SECURITY AGREEMENT

<page>

Exhibit 10.2

                               SECURITY AGREEMENT

         This SECURITY AGREEMENT (this "AGREEMENT"), dated as of April 7, 2009,
between Ivivi Technologies, Inc., a New Jersey corporation (the "BORROWER"), and
Emigrant Capital Corp., a Delaware corporation (the "SECURED Party").

                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Loan Agreement of even date herewith
(as amended, restated, supplemented, or otherwise modified from time to time,
including all schedules and exhibits thereto, the "LOAN AGREEMENT") between the
Borrower and the Secured Party, the Secured Party may, subject to the
satisfaction of certain conditions set forth in the Loan Agreement, make certain
Loans to the Borrower, as evidenced by that certain Convertible Promissory Note
(the "NOTE") issued by the Borrower to the Secured Party pursuant to the terms
of the Loan Agreement, and

         WHEREAS, in order to induce the Secured Party to enter into the Loan
Agreement, and as a condition precedent to the making of the Loans evidenced by
the Note, the Borrower has agreed to grant a continuing security interest in and
to the Collateral in order to secure the prompt and complete payment, observance
and performance of, the Secured Obligations.

         NOW, THEREFORE, for and in consideration of the recitals made above and
other good and valuable consideration, the receipt, sufficiency and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

         1. DEFINED TERMS. All capitalized terms used herein (including in the
preamble and recitals hereof) without definition shall have the meanings
ascribed thereto in the Loan Agreement. Any terms used in this Agreement that
are defined in the Code shall be construed and defined as set forth in the Code
unless otherwise defined herein or in the Loan Agreement; PROVIDED, HOWEVER,
that to the extent that the Code is used to define any term herein and if such
term is defined differently in different Articles of the Code, the definition of
such term contained in Article 9 of the Code shall govern. In addition to those
terms defined elsewhere in this Agreement, as used in this Agreement, the
following terms shall have the following meanings:

                  (a) "ACCOUNT" means an account (as that term is defined in
Article 9 of the Code).

                  (b) "ACCOUNT DEBTOR" means an account debtor (as that term is
defined in the Code).

                  (c) "ACTIVATION INSTRUCTION" has the meaning specified
therefor in SECTION 6(L).

                  (d) "BANKRUPTCY CODE" means Title 11 of the United States
Code, as in effect from time to time.

                  (e) "BOOKS" means books and records (including the Borrower's
Records indicating, summarizing, or evidencing the Borrower's assets (including
the Collateral) or liabilities, the Borrower's Records relating to the
Borrower's business operations or financial condition, and the Borrower's goods
or General Intangibles related to such information).

                  (f) "BORROWER" has the meaning specified therefor in the
preamble to this Agreement.

                  (g) "CHATTEL PAPER" means chattel paper (as that term is
defined in the Code) and includes tangible chattel paper and electronic chattel
paper.


<page>

                  (h) "CODE" means the New York Uniform Commercial Code, as in
effect from time to time; PROVIDED, HOWEVER, that in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection,
priority, or remedies with respect to the Liens of the Secured Party granted
under the Loan Documents on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of New
York, the term "Code" shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority, or remedies.

                  (i) "COLLATERAL" has the meaning specified therefor in SECTION
2.

                  (j) "COLLECTIONS" means all cash, checks, notes, instruments,
and other items of payment (including insurance proceeds, cash proceeds of asset
sales, rental proceeds, and tax refunds).

                  (k) "COMMERCIAL TORT CLAIMS" means commercial tort claims (as
that term is defined in the Code), and includes those commercial tort claims
listed on SCHEDULE 1 attached hereto.

                  (l) "CONTROL AGREEMENT" means (i) with respect to a Securities
Account, an agreement relating to such Securities Account and of the type
described in (A) Section 8-106(c)(2) of the Code, duly executed and delivered by
the Borrower, the Secured Party and the issuer of uncertificated securities
pledged pursuant to this Agreement or (B) (A) Section 8-106(d)(2) of the Code,
duly executed and delivered by the Borrower, the Secured Party and the
securities intermediary maintaining such Securities Account, (ii) with respect
to a Deposit Account, an agreement relating to such Deposit Account and of the
type described in Section 9-104(a)(2) of the Code duly executed and delivered by
the Borrower, the Secured Party and the depositary bank maintaining such Deposit
Account and (iii) with respect to a Commodity Account, an agreement relating to
such Commodity Account and of the type described in (A) Section 9-106(b)(2) of
the Code, duly executed and delivered by the Borrower, the Secured Party and the
commodity intermediary maintaining such Commodity Account.

                  (m) "CONTROLLED ACCOUNT" has the meaning specified therefor in
SECTION 6(L).

                  (n) "CONTROLLED ACCOUNT AGREEMENTS" means those certain cash
management agreements, in form and substance reasonably satisfactory to the
Secured Party, each of which is among the Borrower, the Secured Party, and one
of the Controlled Account Banks.

                  (o) "CONTROLLED ACCOUNT BANK" has the meaning specified
therefor in SECTION 6(L).

                  (p) "COPYRIGHTS" means any and all copyrights and copyright
registrations, including, (i) the copyright registrations and recordings thereof
and all applications in connection therewith listed on SCHEDULE 2 attached
hereto and made a part hereof, (ii) all reissues, continuations, extensions or
renewals thereof, (iii) all income, royalties, damages and payments now and
hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments
for past or future infringements thereof, (iv) the right to sue for past,
present and future infringements thereof, and (v) all of the Borrower's rights
corresponding thereto throughout the world.

                  (q) "COPYRIGHT SECURITY AGREEMENT" means each Copyright
Security Agreement among the Borrower and the Secured Party, in substantially
the form of EXHIBIT A attached hereto, pursuant to which the Borrower has
granted to the Secured Party a security interest in all of its Copyrights.

                  (r) "DEFAULT" has the meaning specified therefor in the Loan
Agreement.

                  (s) "DEPOSIT ACCOUNT" means a deposit account (as that term is
defined in the Code).

                  (t) "EQUIPMENT" means equipment (as that term is defined in
the Code).


                                       2

<page>

                  (u) "EVENT OF DEFAULT" has the meaning specified therefor in
the Loan Agreement.

                  (v) "GENERAL INTANGIBLES" means general intangibles (as that
term is defined in the Code) and includes payment intangibles, contract rights,
rights to payment, rights arising under common law, statutes, or regulations,
choses or things in action, goodwill (including the goodwill associated with any
Trademark), Patents, Trademarks, Copyrights, URLs and domain names, industrial
designs, other industrial or Intellectual Property or rights therein or
applications therefor, whether under license or otherwise, programs, programming
materials, blueprints, drawings, purchase orders, customer lists, monies due or
recoverable from pension funds, route lists, rights to payment and other rights
under any royalty or licensing agreements, including Intellectual Property
Licenses, infringement claims, computer programs, information contained on
computer disks or tapes, software, literature, reports, catalogs, pension plan
refunds, pension plan refund claims, insurance premium rebates, tax refunds, and
tax refund claims, interests in a partnership or limited liability company which
do not constitute a security under Article 8 of the Code, and any other personal
property other than Commercial Tort Claims, money, Accounts, Chattel Paper,
Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and
oil, gas, or other minerals before extraction.

                  (w) "INSOLVENCY PROCEEDING" means any proceeding commenced by
or against any Person under any provision of the Bankruptcy Code or under any
other state or federal bankruptcy or insolvency law, assignments for the benefit
of creditors, formal or informal moratoria, compositions, extensions generally
with creditors, or proceedings seeking reorganization, arrangement, or other
similar relief.

                  (x) "INSTRUMENT" means instrument (as that term is defined in
the Code).

                  (y) "INTELLECTUAL PROPERTY" means any and all Intellectual
Property Licenses, Patents, Copyrights, Trademarks, the goodwill associated with
such Trademarks, trade secrets, know-how, customer lists and any other
proprietary rights of any kind.

                  (z) "INTELLECTUAL PROPERTY LICENSES" means rights under or
interests in any Patent, Trademark, Copyright or other Intellectual Property,
including software license agreements under which Borrower is a licensee or
licensor (but excluding any off-the-shelf software license agreement), including
the license agreements listed on SCHEDULE 3 attached hereto and made a part
hereof, and the right to use the foregoing in connection with the enforcement of
the Secured Party's rights under the Loan Documents, including the right to
prepare for sale and sell any and all Inventory and Equipment now or hereafter
owned by the Borrower and now or hereafter covered by such licenses.

                  (aa) "INVENTORY" means inventory (as that term is defined in
the Code).

                  (bb) "INVESTMENT RELATED PROPERTY" means (i) any and all
investment property (as that term is defined in the Code), and (ii) any and all
of the following (regardless of whether classified as investment property under
the Code): all Pledged Interests, Pledged Operating Agreements, and Pledged
Partnership Agreements.

                  (cc) "LENDER" has the meaning specified therefor in the Loan
Agreement.

                  (dd) "LENDER EXPENSES" means all (a) costs or expenses
(including taxes and insurance premiums) required to be paid by the Borrower
under any of the Loan Documents that are paid, advanced, or incurred by the
Secured Party, (b) out-of-pocket fees or charges paid or incurred by the Secured
Party in connection with the Secured Party's transactions with the Borrower
under any of the Loan Documents, including, fees or charges for photocopying,
notarization, couriers and messengers, telecommunication, public record searches
(including tax lien, litigation, and UCC searches and including searches with
the patent and trademark office, the copyright office, or the department of
motor vehicles), filing, recording, publication, appraisal (including periodic
collateral appraisals or business valuations to the extent of the fees and
charges (and up to the amount of any limitation) contained in any Loan
Document), real estate surveys, real estate title policies and endorsements, and

                                       3

<page>

environmental audits, (c) out-of-pocket charges paid or incurred by the Secured
Party resulting from the dishonor of checks payable by or to the Borrower, (d)
reasonable out-of-pocket costs and expenses paid or incurred by the Secured
Party to correct any default or enforce any provision of the Loan Documents, or
during the continuance of an Event of Default, in gaining possession of,
maintaining, handling, preserving, storing, shipping, selling, preparing for
sale, or advertising to sell the Collateral, or any portion thereof,
irrespective of whether a sale is consummated, (e) reasonable out-of-pocket
audit fees and expenses (including travel, meals, and lodging) of the Secured
Party related to any inspections or audits to the extent of the fees and charges
(and up to the amount of any limitation) contained in the Loan Documents, (f)
reasonable out-of-pocket costs and expenses of third-party claims or any other
amount paid or incurred by the Secured Party in enforcing or defending the Loan
Documents or in connection with the transactions contemplated by the Loan
Documents, (g) the Secured Party's reasonable costs and expenses (including
reasonable attorneys' fees) incurred in administering or amending the Loan
Documents, and (h) the Secured Party's reasonable costs and expenses (including
reasonable attorneys', accountants', consultants', and other advisors' fees and
expenses) incurred in terminating, enforcing (including attorneys',
accountants', consultants', and other advisors' fees and expenses incurred in
connection with a "workout," a "restructuring," or an Insolvency Proceeding
concerning the Borrower or in exercising rights or remedies under the Loan
Documents), or defending the Loan Documents, irrespective of whether suit is
brought, or in taking any remedial action concerning the Collateral.

                  (ee) "LOAN AGREEMENT" has the meaning specified therefor in
the recitals to this Agreement.

                  (ff) "LOAN DOCUMENT" has the meaning specified therefor in the
Loan Agreement.

                  (gg) "LOANS" has the meaning specified therefor in the Loan
Agreement.

                  (hh) "MORTGAGES" means, individually and collectively, one or
more mortgages, deeds of trust, or deeds to secure debt, executed and delivered
by the Borrower in favor of the Secured Party, in form and substance reasonably
satisfactory to the Secured Party, that encumber the Real Property Collateral.

                  (ii) "NEGOTIABLE COLLATERAL" means letters of credit,
letter-of-credit rights, instruments, notes, drafts and documents (as such terms
are defined in the Code).

                  (jj) "NOTE" has the meaning specified therefor in the recitals
to this Agreement.

                  (kk) "PATENTS" means patents and patent applications,
including, (i) the patents and patent applications listed on SCHEDULE 4 attached
hereto and made a part hereof, (ii) all renewals thereof, (iii) all income,
royalties, damages and payments now and hereafter due or payable under and with
respect thereto, including payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements
thereof, (iv) the right to sue for past, present and future infringements
thereof, and (v) all of the Borrower's rights corresponding thereto throughout
the world.

                  (ll) "PATENT SECURITY AGREEMENT" means each Patent Security
Agreement between the Borrower and the Secured Party, in substantially the form
of EXHIBIT B attached hereto, pursuant to which the Borrower has granted to the
Secured Party a security interest in all of its Patents.

                  (mm) "PERMITTED LIENS" has the meaning specified therefor in
the Loan Agreement.

                  (nn) "PERSON" has the meaning specified therefor in the Loan
Agreement.

                  (oo) "PLEDGED COMPANIES" means, each Person listed on SCHEDULE
5 hereto as a "Pledged Company", together with each other Person, all or a
portion of whose Stock, is acquired or otherwise owned by the Borrower after the
Closing Date.


                                       4

<page>

                  (pp) "PLEDGED INTERESTS" means all of the Borrower's right,
title and interest in and to all of the Stock now or hereafter owned by the
Borrower, regardless of class or designation, including, in each of the Pledged
Companies, and all substitutions therefor and replacements thereof, all proceeds
thereof and all rights relating thereto, also including any certificates
representing the Stock, the right to receive any certificates representing any
of the Stock, all warrants, options, share appreciation rights and other rights,
contractual or otherwise, in respect thereof and the right to receive all
dividends, distributions of income, profits, surplus, or other compensation by
way of income or liquidating distributions, in cash or in kind, and all cash,
instruments, and other property from time to time received, receivable, or
otherwise distributed in respect of or in addition to, in substitution of, on
account of, or in exchange for any or all of the foregoing.

                  (qq) "PLEDGED INTERESTS ADDENDUM" means a Pledged Interests
Addendum substantially in the form of EXHIBIT C to this Agreement.

                  (rr) "PLEDGED OPERATING AGREEMENTS" means all of the
Borrower's rights, powers, and remedies under the limited liability company
operating agreements of each of the Pledged Companies that are limited liability
companies.

                  (ss) "PLEDGED PARTNERSHIP AGREEMENTS" means all of the
Borrower's rights, powers, and remedies under the partnership agreements of each
of the Pledged Companies that are partnerships.

                  (tt) "PROCEEDS" has the meaning specified therefor in SECTION
2.

                  (uu) "REAL PROPERTY" means any estates or interests in real
property now owned or hereafter acquired by the Borrower and the improvements
thereto.

                  (vv) "REAL PROPERTY COLLATERAL" means the Real Property
identified on SCHEDULE 7 and any Real Property hereafter acquired by the
Borrower.

                  (ww) "RECORDS" means information that is inscribed on a
tangible medium or which is stored in an electronic or other medium and is
retrievable in perceivable form.

                  (xx) "RESCISSION" has the meaning specified therefor in
SECTION 6(L).

                  (yy) "SECURED OBLIGATIONS" means all obligations of the
Borrower under the Loan Agreement, this Agreement and the Note, including the
obligation to pay principal, interest (including any interest that accrues after
the commencement of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any such Insolvency Proceeding),
premiums, liabilities, obligations (including indemnification obligations),
fees, expenses (including any fees or expenses that accrue after the
commencement of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any such Insolvency Proceeding),
guaranties, covenants, and duties of any kind and description owing by Borrower
to the Secured Party and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including all interest not paid when due and
all other expenses or other amounts that Borrower is required to pay or
reimburse by this Agreement, the Loan Agreement or the Note or by law or
otherwise in connection with this Agreement, the Loan Agreement or the Note. Any
reference in this Agreement, the Loan Agreement or any other the Loan Document
to the Secured Obligations shall include all or any portion thereof and any
extensions, modifications, renewals, or alterations thereof, both prior and
subsequent to any Insolvency Proceeding.

                  (zz) "SECURED PARTY" has the meaning specified therefore in
the preamble to this Agreement.

                  (aaa) "SECURITIES ACCOUNT" means a securities account (as that
term is defined in the Code).


                                       5

<page>

                  (bbb) "SECURITY INTEREST" has the meaning specified therefor
in SECTION 2.

                  (ccc) "STOCK" means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock, or
any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).

                  (ddd) "SUPPORTING OBLIGATIONS" means supporting obligations
(as such term is defined in the Code) and includes letters of credit and
guaranties issued in support of Accounts, Chattel Paper, documents, General
Intangibles, instruments or Investment Related Property.

                  (eee) "TRADEMARKS" means any and all trademarks, trade names,
registered trademarks, trademark applications, service marks, registered service
marks and service mark applications, including (i) the trade names, registered
trademarks, trademark applications, registered service marks and service mark
applications listed on SCHEDULE 6 attached hereto and made a part hereof, (ii)
all renewals thereof, (iii) all income, royalties, damages and payments now and
hereafter due or payable under and with respect thereto, including payments
under all licenses entered into in connection therewith and damages and payments
for past or future infringements or dilutions thereof, (iv) the right to sue for
past, present and future infringements and dilutions thereof, (v) the goodwill
of the Borrower's business symbolized by the foregoing or connected therewith,
and (vi) all of the Borrower's rights corresponding thereto throughout the
world.

                  (fff) "TRADEMARK SECURITY AGREEMENT" means each Trademark
Security Agreement among the Borrower and the Secured Party, in substantially
the form of EXHIBIT D attached hereto, pursuant to which the Borrower has
granted to the Secured Party a security interest in all of its Trademarks.

                  (ggg) "URL" means "uniform resource locator," an internet web
address.

         2. GRANT OF SECURITY. The Borrower hereby unconditionally grants,
assigns, and pledges to the Secured Party, to secure the Secured Obligations, a
continuing security interest (hereinafter referred to as the "SECURITY
INTEREST") in all personal property of the Borrower whether now owned or
hereafter acquired or arising and wherever located, including the Borrower's
right, title, and interest in and to the following, whether now owned or
hereafter acquired or arising and wherever located (the "COLLATERAL"):

                  (a) all of the Borrower's Accounts;

                  (b) all of the Borrower's Books;

                  (c) all of the Borrower's Chattel Paper;

                  (d) all of the Borrower's interest with respect to any Deposit
Account;

                  (e) all of the Borrower's Equipment and fixtures;

                  (f) all of the Borrower's General Intangibles;

                  (g) all of the Borrower's Inventory;

                  (h) all of the Borrower's Investment Related Property;

                  (i) all of the Borrower's Negotiable Collateral;

                  (j) all of the Borrower's rights in respect of Supporting
Obligations;

                                       6

<page>

                  (k) all of the Borrower's interest with respect to any
Commercial Tort Claims;

                  (l) all of the Borrower's money, cash and cash equivalents;

                  (m) all of the proceeds (as that term is defined in the Code)
and products, whether tangible or intangible, of any of the foregoing, including
proceeds of insurance or Commercial Tort Claims covering or relating to any or
all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit
Accounts, Equipment, General Intangibles, Inventory, Investment Related
Property, Negotiable Collateral, Supporting Obligations, money, or other
tangible or intangible property resulting from the sale, lease, license,
exchange, collection, or other disposition of any of the foregoing, whatever is
collected on, or distributed on account of any of the foregoing, any and all
rights arising out of the foregoing, the proceeds of any award in condemnation
with respect to any of the foregoing, any rebates or refunds, whether for taxes
or otherwise, and all proceeds of any such proceeds, or any portion thereof or
interest therein, and the proceeds thereof, claims arising out of the loss,
non-conformity, or interference with the use of, defects, or infringement of
rights in, or damage to, any of the foregoing, and all proceeds of any loss of,
damage to, or destruction of the above, whether insured or not insured, and, to
the extent not otherwise included, any indemnity, warranty, insurance, or
guaranty payable by reason of loss or non-conformity of, defects or infringement
of rights in, or damage to, or otherwise with respect to any of the foregoing
(the "PROCEEDS"). Without limiting the generality of the foregoing, the term
"Proceeds" includes whatever is receivable or received when Investment Related
Property or proceeds are sold, exchanged, collected, or otherwise disposed of,
whether such disposition is voluntary or involuntary, and includes proceeds of
any indemnity or guaranty payable to the Borrower or the Secured Party from time
to time with respect to any of the Investment Related Property.

         Notwithstanding anything contained in this Agreement to the contrary,
the term "Collateral" shall not include any rights or interest in any contract,
lease, permit, license, charter or license agreement covering real or personal
property of the Borrower if under the terms of such contract, lease, permit,
license, charter or license agreement, or applicable law with respect thereto,
the grant of a security interest or lien therein is prohibited as a matter of
law or by the terms of such contract, lease, permit, license, charter or license
agreement and such prohibition has not been waived or the consent of the other
party to such contract, lease, permit, license, charter or license agreement has
not been obtained (PROVIDED, that, the foregoing exclusions of this paragraph
shall in no way be construed (A) to apply to the extent that any described
prohibition is unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the
Code or other applicable law, (B) to limit, impair, or otherwise affect the
Secured Party's continuing security interests in and liens upon any rights or
interests of the Borrower in or to (x) monies due or to become due under any
described contract, lease, permit, license, charter or license agreement
(including any Accounts), or (y) any proceeds from the sale, license, lease, or
other dispositions of any such contract, lease, permit, license, charter,
license agreement, or Stock, or (C) to apply to the extent that any such
prohibition is ineffective, lapsed or has been terminated, or any consent or
waiver has been obtained that would permit the security interest of lien
notwithstanding the prohibition).

         3. SECURITY FOR SECURED OBLIGATIONS. The Security Interest created
hereby secures the payment and performance of the Secured Obligations, whether
now existing or arising hereafter. Without limiting the generality of the
foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by the Borrower to the Secured
Party but for the fact that they are unenforceable or not allowable due to the
existence of an Insolvency Proceeding involving the Borrower.

         4. BORROWER REMAINS LIABLE. Anything herein to the contrary
notwithstanding, (a) the Borrower shall remain liable under the contracts and
agreements included in the Collateral, including the Pledged Operating
Agreements and the Pledged Partnership Agreements, to perform all of the duties
and obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Secured Party of any of the rights hereunder
shall not release the Borrower from any of its duties or obligations under such
contracts and agreements included in the Collateral, and (c) the Secured Party
shall not have any obligation or liability under such contracts and agreements
included in the Collateral by reason of this Agreement, nor shall the Secured
Party be obligated to perform any of the obligations or duties of the Borrower
thereunder or to take any action to collect or enforce any claim for payment

                                       7

<page>

assigned hereunder. Until an Event of Default shall occur and be continuing,
except as otherwise provided in this Agreement, the Loan Agreement or the Note,
the Borrower shall have the right to possession and enjoyment of the Collateral
for the purpose of conducting the ordinary course of its business, subject to
and upon the terms hereof and of the Loan Agreement and the Note. Without
limiting the generality of the foregoing, it is the intention of the parties
hereto that record and beneficial ownership of the Pledged Interests, including
all voting, consensual, and dividend rights, shall remain in the Borrower until
the occurrence of an Event of Default and until the Secured Party shall notify
the Borrower of the Secured Party's exercise of voting, consensual, or dividend
rights with respect to the Pledged Interests pursuant to SECTION 14 hereof.

         5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants as follows:

                  (a) The exact legal name of the Borrower is set forth on the
signature pages of this Agreement.

                  (b) SCHEDULE 7 attached hereto sets forth all Real Property
owned the Borrower as of the Closing Date.

                  (c) As of the Closing Date, the Borrower has no interest in,
or title to, any Copyrights, Intellectual Property Licenses, Patents, or
Trademarks except as set forth on SCHEDULES 2, 3, 4, and 6, respectively,
attached hereto. This Agreement is effective to create a valid and continuing
Lien on all U.S. Intellectual Property in which the Borrower has any right,
title, or interest and, assuming that New York law will apply to the creation of
such Lien, on all foreign Intellectual Property in which the Borrower has any
right, title, or interest. Upon the filing of the Copyright Security Agreement
with the United States Copyright Office and filing of the Patent Security
Agreement and the Trademark Security Agreement with the United States Patent and
Trademark Office, and the filing of appropriate financing statements in the
jurisdictions listed on SCHEDULE 8 hereto, all action necessary to perfect the
Security Interest in the Borrower's U.S. Intellectual Property will have been
taken and such perfected Security Interest is enforceable as such as against any
and all creditors of and purchasers from the Borrower. The Borrower exclusively
owns, free and clear of any Liens (other than Permitted Liens), all right, title
and interest in, or holds licenses in, all Intellectual Property that are
necessary to the conduct of its business as currently conducted.

                  (d) This Agreement creates a valid security interest in favor
of the Secured Party in the Collateral, to the extent a security interest
therein can be created under the Code, securing the payment of the Secured
Obligations. Except to the extent a security interest in the Collateral cannot
be perfected by the filing of a financing statement under the Code, upon the
filing of financing statements naming the Borrower, as debtor, and the Secured
Party, as secured party, in the jurisdictions listed next to the Borrower's name
on SCHEDULE 8 attached hereto all filings and other actions necessary to perfect
such security interest will have been taken. Upon the making of such filings,
the Secured Party shall have a first priority perfected security interest in the
Collateral of the Borrower to the extent such security interest can be perfected
by the filing of a financing statement under the Code (subject only to Permitted
Liens).

                  (e) Except for the Security Interest created hereby, (i) the
Borrower is and will at all times be the sole record and beneficial owner of the
Pledged Interests described on SCHEDULE 5, and, when acquired by the Borrower,
of any Pledged Interests acquired after the Closing Date, in each case free and
clear of all Liens other than Permitted Liens; (ii) all of the Pledged Interests
are (or, in the case of Pledged Interests acquired after the Closing Date, will
be) duly authorized, validly issued, fully paid and nonassessable and the
Pledged Interests constitute or will constitute the percentage of the issued and
outstanding Stock of the Pledged Companies identified on SCHEDULE 5 hereto, as
supplemented or modified by any Pledged Interests Addendum or any Supplement to
this Agreement; (iii) the Borrower has the right and requisite authority to
pledge the Investment Related Property pledged by the Borrower to the Secured
Party as provided herein; (iv) all actions necessary to perfect, and establish
the first priority of, the Liens of the Secured Party granted under the Loan
Documents in the Investment Related Collateral, and the proceeds thereof, will
have been duly taken (A) upon the execution and delivery of this Agreement; (B)

                                       8

<page>

upon the taking of possession by the Secured Party of any certificates
constituting the Pledged Interests, to the extent such Pledged Interests are
represented by certificates, together with undated transfer powers undated and
endorsed in blank by the Borrower; (C) upon the filing of financing statements
in the applicable jurisdiction set forth on SCHEDULE 8 attached hereto for the
Borrower with respect to the Pledged Interests of the Borrower that are not
represented by certificates; and (D) with respect to each Securities Account,
upon the delivery of a Control Agreement adequately describing such Securities
Account, duly executed by the Borrower, the Secured Party and securities
intermediary maintaining such Securities Account; (v)