities and
instruments deposited or required to be deposited in each Bank Deposit Account
and each Concentration Account, (3) all investments and all certificates and
instruments, if any, from time to time representing or evidencing such
investments and (4) all interest, dividends, cash, investments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing items listed under
subclauses (1) through (3), (x) (1) each Bank Deposit Account Consent Letter and
each other agreement from time to time entered into by any Assignor with any
Deposit Bank and all rights of such Assignor under each such Bank Deposit
Account Consent Letter and (2) each Concentration Account Consent Letter and
each other agreement from time to time entered into by any Assignor with the
Concentration Account Bank with respect to the Concentration Account and all
rights of such Assignor under the Concentration Account Consent Letter, (xi) all
other Goods, General Intangibles, Chattel Paper, Documents and Instruments
(other than the Pledged Securities), (xii) all insurance policies and (xiii) all
Proceeds and products of any and all of the foregoing (all of the above,
collectively, the "Collateral"), PROVIDED, HOWEVER that if any Contract
prohibits, or requires the consent for (in accordance with the terms thereof
after giving effect to any applicable laws), the granting of a security interest
therein, or in the event the granting of a security interest in any Contract
shall violate applicable law, then the security interest granted hereby shall be
limited to the extent (and only to the extent) necessary so that such Contract
may not be so violated or no such violation of law shall exist, as the case may
be.


                                       -3-
<PAGE>

          (b)  The security interest of the Collateral Agent under this
Agreement extends to all Collateral of the kind which is the subject of this
Agreement which any Assignor may acquire at any time during the continuation of
this Agreement.

          1.2.  POWER OF ATTORNEY.  Each Assignor hereby constitutes and
appoints the Collateral Agent its true and lawful attorney, irrevocably, with
full power after the occurrence of and during the continuance of an Event of
Default (in the name of such Assignor or otherwise) to act, require, demand,
receive, compound and give acquittance for any and all moneys and claims for
moneys due or to become due to such Assignor under or arising out of the
Collateral, to endorse any checks or other instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem to be necessary or advisable to protect the
interests of the Secured Creditors, which appointment as attorney is coupled
with an interest.


                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

          Each Assignor represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:

          2.1.  NECESSARY FILINGS.  All filings, registrations and recordings
necessary to create, preserve, protect and perfect the security interest granted
by such Assignor to the Collateral Agent hereby in respect of the Collateral
have been accomplished and the security interest granted to the Collateral Agent
pursuant to this Agreement in and to the Collateral constitutes a perfected
security interest therein, to the extent permitted by law, prior to the rights
of all other Persons therein (other than holders of Permitted Liens) and subject
to no other Liens (other than Permitted Liens) and is entitled to all the
rights, priorities and benefits afforded by the Uniform Commercial Code or other
relevant law as enacted in any relevant jurisdiction to perfected security
interests.

          2.2.  NO LIENS.  Such Assignor is, and as to Collateral acquired by it
from time to time after the date hereof such Assignor will be, the owner of or
holder of leasehold interest in all Collateral free from any Lien, security
interest, encumbrance or other right, title or interest of any Person (other
than Permitted Liens), and such Assignor shall defend the Collateral against all
claims and demands of all Persons at any time claiming the same or any interest
therein adverse to the Collateral Agent if such claims or demands would have a
material adverse effect on the performance, business, assets, nature of assets,


                                       -4-
<PAGE>

liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          2.3.  OTHER FINANCING STATEMENTS.  As of the date hereof, there is no
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Collateral (other than Permitted Liens and the security interests
granted hereby), and so long as the Total Commitment has not been terminated or
any Letter of Credit or Note remains outstanding or any of the Obligations
remain unpaid or any Interest Rate Protection or Other Hedging Agreement remains
in effect or any Obligations are owed with respect thereto, such Assignor will
not execute or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security
interests granted hereby by such Assignor or as permitted by the Credit
Agreement.

          2.4.  CHIEF EXECUTIVE OFFICE; RECORDS.  The chief executive office of
each Assignor is located at the address or addresses indicated on Annex A
hereto.  No Assignor will move its chief executive office except to such new
location as such Assignor may establish in accordance with the last sentence of
this Section 2.4.  The originals of all documents evidencing all Receivables and
Contract Rights of each Assignor and the only original books of account and
records of such Assignor relating thereto are, and will continue to be, kept at
such chief executive office or at such other locations as are set forth on Annex
B hereto or at such other locations as such Assignor may establish in accordance
with the last sentence of this Section 2.4.  All Receivables and Contract Rights
of each Assignor are, and will continue to be, maintained at, and controlled and
directed (including, without limitation, for general accounting purposes) from,
the office locations described above or such new location established in
accordance with the last sentence of this Section 2.4.  No Assignor shall
establish new locations for such offices until (i) it shall have given to the
Collateral Agent not less than 30 days' prior written notice of its intention to
do so, clearly describing such new location and providing such other information
in connection therewith as the Collateral Agent may reasonably request,
(ii) with respect to such new location, it shall have taken all action,
satisfactory to the Collateral Agent, to maintain the security interest of the
Collateral Agent in the Collateral intended to be granted hereby at all times
fully perfected and in full force and effect, (iii) at the request of the
Collateral Agent, it shall have furnished an opinion of counsel reasonably
acceptable to the Collateral Agent to the effect that all financing or
continuation statements and amendments or supplements thereto have been filed in
the appropriate filing office or offices, and (iv) the Collateral Agent shall
have received evidence that all other actions (including, without limitation,
the payment of all filing fees and taxes, if any, payable in connection with
such


                                       -5-
<PAGE>

filings) have been taken, in order to perfect (and maintain the perfection and
priority of) the security interest granted hereby.

          2.5.  LOCATION OF INVENTORY AND EQUIPMENT.  All Inventory and
Equipment held on the date hereof by each Assignor is located at one of the
locations shown on Annex C hereto.  Each Assignor agrees that all Inventory and
Equipment now held or subsequently acquired by it shall be kept at (or shall be
in transport to) any one of the locations shown on Annex C hereto or such new
location as such Assignor may establish in accordance with the last sentence of
this Section 2.5.  Any Assignor may establish a new location for Inventory and
Equipment only if (i) it shall have given to the Collateral Agent not less than
30 days prior written notice of its intention so to do, clearly describing such
new location and providing such other information in connection therewith as the
Collateral Agent may reasonably request, (ii) with respect to such new location,
it shall have taken all action satisfactory to the Collateral Agent to maintain
the security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect, (iii)
at the request of the Collateral Agent, it shall have furnished an opinion of
counsel reasonably acceptable to the Collateral Agent to the effect that all
financing or continuation statements and amendments or supplements thereto have
been filed in the appropriate filing office or offices, and (iv) the Collateral
Agent shall have received evidence that all other actions (including, without
limitation, the payment of all filing fees and taxes, if any, payable in
connection with such filings) have been taken, in order to perfect (and maintain
the perfection and priority of) the security interest granted hereby.

          2.6.  TRADE NAMES; CHANGE OF NAME.  No Assignor has or operates in any
jurisdiction under, or previously has had or has operated in any jurisdiction
within the one year period preceding the date of this Agreement under, any trade
names, fictitious names or other names except its legal name and such other
trade or fictitious names as are listed on Annex D hereto.  No Assignor shall
change its legal name or assume or operate in any jurisdiction under any trade,
fictitious or other name except its legal name, names listed on Annex D and new
names established in accordance with the last sentence of this Section 2.6.  No
Assignor shall assume or operate in any jurisdiction under any new trade,
fictitious or other name until (i) it shall have given to the Collateral Agent
not less than 30 days' prior written notice of its intention so to do, clearly
describing such new name and the jurisdictions in which such new name shall be
used and providing such other information in connection therewith as the
Collateral Agent may reasonably request, (ii) with respect to such new name, it
shall have taken all necessary action reasonably requested by the Collateral
Agent, to maintain the security interest of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully perfected and in
full force and effect, (iii) at the request of the Collateral Agent, it shall
have furnished an opinion of counsel reasonably acceptable to the Collateral
Agent to the effect that all financing or


                                       -6-
<PAGE>

continuation statements and amendments or supplements thereto have been filed in
the appropriate filing office or offices, and (iv) the Collateral Agent shall
have received evidence that all other actions (including, without limitation,
the payment of all filing fees and taxes, if any, payable in connection with
such filings) have been taken, in order to perfect (and maintain the perfection
and priority of) the security interest granted hereby.

          2.7.  RECOURSE.  This Agreement is made with full recourse to the
Assignor and pursuant to and upon all the warranties, representations, covenants
and agreements on the part of such Assignor contained herein, in the other
Credit Documents, in the Interest Rate Protection or Other Hedging Agreements
and otherwise in writing in connection herewith or therewith.


                                   ARTICLE III

                   SPECIAL PROVISIONS CONCERNING RECEIVABLES;
               CONTRACT RIGHTS; INSTRUMENTS; BANK DEPOSIT ACCOUNTS

          3.1.  ADDITIONAL REPRESENTATIONS AND WARRANTIES.  As of the time when
each of its Receivables arises, the relevant Assignor shall be deemed to have
represented and warranted that such Receivable, and all records, papers and
documents relating thereto are genuine and in all respects what they purport to
be, and that all papers and documents relating thereto (i) will represent the
genuine, legal, valid and binding obligation of the account debtor evidencing
indebtedness unpaid and owed by the respective account debtor arising out of the
performance of labor or services or the sale or lease and delivery of the
inventory, materials, equipment or merchandise listed therein, or both,
(ii) will be the only original writings evidencing and embodying such obligation
of the account debtor named therein (other than copies created for general
accounting purposes), (iii) will evidence true and valid obligations,
enforceable in accordance with their respective terms, except to the extent that
the enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
by equity principles (regardless of whether enforcement is sought in equity or
at law), and (iv) will be in compliance and will conform in all material
respects with all applicable federal, state and local laws and applicable laws
of any relevant foreign jurisdiction.

          3.2.  MAINTENANCE OF RECORDS.  Each Assignor will keep and maintain at
its own cost and expense satisfactory and complete records of its Receivables
and Contracts, including, but not limited to, originals or copies of all
documentation (including each Contract) with respect thereto, records of all
payments received, all credits granted thereon, all merchandise returned and all
other dealings therewith, and such Assignor will make the same available on such
Assignor's premises to the Collateral Agent for inspection, at such


                                       -7-
<PAGE>

Assignor's own cost and expense, and at any and all reasonable times and
intervals.  Upon the occurrence and during the continuance of an Event of
Default and at the request of the Collateral Agent, such Assignor shall, at its
own cost and expense, deliver all tangible evidence of its Receivables and
Contract Rights (including, without limitation, all documents evidencing the
Receivables and all Contracts) and such books and records to the Collateral
Agent or to its representatives (copies of which evidence and books and records
may be retained by such Assignor).  Upon the occurrence and during the
continuance of an Event of Default, if the Collateral Agent so directs, such
Assignor shall legend, in form and manner satisfactory to the Collateral Agent,
the Receivables and the Contracts, as well as books, records and documents of
such Assignor evidencing or pertaining to such Receivables and Contracts with an
appropriate reference to the fact that such Receivables and Contracts have been
assigned to the Collateral Agent and that the Collateral Agent has a security
interest therein.

          3.3.  DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES; ETC.  Upon
the occurrence and during the continuance of an Event of Default, and if the
Collateral Agent so directs any Assignor, to the extent permitted by applicable
law, such Assignor agrees (x) to cause all payments on account of the
Receivables and Contracts to be made directly to the Cash Collateral Account,
(y) that the Collateral Agent may, at its option, directly notify the obligors
with respect to any Receivables and/or under any Contracts to make payments with
respect thereto as provided in preceding clause (x), and (z) that the Collateral
Agent may enforce collection of any such Receivables and Contracts and may
adjust, settle or compromise the amount of payment thereof, in the same manner
and to the same extent as such Assignor.  Upon the occurrence and during the
continuance of an Event of Default, and without notice to or assent by any
Assignor, the Collateral Agent may apply any or all amounts then in, or
thereafter deposited in, the Cash Collateral Account which application shall be
effected in the manner provided in Section 7.4 of this Agreement.  The costs and
expenses (including attorneys' fees) of collection, whether incurred by an
Assignor or the Collateral Agent, shall be borne by the Assignors.

          3.4.  MODIFICATION OF TERMS; ETC.  No Assignor shall rescind or cancel
any indebtedness evidenced by any Receivable or under any Contract, or modify
any term thereof or make any adjustment with respect thereto, or extend or renew
the same, or compromise or settle any material dispute, claim, suit or legal
proceeding relating thereto, or sell any Receivable or Contract, or interest
therein, without the prior written consent of the Collateral Agent, except as
permitted by Section 3.5.  Each Assignor will duly fulfill all obligations on
its part to be fulfilled under or in connection with the Receivables and
Contracts and will do nothing to impair the rights of the Collateral Agent in
the Receivables or Contracts, except as permitted by Section 3.5.


                                       -8-
<PAGE>

          3.5.  COLLECTION.  Each Assignor shall use its best efforts to cause
to be collected from the account debtor named in each of its Receivables or
obligor under any of its Contracts, as and when due (including, without
limitation, amounts, services or products which are delinquent, such amounts,
services or products to be collected in accordance with generally accepted
lawful collection procedures) any and all amounts, services or products owing
under or on account of such Receivable or Contract, and apply forthwith upon
receipt thereof all such amounts, services or products as are so collected to
the outstanding balance of such Receivable or under such Contract, except that,
prior to the occurrence and continuance of an Event of Default, any Assignor may
allow in the ordinary course of business as adjustments to amounts, services or
products owing under its Receivables and Contracts (i) an extension or renewal
of the time or times of payment or exchange, or settlement for less than the
total unpaid balance, which such Assignor finds appropriate in accordance with
reasonable business judgment and (ii) a refund or credit due as a result of
returned or damaged merchandise or improperly performed services.  The costs and
expenses (including, without limitation, attorneys' fees) of collection, whether
incurred by an Assignor or the Collateral Agent, shall be borne by the
Assignors.

          3.6.  INSTRUMENTS.  If any Assignor owns or acquires any Instrument
constituting Collateral, such Assignor will within 10 Business Days notify the
Collateral Agent thereof, and upon request by the Collateral Agent will promptly
deliver such Instrument to the Collateral Agent appropriately endorsed to the
order of the Collateral Agent as further security hereunder.

          3.7.  BANK DEPOSIT ACCOUNTS.  (a)  On or before the Initial Borrowing
Date,  the Assignors have established the Bank Deposit Accounts with one or more
Deposit Banks as referenced in Section 7.26 of the Credit Agreement.  On or
before the Initial Borrowing Date, each Assignor hereby agrees that it shall
notify each such Deposit Bank that any Bank Deposit Account maintained with such
Deposit Bank by such Assignor is under the exclusive dominion and control of the
Collateral Agent and that all moneys, instruments and other securities deposited
in such Bank Deposit Account are to be held by such Deposit Bank for the benefit
of the Collateral Agent.  Furthermore, on or before the Initial Borrowing Date,
each Assignor shall cause each Deposit Bank to execute and deliver to the
Collateral Agent a Bank Deposit Account Consent Letter substantially in the form
of Exhibit G-2 to the Credit Agreement acknowledging the security interest and
exclusive dominion and control of the Collateral Agent in all moneys,
instruments and other securities deposited in the Bank Deposit Account
established with such Deposit Bank by such Assignor.  Each Assignor hereby
represents and warrants that it does not now maintain, and will not in the
future maintain, any other account with any Deposit Bank or any other banking or
financial institution; PROVIDED, HOWEVER, that any Assignor may establish and
maintain additional Bank Deposit Accounts with any such Deposit Bank or any new
Deposit Bank if (x) in the case of an existing Deposit Bank, such Assignor, the
Deposit Bank and


                                       -9-
<PAGE>

the Collateral Agent shall have entered into an amendment to the relevant Bank
Deposit Account Consent Letter to include such new Bank Deposit Account under
such Bank Deposit Account Consent Letter, such amendment to be in form and
substance reasonably satisfactory to the Collateral Agent, and (y) in the case
of a new Deposit Bank (i) the Assignor shall have given the Collateral Agent 30
days' prior written notice of its intention to establish a new Bank Deposit
Account with a new Deposit Bank, (ii) such new Deposit Bank shall be reasonably
acceptable to the Collateral Agent, and (iii) such new Deposit Bank shall enter
into a Bank Deposit Account Consent Letter.

          (b)  Each Assignor hereby transfers to the Collateral Agent the
exclusive dominion and control over the Bank Deposit Accounts of such Assignor.
Each Assignor shall, within one Business Day of actual receipt thereof, deposit
any payment received in respect of any Receivables, Contracts or any other asset
listed in Section 1.1 into a Bank Deposit Account.

          (c)  Until an Event of Default shall have occurred and be continuing,
each Assignor is hereby authorized by the Collateral Agent to direct the
disposition of any and all moneys, instruments and other securities deposited in
the Bank Deposit Accounts for use by the Assignor in a manner permitted by the
Credit Agreement.

          (d)  Upon the occurrence and during the continuance of an Event of
Default, the authorization of the Assignor under Section 3.7(c) shall be revoked
and all deposits contained in the Bank Deposit Accounts, and any additional
moneys, instruments  and other securities subsequently deposited in any Bank
Deposit Account shall be transferred to the Cash Collateral Account, to be held
by the Collateral Agent as Collateral for the Obligations or applied to the
Obligations in accordance with this Agreement (all such deposits in any such
Cash Collateral Account shall constitute "Collateral" for all purposes of this
Agreement).  Upon the occurrence and during the continuance of an Event of
Default, without notice to or assent by any Assignor, the Collateral Agent may
apply any or all amounts then in, or thereafter deposited in, the Cash
Collateral Account in the manner provided in Section 7.4 of this Agreement.  The
costs and expenses (including attorney's fees) of collection, whether incurred
by an Assignor or the Collateral Agent, shall be borne by the Assignors.

          3.8.  CONCENTRATION ACCOUNTS.  (a)  On or before the Initial Borrowing
Date, the Assignors have established the Concentration Account with the
Concentration Account Bank as referenced in Section 7.26 of the Credit
Agreement.  On or before the Initial Borrowing Date, each Assignor hereby agrees
that it shall notify the Concentration Account Bank that the Concentration
Account maintained with such Concentration Account Bank by such Assignor is
under the exclusive dominion and control of the Collateral Agent and that all
moneys, instruments and other securities deposited in such Concentration Account
are


                                      -10-
<PAGE>

to be held by such Concentration Account Bank for the benefit of the Collateral
Agent.  Furthermore, on or before the Initial Borrowing Date, each Assignor
shall cause the Concentration Account Bank to execute and deliver to the
Collateral Agent a Concentration Account Consent Letter substantially in the
form of Exhibit G-3 to the Credit Agreement acknowledging the security interest
and exclusive dominion and control of the Collateral Agent in all moneys,
instruments and other securities deposited in the Concentration Account
established with such Concentration Account Bank by such Assignor.  Each
Assignor hereby represents and warrants that it does not now maintain, and will
not in the future maintain, any other account with the Concentration Account
Bank other than the applicable Concentration Account; PROVIDED, HOWEVER, that
any Assignor may establish and maintain additional Concentration Accounts with
any such Concentration Account Bank or any new Concentration Account Bank if (x)
in the case of the existing Concentration Account Bank, such Assignor, the
Concentration Account Bank and the Collateral Agent shall have entered into an
amendment to the relevant Concentration Account Consent Letter to include such
new Concentration Account under such Concentration Account Consent Letter, such
amendment to be in form and substance reasonably satisfactory to the Collateral
Agent, and (y) in the case of a new Concentration Account Bank (i) the Assignor
shall have given the Collateral Agent 30 days' prior written notice of its
intention to establish a new Concentration Account with a new Concentration
Account Bank, (ii) such new Concentration Account Bank shall be reasonably
acceptable to the Collateral Agent, and (iii) such new Concentration Account
Bank shall enter into a Concentration Account Consent Letter.

          (b)  Each Assignor hereby transfers to the Collateral Agent the
exclusive dominion and control over the Concentration Account of such Assignor.

          (c)  Until an Event of Default shall have occurred and be continuing,
each Assignor is hereby authorized by the Collateral Agent to direct the
disposition of any and all moneys, instruments and other securities deposited in
the Concentration Account for use by the Assignor in a manner permitted by the
Credit Agreement.

          (d)  Upon the occurrence and during the continuance of an Event of
Default, the authorization of the Assignor under Section 3.8(c) shall be revoked
and all deposits contained in the Concentration Account, and any additional
moneys, instruments  and other securities subsequently deposited in any
Concentration Account shall be transferred to the Cash Collateral Account, to be
held by the Collateral Agent as Collateral for the Obligations or applied to the
Obligations in accordance with this Agreement (all such deposits in any such
Cash Collateral Account shall constitute "Collateral" for all purposes of this
Agreement).  Upon the occurrence and during the continuance of an Event of
Default, without notice to or assent by any Assignor, the Collateral Agent may
apply any or all amounts then in, or thereafter deposited in, the Cash
Collateral Account in the


                                      -11-
<PAGE>

manner provided in Section 7.4 of this Agreement.  The costs and expenses
(including attorney's fees) of collection, whether incurred by an Assignor or
the Collateral Agent, shall be borne by the Assignors.

          3.9.  GOVERNMENT CONTRACTS.  (a)  Each Assignor represents and
warrants that (i) the Government Contracts listed in Annex E constitute all
Government Contracts with respect to which such Assignor reasonably expects to
receive payments or other consideration with a value in excess of $250,000 to
which such Assignor is a party on the date hereof, and (ii) set forth in Annex
E, with respect to each Government Contract referred to in clause (i) above, is
(a) the true and correct GC Notice Recipient and (b) the anticipated annual
gross revenue under such Government Contract.

          (b)  Each Assignor hereby covenants and agrees that as promptly as
practicable and in any event within 60 days following its entering into of any
Government Contract (other than a Restricted Government Contract) with respect
to which such Assignor reasonably expects to receive payments or other
consideration with a value in excess of $250,000 after the date hereof, such
Assignor shall notify the Collateral Agent thereof, which notice shall set forth
(i) each GC Notice Recipient with respect to such Government Contract and (ii)
the anticipated gross revenue under such Government Contract.

          (c)  Each Assignor agrees that promptly upon obtaining knowledge that
any of the information provided pursuant to Section 3.9(a) or (b) has changed,
it shall give written notice of such change to the Collateral Agent.

          (d)  Each Assignor hereby covenants and agrees that it will not enter
into any Restricted Government Contract unless such Assignor (i) determines in
good faith that it must agree to a prohibition on the assignment of Receivables
arising under such Government Contract in order to obtain such Government
Contract and (ii) gives the Collateral Agent at least 10 Business Days' prior
written notice of its intention to enter into such Restricted Government
Contract.

          3.10.  ASSIGNMENT OF CLAIMS ACT NOTICES.  (a)  Upon the occurrence and
during the continuance of an Event of Default, and if the Collateral Agent so
directs any Assignor, such Assignor shall prepare and deliver to the Collateral
Agent, with respect to each Government Contract to which such Assignor is a
party on the date of such request, (i) a written notice of the assignment
contained herein, each of which notices shall be in form and substance
satisfactory to the Collateral Agent (each such notice, an "Assignment of Claims
Act Notice") and (ii) an executed, attested and sealed (but undated) instrument
of assignment, each of which instruments shall be in form and substance
satisfactory to the Collateral Agent (each such instrument, an "Instrument of
Assignment").  Upon the occur-


                                      -12-
<PAGE>

rence and during the continuance of an Event of Default, each Assignor shall,
upon five Business Days' notice from the Collateral Agent, file on behalf of the
Collateral Agent an Assignment of Claims Act Notice (by certified mail, return
receipt requested, or in such other manner acceptable to the Collateral Agent),
together with three copies thereof and a true copy of the corresponding
Instrument of Assignment, with each GC Notice Recipient with respect to each
Government Contract of such Assignor as shall be designated from time to time by
the Collateral Agent.  Each Assignor hereby further agrees that the Collateral
Agent may, upon the occurrence and during the continuance of an Event of
Default, directly file the notices and instruments of assignment described in
this Section 3.10.

          (b)  Each Assignor acknowledges and agrees that each Instrument of
Assignment is supplemental to, and not in substitution for, the terms and
provisions of this Agreement.

          3.11.  FURTHER ACTIONS.  Each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent, or
the GC Notice Recipients with respect to any Government Contract, from time to
time such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps relating
to its Receivables, Contracts, Instruments and other property or rights covered
by the security interest hereby granted, as the Collateral Agent may reasonably
require to implement the provisions of this Agreement.


                                   ARTICLE IV

                    SPECIAL PROVISIONS CONCERNING TRADEMARKS

          4.1.  ADDITIONAL REPRESENTATIONS AND WARRANTIES.  Each Assignor
represents and warrants that it is the true and lawful owner of or otherwise has
the right to use the Marks listed in Annex F hereto and that said listed Marks
constitute all the Marks that such Assignor presently owns or uses in connection
with its business.  Except as set forth on Annex F, each Assignor represents and
warrants that it owns, is licensed to use or otherwise has the right to use all
Marks that it uses.  Other than as set forth on Annex F, each Assignor further
warrants that it has no knowledge as of the date hereof, of any third party
claim that any aspect of such Assignor's present or contemplated business
operations infringes or will infringe any rights of any third party in any
trademark, service mark or trade name.  Each Assignor represents and warrants
that it is the beneficial and record owner of all U.S. and foreign trademark
registrations and applications listed in Annex F hereto and that said
registrations are valid, subsisting and have not been cancelled and that,


                                      -13-
<PAGE>

such Assignor is not aware of any third-party claim that any of said
registrations is invalid or unenforceable, or that there is any reason that any
of said applications will not pass to registration.  Each Assignor hereby grants
to the Collateral Agent an absolute power of attorney to sign, upon the
occurrence and during the continuance of an Event of Default, any document which
may be required by the U.S. Patent and Trademark Office or secretary of state or
equivalent governmental agency of any State of the United States or in any
foreign jurisdiction in order to effect an absolute assignment of all right,
title and interest in each Mark and the goodwill of such Assignor's business
symbolized by said Marks to the Collateral Agent, and record the same.

          4.2.  LICENSES AND ASSIGNMENTS.  Each Assignor hereby agrees not to
divest itself of any right under any Mark absent prior written approval of the
Collateral Agent.

          4.3.  INFRINGEMENTS.  Each Assignor agrees, promptly upon learning
thereof, to notify the Collateral Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect to
(i) any party who such Assignor believes is infringing or diluting or otherwise
violating in any material respect any of such Assignor's rights in and to any
Mark, or (ii) any party claiming that such Assignor's use of any Mark violates
in any material respect any property right of that party.  Each Assignor further
agrees, unless otherwise agreed by the Collateral Agent, to diligently prosecute
any Person materially infringing or diluting or otherwise violating any of such
Assignor's rights in and to any Mark.

          4.4.  PRESERVATION OF MARKS.  Each Assignor agrees to use its Marks in
interstate or foreign commerce during the time in which this Agreement is in
effect, sufficiently to preserve such Marks as valid and subsisting trademarks
or service marks under the laws of the United States or the relevant foreign
jurisdictions, except if the failure to preserve the Mark in question could not
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

          4.5.  MAINTENANCE OF REGISTRATION.  Each Assignor shall, at its own
expense, diligently process all documents required by the Trademark Act of 1946,
as amended, 15 U.S.C. Sections 1051 ET SEQ. and any foreign equivalent thereof
to maintain trademark registrations, including but not limited to affidavits of
continued use and applications for renewals of registration in the United States
Patent and Trademark Office or equivalent governmental agency in any foreign
jurisdiction for all of its registered Marks pursuant to 15 U.S.C. Sections
1058, 1059 and 1065 and any foreign equivalent thereof, and shall pay all fees
and disbursements in connection therewith and shall not abandon any such filing
of


                                      -14-
<PAGE>

affidavit of use or any such application of renewal prior to the exhaustion of
all administrative and judicial remedies without prior written consent of the
Collateral Agent.

          4.6.  FUTURE REGISTERED MARKS.  If any registration for any Mark
issues hereafter to any Assignor as a result of any application now or hereafter
pending before the United States Patent and Trademark Office or any equivalent
governmental agency in any foreign jurisdiction, within 30 days of receipt of
such certificate, such Assignor shall deliver to the Collateral Agent a copy of
such certificate and grant a security interest in such Mark to the Collateral
Agent and at the expense of such Assignor, the form of such grant of security
interest to be reasonably substantially in the form attached hereto as Annex I
hereto or in such other form as may be satisfactory to the Collateral Agent.

          4.7.  REMEDIES.  If an Event of Default shall occur and be continuing,
the Collateral Agent may, by written notice to the relevant Assignor, take any
or all of the following actions:  (i) declare the entire right, title and
interest of such Assignor in and to each of the Marks, together with all
trademark rights and rights of protection to the same and the goodwill of such
Assignor's business symbolized by said Marks and the right to recover for past
infringements thereof, vested in the Collateral Agent for the benefit of the
Secured Creditors, in which event such rights, title and interest shall
immediately vest in the Collateral Agent for the benefit of the Secured
Creditors, and the Collateral Agent shall be entitled to exercise the power of
attorney referred to in Section 4.1 to execute, cause to be acknowledged and
notarized and to record said absolute assignment with the applicable agency;
(ii) take and use or, subject to the provisions of Section 7.2, sell the Marks
and the goodwill of such Assignor's business symbolized by the Marks; and (iii)
direct such Assignor to refrain, in which event such Assignor shall refrain,
from using the Marks in any manner whatsoever, directly or indirectly, and, if
requested by the Collateral Agent, change such Assignor's corporate name to
eliminate therefrom any use of any Mark and execute such other and further
documents that the Collateral Agent may request to further confirm this and to
transfer ownership of the Marks and registrations and any pending trademark
applications therefor in the United States Patent and Trademark Office or any
equivalent governmental agency in any foreign jurisdiction to the Collateral
Agent.


                                    ARTICLE V

                          SPECIAL PROVISIONS CONCERNING
                      PATENTS, COPYRIGHTS AND TRADE SECRETS

          5.1.  ADDITIONAL REPRESENTATIONS AND WARRANTIES.  Each Assignor
represents and warrants that it is the true and lawful owner of (i) all trade
secrets and proprietary information necessary to operate the business of such
Assignor (the "Trade Secret Rights"),


                                      -15-
<PAGE>

(ii) the Patents listed in Annex G hereto and (iii) the Copyrights listed in
Annex H hereto, that said Patents constitute all the patents and applications
for patents that such Assignor now owns and that such Copyrights constitute all
registrations of copyrights and applications for copyright registrations that
such Assignor now owns.  Each Assignor further represents and warrants that it
has the exclusive right to use and practice under all such Patents and
Copyrights that it owns, uses or practices under.  Each Assignor further
warrants that it is aware of no claim that any aspect of such Assignor's present
or contemplated business operations infringes or will infringe any rights of any
third party in any patent or copyright or such Assignor has misappropriated any
trade secret or proprietary information.  Each Assignor hereby grants to the
Collateral Agent an absolute power of attorney to sign, upon the occurrence and
during the continuance of any Event of Default, any document which may be
required by the U.S. Patent and Trademark Office or equivalent governmental
agency in any foreign jurisdiction or the U.S. Copyright Office or equivalent
governmental agency in any foreign jurisdiction in order to effect an absolute
assignment of all right, title and interest in each Patent and Copyright to the
Collateral Agent, and to record the same.

          5.2.  LICENSES AND ASSIGNMENTS.  Each Assignor hereby agrees not to
divest itself of any right under any Patent or Copyright absent prior written
approval of the Collateral Agent.

          5.3.  INFRINGEMENTS.  Each Assignor agrees, promptly upon learning
thereof, to furnish the Collateral Agent in writing with all pertinent
information available to such Assignor with respect to infringement,
contributing infringement or active inducement to infringe in any Patent or
Copyright or to any claim that the practice of any Patent or the use of any
Copyright violates any property right of a third party, or with respect to any
misappropriation of any Trade Secret Right or any claim that practice of any
Trade Secret Right violates any property right of a third party.  Each Assignor
further agrees, unless otherwise agreed by the Collateral Agent, to diligently
prosecute any Person materially infringing any Patent or Copyright or any Person
materially misappropriating any Trade Secret Right.

          5.4.  MAINTENANCE OF PATENTS AND COPYRIGHTS.  Each Assignor shall, at
its own expense, make timely payment of all post-issuance fees required pursuant
to 35 U.S.C. Section 41 and any foreign equivalent thereof to maintain in full
force rights under each Patent, and to apply as permitted pursuant to applicable
law for any renewal of each Copyright absent prior written consent of the
Collateral Agent.

          5.5.  PROSECUTION OF PATENT APPLICATION.  Each Assignor shall, at its
own expense, diligently prosecute all applications for Patents listed in Annex G
hereto and shall


                                      -16-
<PAGE>

not abandon any such application prior to exhaustion of all administrative and
judicial remedies, absent written consent of the Collateral Agent.

          5.6.  OTHER PATENTS AND COPYRIGHTS.  Within 30 days of the acquisition
or issuance of a Patent or of a Copyright registration, or of filing of an
application for a Patent or Copyright registration, the relevant Assignor shall
notify the Collateral Agent of the acquisition or any new issuance of a Patent
or of a Copyright registration or of the filing of an application for a Patent
or Copyright registration and the relevant Assignor shall deliver to the
Collateral Agent a copy of said Copyright registration or Patent or certificate
or registration of, or application therefor, as the case may be, and grant a
security interest in such Patent or Copyright, as the case may be, to the
Collateral Agent and at the expense of such Assignor, the form of such grant of
security interest to be substantially in the form attached hereto as Annex J
hereto or in such other form as may be reasonably satisfactory to the Collateral
Agent.

          5.7.  REMEDIES.  If an Event of Default shall occur and be continuing,
the Collateral Agent may by written notice to the relevant Assignors take any or
all of the following actions:  (i) declare the entire right, title, and interest
of such Assignor in each of the Patents and Copyrights vested in the Collateral
Agent for the benefit of the Secured Creditors, in which event such right,
title, and interest shall immediately vest in the Collateral Agent for the
benefit of the Secured Creditors, in which case the Collateral Agent shall be
entitled to exercise the power of attorney referred to in Section 5.1 to
execute, cause to be acknowledged and notarized and to record said absolute
assignment with the applicable agency; (ii) take and practice or sell, subject
to Section 7.2, the Patents and Copyrights; and (iii) direct such Assignor to
refrain, in which event such Assignor shall refrain, from practicing the Patents
and using the Copyrights directly or indirectly, and such Assignor shall execute
such other and further documents as the Collateral Agent may request further to
confirm this and to transfer ownership of the Patents and Copyrights to the
Collateral Agent for the benefit of the Secured Creditors on the terms provided
herein.


                                   ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

          6.1.  PROTECTION OF COLLATERAL AGENT'S SECURITY.  Each Assignor will
do nothing to impair the rights of the Collateral Agent in the Collateral.  Each
Assignor will at all times keep its Inventory and Equipment insured in favor of
the Collateral Agent, at such Assignor's own expense to the extent and in the
manner provided in the Credit Agreement; all policies or certificates with
respect to such insurance (and any other insurance (other than employee benefit
insurance and directors and officers liability insurance) maintained


                                      -17-
<PAGE>

by such Assignor):  (i) shall be endorsed to the Collateral Agent's satisfaction
for the benefit of the Collateral Agent (including, without limitation, by
naming the Collateral Agent as loss payee and naming each of the Banks, the
Agent and the Collateral Agent as additional insureds, as appropriate); and (ii)
shall state that such insurance policies shall not be cancelled or revised
without 30 days' prior written notice thereof by the insurer to the Collateral
Agent; and, at the request of the Collateral Agent, certified copies of such
policies shall be deposited with the Collateral Agent.  If any Assignor shall
fail to insure its Inventory and Equipment in accordance with the preceding
sentence, or if any Assignor shall fail to so endorse and deposit all policies
with respect thereto, the Collateral Agent shall have the right (but shall be
under no obligation) to procure such insurance and such Assignor agrees to
promptly reimburse the Collateral Agent for all costs and expenses of procuring
such insurance.  All proceeds of any insurance shall be deposited in the Cash
Collateral Account pending application thereof pursuant to the Credit Agreement
or pursuant hereto, subject to the right of the relevant Assignor to retain and
apply such proceeds to replace or restore any assets or properties in respect of
which such proceeds were paid, or otherwise apply such proceeds, as and to the
extent permitted by the Credit Agreement.  The Collateral Agent shall, at any
time such proceeds of such insurance are distributed to the Secured Creditors,
apply such proceeds in accordance with Section 7.4 and the provisions of the
Credit Agreement, provided such proceeds may be distributed to the Secured
Creditors only to the extent permitted by this Agreement or the Credit
Agreement.  Each Assignor assumes all liability and responsibility in connection
with the Collateral acquired by it and the liability of such Assignor to pay the
Obligations shall in no way be affected or diminished by reason of the fact that
such Collateral may be lost, destroyed, stolen, damaged or for any reason
whatsoever unavailable to such Assignor.

          6.2.  WAREHOUSE RECEIPTS NON-NEGOTIABLE.  Each Assignor agrees that if
any warehouse receipt or receipt in the nature of a warehouse receipt is issued
with respect to any of its Inventory, such warehouse receipt or receipt in the
nature thereof shall not be "negotiable" (as such term is used in Section 7-104
of the Uniform Commercial Code as in effect in any relevant jurisdiction or
under other relevant law).

          6.3.  FURTHER ACTIONS.  Each Assignor will, at its own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such lists, descriptions and designations of its Collateral,
warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments and take
such further steps relating to the Collateral and other property or rights
covered by the security interest hereby granted, which the Collateral Agent
requests as appropriate or advisable to perfect, preserve or protect its
security interest in the Collateral.


                                      -18-
<PAGE>

          6.4.  FINANCING STATEMENTS.  Each Assignor agrees to execute and
deliver to the Collateral Agent such financing statements, in form acceptable to
the Collateral Agent, as the Collateral Agent may from time to time request or
as are necessary or desirable in the opinion of the Collateral Agent to
establish and maintain a valid, enforceable, first priority perfected security
interest in the Collateral as provided herein and the other rights and security
contemplated hereby all in accordance with the Uniform Commercial Code as
enacted in any and all relevant jurisdictions or any other relevant law.  Each
Assignor will pay any applicable filing fees, recordation taxes and related
expenses relating to its Collateral.  Each Assignor hereby authorizes the
Collateral Agent to file any such financing statements without the signature of
such Assignor where permitted by law.


                                   ARTICLE VII

                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT

          7.1.  REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT.  Each Assignor
agrees that, if any Event of Default shall have occurred and be continuing, then
and in every such case, the Collateral Agent, in addition to any rights now or
hereafter existing under applicable law, shall have all rights as a secured
creditor under the Uniform Commercial Code in all relevant jurisdictions and
may:

          (i)  personally, or by agents or attorneys, immediately take
     possession of the Collateral or any part thereof, from such Assignor or any
     other Person who then has possession of any part thereof with or without
     notice or process of law, and for that purpose may enter upon such
     Assignor's premises where any of the Collateral is located and remove the
     same and use in connection with such removal any and all services,
     supplies, aids and other facilities of such Assignor;

          (ii)  instruct the obligor or obligors on any agreement, instrument or
     other obligation (including, without limitation, the Receivables and the
     Contracts) constituting the Collateral to make any payment required by the
     terms of such agreement, instrument or other obligation directly to the
     Collateral Agent and may exercise any and all remedies of such Assignor in
     respect of such Collateral;

          (iii)  withdraw all moneys, instruments and other securities in any
     Bank Deposit Account and/or the Cash Collateral Account and/or in any other
     cash collateral account for application to the Obligations in accordance
     with Section 7.4;

          (iv)  sell, assign or otherwise liquidate any or all of the Collateral
     or any part thereof in accordance with Section 7.2, or direct the relevant
     Assignor to sell,


                                      -19-
<PAGE>

     assign or otherwise liquidate any or all of the Collateral or any part
     thereof, and, in each case, take possession of the proceeds of any such
     sale or liquidation;

          (v)  take possession of the Collateral or any part thereof, by
     directing the relevant Assignor in writing to deliver the same to the
     Collateral Agent at any place or places designated by the Collateral Agent,
     in which event such Assignor shall at its own expense:

               (x)  forthwith cause the same to be moved to the place or places
          so designated by the Collateral Agent and there delivered to the
          Collateral Agent;

               (y)  store and keep any Collateral so delivered to the Collateral
          Agent at such place or places pending further action by the Collateral
          Agent as provided in Section 7.2; and

               (z)  while the Collateral shall be so stored and kept, provide
          such guards and maintenance services as shall be necessary to protect
          the same and to preserve and maintain them in good condition; and

          (vi)  license or sublicense, whether on an exclusive or nonexclusive
     basis, any Marks, Patents or Copyrights included in the Collateral for such
     term and on such conditions and in such manner as the Collateral Agent
     shall in its sole judgment determine;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Assignor of said obligation.

          7.2.  REMEDIES; DISPOSITION OF THE COLLATERAL.  Any Collateral
repossessed by the Collateral Agent under or pursuant to Section 7.1 and any
other Collateral whether or not so repossessed by the Collateral Agent, may be
sold, assigned, leased or otherwise disposed of under one or more contracts or
as an entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Collateral Agent may, in
compliance with any mandatory requirements of applicable law, determine to be
commercially reasonable.  Any of the Collateral may be sold, leased or otherwise
disposed of, in the condition in which the same existed when taken by the
Collateral Agent or after any overhaul or repair at the expense of the relevant
Assignor which the Collateral Agent shall determine to be commercially
reasonable.  Any such disposition which shall be a private


                                      -20-
<PAGE>

sale or other private proceedings permitted by such requirements shall be made
upon not less than 10 days' written notice to the relevant Assignor specifying
the time at which such disposition is to be made and the intended sale price or
other consideration therefor, and shall be subject, for the 10 days after the
giving of such notice, to the right of the relevant Assignor or any nominee of
such Assignor to acquire the Collateral involved at a price or for such other
consideration at least equal to the intended sale price or other consideration
so specified.  Any such disposition which shall be a public sale permitted by
such requirements shall be made upon not less than 10 days' written notice to
the relevant Assignor specifying the time and place of such sale and, in the
absence of applicable requirements of law, shall be by public auction (which
may, at the Collateral Agent's option, be subject to reserve), after publication
of notice of such auction not less than 10 days prior thereto in two newspapers
in general circulation in the City of New York.  To the extent permitted by any
such requirement of law, the Collateral Agent may bid for and become the
purchaser of the Collateral or any item thereof, offered for sale in accordance
with this Section without accountability to the relevant Assignor.  If, under
mandatory requirements of applicable law, the Collateral Agent shall be required
to make disposition of the Collateral within a period of time which does not
permit the giving of notice to the relevant Assignor as hereinabove specified,
the Collateral Agent need give such Assignor only such notice of disposition as
shall be reasonably practicable in view of such mandatory requirements of
applicable law.  Each Assignor agrees to do or cause to be done all such other
acts and things as may be reasonably necessary to make such sale or sales of all
or any portion of the Collateral valid and binding and in compliance with any
and all applicable laws, regulations, orders, writs, injunctions, decrees or
awards of any and all courts, arbitrators or governmental instrumentalities,
domestic or foreign, having jurisdiction over any such sale or sales, all at
such Assignor's expense.

          7.3.  WAIVER OF CLAIMS.  Except as otherwise provided in this
Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S
TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH ASSIGNOR
WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES
OR OF ANY STATE, and, except as otherwise provided in this Agreement, the
Assignor hereby further waives, to the extent permitted by law:

          (i)  all damages occasioned by such taking of possession except any
     damages which are the direct result of the Collateral Agent's gross
     negligence or willful misconduct;


                                      -21-
<PAGE>

          (ii)  all other requirements as to the time, place and terms of sale
     or other requirements with respect to the enforcement of the Collateral
     Agent's rights hereunder; and

          (iii)  all rights of redemption, appraisement, valuation, stay,
     extension or moratorium now or hereafter in force under any applicable law
     in order to prevent or delay the enforcement of this Agreement or the
     absolute sale of the Collateral or any portion thereof, and each Assignor,
     for itself and all who may claim under it, insofar as it or they now or
     hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.

          7.4.  APPLICATION OF PROCEEDS.  (a)  All moneys collected by the
Collateral Agent (or, to the extent any Mortgage to which the Assignor is a
party requires proceeds of Collateral under such agreement to be applied in
accordance with the provisions of this Agreement, the Mortgagee 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
follows:

          (i)  first, to the payment of all Obligations owing the Collateral
     Agent (or any other Indemnitee, in the case of clause (v) referenced below)
     of the type provided in clauses (iii), (iv) and (v) of the definition of
     Obligations;

          (ii)  second, to the extent proceeds remain after the application
     pursuant to the preceding clause (i), an amount equal to the outstanding
     Primary Obligations  shall be paid to the Secured Creditors as provided in
     Section 7.4(f), with each Secured Creditor receiving an amount equal to its
     outstanding Primary Obligations or, if the proceeds are insufficient to pay
     in full all such Primary Obligations, its Pro Rata Share of the amount
     remaining to be distributed;

          (iii)  third, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i) and (ii), an amount equal to the
     outstanding Secondary Obligations shall be paid to the Secured Creditors as
     provided in Section 7.4(f), with each Secured Creditor receiving an amount
     equal to its outstanding Secondary


                                      -22-
<PAGE>

      Obligations or, if the proceeds are insufficient to pay in full all such
     Secondary Obligations, its Pro Rata Share of the amount remaining to be
     distributed; and

          (iv)  fourth, to the extent proceeds remain after the application
     pursuant to the preceding clauses (i), (ii)  and (iii), to the relevant
     Assignor or as required by applicable law.

          (b)  Notwithstanding anything to the contrary contained herein, it is
acknowledged and agreed that the Credit Document Revolving Obligations are not
secured by the Alabama Mortgage.  At any time when any amounts received pursuant
to the Alabama Mortgage are distributed, the Pro Rata Shares of the Bank
Creditors based upon their Credit Document Revolving Obligations shall be
separately calculated from the Pro Rata Shares of the Bank Creditors based on
their Alabama Mortgage Secured Credit Document Obligations, with each Bank
Creditor to receive distributions pursuant to Section 7.4(a) hereof representing
amounts received pursuant to the Alabama Mortgage as fully as if the Credit
Document Revolving Obligations were secured by the Alabama Mortgage, except that
the Pro Rata Shares of the Bank Creditors based on their Credit Document
Revolving Obligations shall instead be distributed to the Bank Creditors (on a
pro rata basis) in respect of their Alabama Mortgage Secured Credit Document
Obligations (with all amounts applied as provided in this clause (b), less any
distributions made to the Bank Creditors in respect of the Credit Document
Revolving Obligations pursuant to the next sentence, to constitute the "Inter-
Bank Revolving Credit Amount").  Following the application of any amounts
pursuant to the immediately preceding sentence, all subsequent distributions
which would have been made to the Bank Creditors pursuant to Section 7.4(a)
hereof in respect of their Alabama Mortgage Secured Credit Document Obligations
shall instead be applied to Bank Creditors in respect of their Credit Document
Revolving Obligations until the Inter-Bank Revolving Credit Amount has been
reduced to zero.

          (c)  For purposes of this Agreement (x) "Pro Rata Share" shall mean,
when calculating a Secured Creditor's portion of any distribution or amount,
that amount (expressed as a percentage) equal to a fraction the numerator of
which is the then unpaid amount of such Secured Creditor's Primary Obligations
or Secondary Obligations, as the case may be, and the denominator of which is
the then outstanding amount of all Primary Obligations or Secondary Obligations,
as the case may be, (y) "Primary Obligations" shall mean (i) in the case of the
Credit Document Obligations, all principal of, and interest on, all Loans, all
Unpaid Drawings theretofore made (together with all interest accrued thereon),
the aggregate Stated Amounts of all Letters of Credit issued under the Credit
Agreement, and all Fees and (ii) in the case of the Interest Rate Protection
Obligations, all amounts due under the Interest Rate Protection or Other Hedging
Agreements (other than indemnities, fees (including, without limitation,
attorneys' fees) and similar obligations and


                                      -23-
<PAGE>

liabilities) and (z) "Secondary Obligations" shall mean all Obligations other
than Primary Obligations.

          (d)  When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (i) first, to their Primary Obligations and (ii)
second, to their Secondary Obligations.  If any payment to any Secured Creditor
of its Pro Rata Share of any distribution would result in overpayment to such
Secured Creditor, such excess amount shall instead be distributed in respect of
the unpaid Primary Obligations or Secondary Obligations, as the case may be, of
the other Secured Creditors, with each Secured Creditor whose Primary
Obligations or Secondary Obligations, as the case may be, have not been paid in
full to receive an amount equal to such excess amount multiplied by a fraction
the numerator of which is the unpaid Primary Obligations or Secondary
Obligations, as the case may be, of such Secured Creditor and the denominator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of all Secured Creditors entitled to such distribution.

          (e)  Each of the Secured Creditors agrees and acknowledges that if the
Bank Creditors are to receive a distribution on account of undrawn amounts with
respect to Letters of Credit issued under the Credit Agreement (which shall only
occur after all outstanding Loans and Unpaid Drawings with respect to such
Letters of Credit have been paid in full), such amounts shall be paid to the
Agent under the Credit Agreement and held by it, for the equal and ratable
benefit of the Bank Creditors, as cash security for the repayment of Obligations
owing to the Bank Creditors as such.  If any amounts are held as cash security
pursuant to the immediately preceding sentence, then upon the termination of all
outstanding Letters of Credit, and after the application of all such cash
security to the repayment of all Obligations owing to the Bank Creditors after
giving effect to the termination of all such Letters of Credit, if there remains
any excess cash, such excess cash shall be returned by the Agent to the
Collateral Agent for distribution in accordance with Section 7.4(a) hereof.

          (f)  Except as set forth in Section 7.4(e) hereof, all payments
required to be made hereunder shall be made (i) if to the Bank Creditors, to the
Agent under the Credit Agreement for the account of the Bank Creditors, and (ii)
if to the Other Creditors, to the trustee, paying agent or other similar
representative (each a "Representative") for the Other Creditors or, in the
absence of such a Representative, directly to the Other Creditors.

          (g)  For purposes of applying payments received in accordance with
this Section 7.4, the Collateral Agent shall be entitled to rely upon (i) the
Agent under the Credit Agreement and (ii) the Representative for the Other
Creditors or, in the absence of such a Representative, upon the Other Creditors
for a determination (which the Agent, each


                                      -24-
<PAGE>

Representative for any Secured Creditors and the Secured Creditors agree (or
shall agree) to provide upon request of the Collateral Agent) of the outstanding
Primary Obligations and Secondary Obligations owed to the Bank Creditors or the
Other Creditors, as the case may be.  Unless it has actual knowledge (including
by way of written notice from a Bank Creditor or an Other Creditor) to the
contrary, the Agent and each Representative, in furnishing information pursuant
to the preceding sentence, and the Collateral Agent, in acting hereunder, shall
be entitled to assume that no Secondary Obligations are outstanding.  Unless it
has actual knowledge (including by way of written notice from an Other Creditor)
to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to
assume that no Interest Rate Protection or Other Hedging Agreements are in
existence.

          (h)  It is understood that each Assignor shall remain liable to the
extent of any deficiency between the amount of the proceeds of the Collateral
and the aggregate amount of the sums referred to in clauses (i), (ii) and (iii)
of Section 7.4(a) with respect to the relevant Assignor.

          7.5.  REMEDIES CUMULATIVE.  Each and every right, power and remedy
hereby specifically given to the Collateral Agent shall be in addition to every
other right, power and remedy specifically given under this Agreement, the
Interest Rate Protection or Other Hedging Agreements, the other Credit Documents
now or hereafter existing at law, in equity or by statute and each and every
right, power and remedy whether specifically herein given or otherwise existing
may be exercised from time to time or simultaneously and as often and in such
order as may be deemed expedient by the Collateral Agent.  All such rights,
powers and remedies shall be cumulative and the exercise or the beginning of the
exercise of one shall not be deemed a waiver of the right to exercise any other
or others.  No delay or omission of the Collateral Agent in the exercise of any
such right, power or remedy and no renewal or extension of any of the
Obligations shall impair any such right, power or remedy or shall be construed
to be a waiver of any Default or Event of Default or an acquiescence therein.
No notice to or demand on any Assignor in any case shall entitle it to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Collateral Agent to any other or further
action in any circumstances without notice or demand.  In the event that the
Collateral Agent shall bring any suit to enforce any of its rights hereunder and
shall be entitled to judgment, then in such suit the Collateral Agent may
recover its expenses, including attorneys' fees, and the amounts thereof shall
be included in such judgment.

          7.6.  DISCONTINUANCE OF PROCEEDINGS.  In case the Collateral Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Collateral Agent, then and in every such case the
relevant Assignor, the Collateral Agent and each holder of


                                      -25-
<PAGE>

any of the Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the
Collateral Agent shall continue as if no such proceeding had been instituted.


                                  ARTICLE VIII

                                    INDEMNITY

          8.1.  INDEMNITY.  (a)  Each Assignor jointly and severally agrees to
indemnify, reimburse and hold the Collateral Agent, each Secured Creditor and
their respective successors, permitted assigns, employees, agents and servants
(hereinafter in this Section 8.1 referred to individually as "Indemnitee," and
collectively as "Indemnitees") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including reasonable
attorneys' fees and expenses) (for the purposes of this Section 8.1 the
foregoing are collectively called "expenses") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way
relating to or arising out of this Agreement, any Interest Rate Protection or
Other Hedging Agreement, any other Credit Document or any other document
executed in connection herewith or therewith or in any other way connected with
the administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any
thereof, or in any way relating to or arising out of the manufacture, ownership,
ordering, purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return or other disposition, or use of the
Collateral (including, without limitation, latent or other defects, whether or
not discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of injury to or the death of any Person (including any Indemnitee), or property
damage), or contract claim; provided that no Indemnitee shall be indemnified
pursuant to this Section 8.1(a) for losses, damages or liabilities to the extent
caused by the gross negligence or willful misconduct of such Indemnitee.  Each
Assignor agrees that upon written notice by any Indemnitee of the assertion of
such a liability, obligation, damage, injury, penalty, claim, demand, action,
suit or judgment, the relevant Assignor shall assume full responsibility for the
defense thereof.  Each Indemnitee agrees to use its best efforts to promptly
notify the relevant Assignor of any such assertion of which such Indemnitee has
knowledge.

          (b)  Without limiting the application of Section 8.1(a), each Assignor
agrees, jointly and severally, to pay, or reimburse the Collateral Agent for any
and all reasonable fees, costs and expenses of whatever kind or nature incurred
in connection with the crea-


                                      -26-
<PAGE>

tion, preservation or protection of the Collateral Agent's Liens on, and
security interest in, the Collateral, including, without limitation, all fees
and taxes in connection with the recording or filing of instruments and
documents in public offices, payment or discharge of any taxes or Liens upon or
in respect of the Collateral (other than Liens permitted under this Agreement or
the Credit Agreement so long as no Event of Default has occurred and is
continuing), premiums for insurance with respect to the Collateral and all other
reasonable fees, costs and expenses in connection with protecting, maintaining
or preserving the Collateral and the Collateral Agent's interest therein,
whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral.

          (c)  Without limiting the application of Section 8.1(a) or (b), each
Assignor agrees, jointly and severally, to pay, indemnify and hold each
Indemnitee harmless from and against any loss, costs, damages and expenses which
such Indemnitee may suffer, expend or incur in consequence of or growing out of
any misrepresentation by any Assignor in this Agreement, any Interest Rate
Protection or Other Hedging Agreement, any other Credit Document or in any
writing contemplated by or made or delivered pursuant to or in connection with
this Agreement, any Interest Rate Protection or Other Hedging Agreement or any
other Credit Document.

          (d)  If and to the extent that the obligations of any Assignor under
this Section 8.1 are unenforceable for any reason, such Assignor hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

          8.2.  INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL.  Any
amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral.  The
indemnity obligations of each Assignor contained in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all the
Notes issued under the Credit Agreement, the termination of all Letters of
Credit and all Interest Rate Protection or Other Hedging Agreements and the
payment of all other Obligations and notwithstanding the discharge thereof.


                                   ARTICLE IX

                                   DEFINITIONS

          The following terms shall have the meanings herein specified.  Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.


                                      -27-
<PAGE>

          "Agent" shall have the meaning provided in the recitals to this
Agreement.

          "Agreement" shall have the meaning provided in the preamble to this
Agreement.

          "Alabama Mortgage" shall mean any Mortgage with respect to Real
Property located in the State of Alabama.

          "Alabama Mortgage Secured Credit Document Obligations" shall mean the
"Credit Document Obligations" as defined in the Alabama Mortgage.

          "Assignment of Claims Act Notice" shall have the meaning provided in
Section 3.10.

          "Assignor" shall have the meaning provided in the preamble to this
Agreement.

          "Bank Creditors" shall have the meaning provided in the preamble to
this Agreement.

          "Banks" shall have the meaning provided in the recitals to this
Agreement.

          "Cash Collateral Account" shall mean a non-interest bearing account
maintained with, and in the sole dominion and control of, the Collateral Agent
for the benefit of the Secured Creditors.

          "Chattel Paper" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

          "Class" shall have the meaning provided in Section 10.2.

          "Collateral" shall have the meaning provided in Section 1.1(a).

          "Collateral Agent" shall have the meaning provided in the preamble to
this Agreement.

          "Contract Rights" shall mean all rights of any Assignor (including,
without limitation, all rights to payment) under each Contract.


                                      -28-
<PAGE>

          "Contracts" shall mean all contracts between any Assignor and one or
more additional parties (including, without limitation, (i) any Interest Rate
Protection or Other Hedging Agreements and (ii) any Government Contract).

          "Copyrights" shall mean any U.S. or foreign copyright owned by any
Assignor, including any registrations of any Copyrights in the U.S. Copyright
Office or the equivalent thereof in any foreign jurisdiction, as well as any
application for a U.S. or foreign copyright registration now or hereafter made
with the U.S. Copyright Office or the equivalent thereof in any foreign
jurisdiction by any Assignor.

          "Credit Agreement" shall have the meaning provided in the recitals to
this Agreement.

          "Credit Document Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

          "Credit Document Revolving Obligations" shall mean all Credit Document
Obligations which do not constitute Alabama Mortgage Secured Credit Document
Obligations.

          "Default" shall mean any event which, with notice or lapse of time, or
both, would constitute an Event of Default.

          "Documents" shall have the meaning provided in the Uniform Commercial
Code as in effect on the date hereof in the State of New York.

          "Equipment" shall mean any "equipment," as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York, now or hereafter owned by any Assignor and, in any event, shall include,
but shall not be limited to, all machinery, equipment, furnishings, movable
trade fixtures and vehicles now or hereafter owned by any Assignor and any and
all additions, substitutions and replacements of any of the foregoing, wherever
located, together with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.

          "Event of Default" shall mean any Event of Default under, and as
defined in, the Credit Agreement or any payment default under any Interest Rate
Protection or Other Hedging Agreement after the expiration of any applicable
grace period and shall in any event, without limitation, include any payment
default on any of the Obligations after the expiration of any applicable grace
period.


                                      -29-
<PAGE>

          "GC Notice Recipient" shall mean each (i) contracting officer, or the
head of the respective U.S. government department or agency relating to such
Government Contract, (ii) surety or sureties upon the bond or bonds, if any,
relating to such Government Contract, and (iii) disbursing officer, if any,
designated in such Government Contract to make payment.

          "General Intangibles" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

          "Goods" shall have the meaning provided in the Uniform Commercial Code
as in effect on the date hereof in the State of New York.

          "Government Contract" shall mean all Contracts between the Assignor
and the United States of America or any agency or department thereof.

          "Indemnitee" shall have the meaning provided in Section 8.1.

          "Instrument of Assignment" shall have the meaning provided in Section
3.10.

          "Instrument" shall have the meaning provided in the Uniform Commercial
Code as in effect on the date hereof in the State of New York.

          "Inter-Bank Revolving Credit Amount" shall have the meaning provided
in Section 7.4(b) of this Agreement.

          "Interest Rate Protection or Other Hedging Agreements" shall have the
meaning provided in the preamble to this Agreement.

          "Interest Rate Protection Obligations" shall have the meaning provided
in the definition of "Obligations" in this Article IX.

          "Inventory" shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof, wherever located, together
with all goods, supplies, incidentals, packaging materials, labels, materials
and any other items used or usable in manufacturing, processing, packaging or
shipping same; in all stages of production -- from raw materials through work-
in-process to finished goods -- and all products and proceeds of whatever sort
and wherever located and any portion thereof which may be returned, rejected,
reclaimed or repossessed by the Collateral Agent from any Assignor's customers,
and shall specifically include all "inventory" as such term is defined in the
Uniform


                                      -30-
<PAGE>

Commercial Code as in effect on the date hereof in the State of New York, now or
hereafter owned by any Assignor.

          "Liens" shall mean any security interest, mortgage, pledge, lien,
claim, charge, encumbrance, title retention agreement, lessor's interest in a
financing lease or analogous instrument, in, of, or on any Assignor's property.

          "Marks" shall mean all right, title and interest in and to any U.S. or
foreign trademarks, service marks and trade names now held or hereafter acquired
by any Assignor, including any registration or application for registration of
any trademarks and service marks in the United States Patent and Trademark
Office, or the equivalent thereof in any State of the United States or in any
foreign country, and any trade dress including logos and/or designs used by any
Assignor in the United States or any foreign country.

          "Obligations" shall mean (i) the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all
obligations and indebtedness (including, without limitation, indemnities, fees
and interest thereon) of each Assignor owing to the Bank Creditors, now existing
or hereafter incurred under, arising out of or in connection with any Credit
Document and the due performance and compliance by each Assignor with the terms
of each such Credit Document (all such obligations and indebtedness under this
clause (i), except to the extent consisting of obligations or indebtedness with
respect to Interest Rate Protection or Other Hedging Agreements, being herein
collectively called the "Credit Document Obligations"); (ii) the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of all obligations and indebtedness (including, without limitation, indemnities,
fees and interest thereon) of each Assignor owing to the Other Creditors now
existing or hereafter incurred under, arising out of or in connection with any
Interest Rate Protection or Other Hedging Agreement (all such obligations and
indebtedness under this clause (ii) being herein collectively called the
"Interest Rate Protection Obligations"); (iii) any and all sums advanced by the
Collateral Agent in accordance with the provisions of this Agreement in order to
preserve the Collateral or preserve its security interest in the Collateral;
(iv) in the event of any proceeding for the collection or enforcement of any
indebtedness, obligations, or liabilities referred to in clauses (i), (ii) and
(iii) above, after an Event of Default shall have occurred and be continuing,
the reasonable expenses of re-taking, holding, preparing for sale or lease,
selling or otherwise disposing of or realizing on the Collateral, or of any
exercise by the Collateral Agent of its rights hereunder, together with
attorneys' fees and court costs; and (v) all amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement under Section 8.1 of
this Agreement.

          "Other Creditors" shall have the meaning provided in the preamble to
this Agreement.


                                      -31-
<PAGE>

          "Patents" shall mean any U.S. or foreign patent to which any Assignor
now or hereafter has title or right to use and any divisions or continuations
thereof, as well as any application for a U.S. or foreign patent now or
hereafter made by any Assignor.

          "Primary Obligation" shall have the meaning provided in Section
7.4(c).

          "Pro Rata Share" shall have the meaning provided in Section 7.4(c).

          "Proceeds" shall have the meaning provided in the Uniform Commercial
Code as in effect in the State of New York on the date hereof or under other
relevant law and, in any event, shall include, but not be limited to, (i) any
and all proceeds of any insurance, indemnity, warranty or guaranty payable to
the Collateral Agent or any Assignor from time to time with respect to any of
the Collateral, (ii) any and all payments (in any form whatsoever) made or due
and payable to any Assignor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any governmental authority (or any person acting under
color of governmental authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.

          "Receivables" shall mean any "account" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York, now or hereafter owned by any Assignor and, in any event, shall include,
but shall not be limited to, all of such Assignor's rights to payment for goods
sold or leased or services performed by such Assignor, whether now in existence
or arising from time to time hereafter, including, without limitation, rights
evidenced by an account, note, contract, security agreement, chattel paper, or
other evidence of indebtedness or security, together with (a) all security
pledged, assigned, hypothecated or granted to or held by such Assignor to secure
the foregoing, (b) all of any Assignor's right, title and interest in and to any
goods or services, the sale of which gave rise thereto, (c) all guarantees,
endorsements and indemnifications on, or of, any of the foregoing, (d) all
powers of attorney for the execution of any evidence of indebtedness or security
or other writing in connection therewith, (e) all books, records, ledger cards,
and invoices relating thereto, (f) all evidences of the filing of financing
statements and other statements and the registration of other instruments in
connection therewith and amendments thereto, notices to other creditors or
secured parties, and certificates from filing or other registration officers,
(g) all credit information, reports and memoranda relating thereto and (h) all
other writings related in any way to the foregoing.

          "Representative" shall have the meaning provided in Section 7.4(f).

          "Restricted Government Contract" shall mean any Government Contract
which by its terms prohibits the assignment of Receivables arising thereunder.


                                      -32-
<PAGE>

          "Requisite Creditors" shall have the meaning provided in Section 10.2.

          "Secondary Obligation" shall have the meaning provided in Section
7.4(c).

          "Secured Creditors" shall have the meaning provided in the preamble to
this Agreement.

          "Termination Date" shall have the meaning provided in Section 10.9.

          "Trade Secret Rights" shall have the meaning provided in Section 5.1.


                                    ARTICLE X

                                  MISCELLANEOUS

          10.1.  NOTICES.  Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be in writing (including telegraphic, telex, facsimile transmission
or cable communication) and shall be delivered, mailed, telegraphed, telexed,
facsimile transmitted or cabled, addressed:

          (a)  if to any Assignor, at its address set forth opposite its
     signature below:

          (b)  if to the Collateral Agent:

               Banque Paribas
               787 Seventh Avenue
               New York, New York  10019
               Attention:  Donald Ercole
               Telephone No.:  (212) 841-2540
               Facsimile No.:  (212) 841-2363

          (c)  if to any Bank Creditor, either (x) to the Agent, at the address
     of the Agent specified in the Credit Agreement or (y) at such address as
     such Bank Creditor shall have specified in the Credit Agreement;

          (d)  if to any Other Creditor to the Representative for the Other
     Creditors, at such address as such Representative may have provided to the
     Borrower and the Collateral Agent from time to time, or, in the absence of
     a Representative, directly to the Other Creditors at such address as the
     Other Creditors shall have specified in writing to the Borrower and the
     Collateral Agent;


                                      -33-
<PAGE>

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.  All such
notices and communications shall, when mailed, telegraphed, telexed, facsimile
transmitted or cabled or sent by overnight courier, be effective on the third
Business Day following deposit in the U.S. mails, certified, return receipt
requested, when delivered to the telegraph company, cable company or on the day
following delivery to an overnight courier, as the case may be, or sent by telex
or facsimile device, except that notices and communications to the Collateral
Agent shall not be effective until received by the Collateral Agent.

          10.2.  WAIVER; AMENDMENT.  None of the terms and conditions of this
Agreement may be amended, changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Assignor and the Collateral
Agent (with the consent of the Required Banks or, to the extent required by
Section 13.12 of the Credit Agreement, all of the Banks); PROVIDED, that any
amendment, change, waiver, modification or variance affecting the rights and
benefits of a single Class (as defined below) of Secured Creditors (and not all
Secured Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors of such Class of Secured Creditors.  For the purpose
of this Agreement the term "Class" shall mean each class of Secured Creditors,
I.E., whether (x) the Bank Creditors as holders of the Credit Document
Obligations or (y) the Other Creditors as the holders of the Interest Rate
Protection Obligations.  For the purpose of this Agreement, the term "Requisite
Creditors" of any Class shall mean each of (x) with respect to the Credit
Document Obligations, the Required Banks and (y) with respect to the Interest
Rate Protection Obligations, the holders of at least a majority of all
obligations outstanding from time to time under the Interest Rate Protection or
Other Hedging Agreements.

          10.3.  OBLIGATIONS ABSOLUTE.  The obligations of each Assignor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor, except to
the extent that the enforceability thereof may be limited by any such event; (b)
any exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement, any other Credit Document or
any Interest Rate Protection or Other Hedging Agreement, except as specifically
set forth in a waiver granted pursuant to Section 10.2; or (c) any amendment to
or modification of any Credit Document or any Interest Rate Protection or Other
Hedging Agreement or any security for any of the Obligations, whether or not any
Assignor shall have notice or knowledge of any of the foregoing, except as
specifically set forth in an amendment or modification executed pursuant to
Section 10.2.

          10.4.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
each Assignor and its successors and assigns and shall inure to the benefit of
the Collateral Agent


                                      -34-
<PAGE>

and each Secured Creditor and their respective successors and assigns; PROVIDED,
that no Assignor may transfer or assign any or all of its rights or obligations
hereunder without the prior written consent of the Collateral Agent.  All
agreements, statements, representations and warranties made by each Assignor
herein or in any certificate or other instrument delivered by such Assignor or
on its behalf under this Agreement shall be considered to have been relied upon
by the Secured Creditors and shall survive the execution and delivery of this
Agreement, the other Credit Documents and the Interest Rate Protection or Other
Hedging Agreements regardless of any investigation made by the Secured Creditors
or on their behalf.

          10.5.  HEADINGS DESCRIPTIVE.  The headings of the several sections of
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.

          10.6.  SEVERABILITY.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          10.7.  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.

          10.8.  ASSIGNOR'S DUTIES.  It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any manner
to perform or fulfill any of the obligations of each Assignor under or with
respect to any Collateral.

          10.9.  TERMINATION; RELEASE.  (a)  After the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation, in Section 8.1 hereof shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Assignor, will promptly execute and deliver to such Assignor such
statements, documents or instruments (including Uniform Commercial Code
termination statements on form UCC-3 and releases or terminations of any
Assignment of Claims Act Notices and/or Instruments of Assignment previously
delivered to any GC Notice Recipient) as may be reasonably requested by such
Assignor


                                      -35-
<PAGE>

acknowledging the satisfaction and termination of this Agreement and the
security interests created hereby, and will duly assign, transfer and deliver to
such Assignor (without recourse and without any representation or warranty) such
of its Collateral as may be in the possession of the Collateral Agent and as has
not theretofore been sold or otherwise applied or released pursuant to this
Agreement.  As used in this Agreement, "Termination Date" shall mean the date
upon which the Total Commitment and all Interest Rate Protection or Other
Hedging Agreements have been terminated, no Note is outstanding (and all Loans
have been paid in full), all Letters of Credit have been terminated (or cash
collateralized to the Collateral Agent's satisfaction), and all other
Obligations then owing have been paid in full.

          (b)  In the event that any part of the Collateral is sold in
connection with a sale permitted by the Credit Agreement or is otherwise
released at the direction of the Required Banks (or all the Banks if required by
Section 13.12 of the Credit Agreement) and the proceeds of such sale or sales or
from such release are applied in accordance with the terms of the Credit
Agreement, such Collateral will be sold free and clear of the Liens created by
this Agreement.  The Collateral Agent, at the request and expense of the
respective Assignor, will duly assign, transfer and deliver to such Assignor
(without recourse and without any representation or warranty) such of the
Collateral of such Assignor as is then being (or has been) so sold or released
and as may be in the possession of the Collateral Agent and has not theretofore
been released pursuant to this Agreement.

          (c)  At any time that an Assignor desires that Collateral be released
as provided in the foregoing Section 10.9(a) or (b), it shall deliver to the
Collateral Agent a certificate signed by its chief financial officer or another
authorized senior officer stating that the release of the respective Collateral
is permitted pursuant to Section 10.9(a) or (b).  If requested by the Collateral
Agent (although the Collateral Agent shall have no obligation to make any such
request), the relevant Assignor shall furnish appropriate legal opinions (from
counsel, which may be in-house counsel, reasonably acceptable to the Collateral
Agent) to the effect set forth in the immediately preceding sentence.  The
Collateral Agent shall have no liability whatsoever to any Secured Creditor as
the result of any release of Collateral by it as permitted by this Section 10.

          10.10.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Collateral Agent.

          10.11.  THE COLLATERAL AGENT.  The Collateral Agent will hold in
accordance with this Agreement all items of the Collateral at any time received
under this Agreement.


                                      -36-
<PAGE>

It is expressly understood and agreed by the parties hereto and each Secured
Creditor, by accepting the benefits of this Agreement, acknowledges and agrees
that the obligations of the Collateral Agent as holder of the Collateral and
interests therein and with respect to the disposition thereof, and otherwise
under this Agreement, are only those expressly set forth in this Agreement.  The
Collateral Agent shall act hereunder on the terms and conditions set forth in
Section 12 of the Credit Agreement.

                                      * * *


                                      -37-
<PAGE>

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


ADDRESS:
645 Madison Avenue                                VERNITRON CORPORATION,
New York, NY  10022                                 as a Pledgor
Attention:  President
Tel:  (212) 593-7900
Fax:  (212) 754-6348                              By
                                                    ---------------------------
                                                    Title:



*7777 Fay Avenue                                  PRECISION AEROTECH, INC.,
Suite 200                                           as a Pledgor
La Jolla, CA  92037
Attention:  President
Fax:  (619) 456-3809                              By
Tel:  (619) 456-2992                              ---------------------------
                                                    Title:




c/o L&S Machine Co., Inc.                         L&S AEROTECH, INC.,
*2019 Southwest Boulevard                           as a Pledgor
Wichita, KS  67277
Attention:  President
Tel:  (316) 942-0181                              By
Fax:  (316) 942-6082                              ---------------------------
                                                    Title:



- -----------------

* With a copy to:

     Vernitron Corporation
     645 Madison Avenue
     New York, NY  10022
     Attention:  President


                                      -38-
<PAGE>

*6717 Alabama Highway 157                         SPEEDRING, INC.,
Cullman, AL  35057                                  as a Pledgor
Attention:  President
Tel:  (205) 737-5200
Fax:  (205) 737-5203                              By
                                                  ---------------------------
                                                    Title:



*2909 Waterview Drive                             SPEEDRING SYSTEMS, INC.,
Rochester Hills, MI  48309-4600                     as a Pledgor
Attention:  President
Tel:  (810) 853-2540
Fax:  (810) 853-2808                              By
                                                  ---------------------------
                                                    Title:



                                                  BANQUE PARIBAS,
                                                    as Collateral Agent,
                                                    Assignee


                                                  By
                                                  ---------------------------
                                                     Title:


                                                  By
                                                  ---------------------------
                                                     Title:


                                      -39-

