SECURITY AND PLEDGE AGREEMENT

(g)                                  all Investment Property, including (i) all shares of the capital stock or membership interests of each subsidiary owned or held by each Debtor, whether now owned or hereafter formed or acquired (those shares and membership interests being listed and described on Schedule A attached hereto), and all substitutions and additions to such shares (herein, the “Pledged Securities”), (ii) all dividends, distributions, and sums distributable or payable from, upon or in respect of the Pledged Securities, and (iii) all other rights and privileges incident to the Pledged Securities (all of the foregoing being hereinafter referred to collectively as the “Stock Collateral”);

(h)                                  all Deposit Accounts of such Debtor, including all blocked accounts, concentration accounts, disbursement accounts, and all other bank  accounts and all deposits therein;

(i)                                      all money, cash or cash equivalents of such Debtor;

(j)                                      all Supporting Obligations and Letter-of-Credit Rights of such Debtor;

(k)                                   the commercial tort claims identified on Schedule B hereto; and

(l)                                      to the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all other tangible and intangible personal property whatsoever of any Debtor including all cash, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the foregoing, including all Proceeds of and to any of the property of any of the Debtors described in the preceding paragraphs of this Section 1.1 (including, without limitation, any loss proceeds or other Proceeds of insurance thereon (whether or not any Note Purchaser is loss payee thereof), and any indemnity, warranty or guarantee, payable by any reason of loss or damage to or otherwise with respect to any of the foregoing, and all causes of action, claims and warranties now or hereafter held by any Debtor in respect of any of the items listed above);

provided, however, that a Security Interest in the Purchased Assets (as that term is defined by the Asset Purchase Agreement and Liability Assumption Agreement and the Asset Purchase Agreement, each dated as of August 8, 2005 (the “NETF Agreements”), among the Debtors and New England Technology Finance, LLC, a Delaware limited liability company) is not granted under this Agreement if the grant of a Lien in such Purchased Assets or in the manner contemplated by this Agreement is prohibited by the terms of the NETF Agreements, but only to the extent that any such prohibition is not rendered ineffective pursuant to the Uniform Commercial Code of the State of California or any other applicable law; provided further, however, that with respect to the Purchased Assets described in the preceding clause that are excluded from the Collateral by virtue of the NETF Agreements, such Purchased Assets shall be excluded from the Collateral only to the extent and for so long as this Agreement conflicts with the NETF Agreements and the NETF Agreements continues validly to prohibit the creation of such security interest pursuant to this Agreement, and upon the expiration of such prohibition, the Purchased Assets shall automatically be included in the Collateral, without further action on

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the part of any Debtor or Purchaser; provided further, however , that the Security Interest granted hereunder in and to, and the right of set-off against, the Collateral shall be junior and subordinated to any security interest granted to SACC Partners, L.P. and Lloyd I. Miller, III (collectively the “Senior Purchasers”) under that certain Security and Pledge Agreement, dated as of the date hereof (the “Senior Security Agreement”), issued pursuant to the Note Purchase Agreement.

Section 1.2                                    Security for Obligations . This Agreement and the Security Interest shall secure the payment and performance of the Obligations.

ARTICLE 2

GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

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

Section 2.1                                    Necessary Filings . All financing statements necessary or appropriate to perfect the security interest granted by each Debtor to the Purchaser hereby in respect of the Collateral, which can be perfected by the filing of a financing statement, have been filed and the Security Interest granted to the Purchaser pursuant to this Agreement in and to such Collateral constitutes a perfected Security Interest therein (to the extent that the same can be perfected by filing) prior to the rights of all other persons or entities therein (other than any such rights pursuant to the 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 of the State of California to perfected security interests.

Section 2.2                                    No Liens . Each Debtor is, and as to Collateral acquired by it from time to time after the date hereof such Debtor will be, the owner of all Collateral pledged by it hereunder free from any Lien, security interest, encumbrance or other right, title or interest of any person or entity (other than Permitted Liens), and each Debtor shall defend the Collateral against all claims and demands of all persons or entities at any time claiming the same or any interest therein (other than in connection with Permitted Liens) adverse to the Purchaser.

Section 2.3                                    Other Financing Statements . To the best knowledge of each Debtor, as of the date hereof, there is no financing statement covering or purporting to cover any interest of any kind in the Collateral (other than (i) the financing statements filed in respect of Permitted Liens and (ii) the financing statements identified in Schedule C hereof for which termination statements will be filed pursuant to the deadlines set forth in the Purchase Agreement), and so long as any Purchaser Obligations or commitments with respect thereto are outstanding, no Debtor will 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 Debtor or in connection with Permitted Liens.

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Section 2.4                                    Chief Executive Office; Records .

(a)                                   As of the date hereof, the chief executive office of each Debtor is located at the address indicated on Schedule D hereto for such Debtor. No Debtor will move its chief executive office except to such new location as such Debtor may establish in accordance with the last sentence of this Section 2.4. A complete set of books of account and records of each Debtor relating to the Accounts, Chattel Paper and Documents are, and will continue to be, kept at such chief executive office, at one or more of the other record locations set forth on Schedule D hereto for such Debtor or at such new locations as such Debtor may establish in accordance with the last sentence of this Section 2.4.

(b)                                  All Accounts, Chattel Paper and Documents of each Debtor 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 Debtor shall establish new locations for such offices until (a) it shall have given to the Purchaser 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 Purchaser may reasonably request and (b) with respect to such new location, it shall have taken all action reasonably satisfactory to the Purchaser, to maintain the security interest of the Purchaser in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Section 2.5                                    Location of Inventory and Equipment . As of the date hereof, all Inventory and Equipment held by each Debtor is located at one of the locations shown on Schedule E hereto. Each Debtor 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 Schedule E hereto, or such new location as such Debtor may establish in accordance with the last sentence of this Section 2.5. Each Debtor may establish a new location for Inventory and Equipment in a jurisdiction in which such Debtor currently does business and with respect to which the Purchaser have a first perfected security interest in such Inventory and Equipment (subject to Permitted Liens). Each Debtor may establish a new location outside of a jurisdiction in which it currently does business and with respect to which the Purchaser have a first perfected security interest in such Inventory and Equipment only if (a) it shall have given to the Purchaser 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 Purchaser may reasonably request and (b) with respect to such new location, it shall have taken all action reasonably satisfactory to the Purchaser to maintain the security interest of the Purchaser in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.

Section 2.6                                    Recourse . This Agreement is made with full recourse to each Debtor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of each Debtor contained herein, in the Purchase Agreement and otherwise in writing in connection herewith or therewith.

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Section 2.7                                    Trade Names; Change of Name . Each Debtor’s legal name, jurisdiction of organization and organizational number (if any) are correctly set forth under Column 1 on Schedule F of this Agreement. No Debtor has transacted business at any time during the immediately preceding five year period, and does not currently transact business, under any other legal names or trade names other than the prior legal names and trade names (if any) set forth on Schedule F attached hereto. No Debtor shall change its jurisdiction of organization without the Purchaser’s prior written consent. No Debtor shall change its legal name or transact business under any other trade name without first giving 30 days’ prior written notice of its intent to do so to the Purchaser. With respect to such new name or jurisdiction of organization, such Debtor shall have taken all action reasonably requested by the Purchaser, to maintain the Security Interest at all times fully perfected and in full force and effect.

ARTICLE 3

SPECIAL PROVISIONS CONCERNING

ACCOUNTS; INSTRUMENTS

Section 3.1                                    Additional Representations and Warranties . As of the time when each of its Accounts arises, each Debtor shall be deemed to have represented and warranted that such Account, and all records, papers and documents relating thereto are what they purport to be in all material respects, and that such Account will, to the best knowledge of each Debtor, evidence true and valid obligations of the account debtor named therein.

Section 3.2                                    Maintenance of Records . Each Debtor will keep and maintain at its own cost and expense, records of its Accounts and each Debtor will make the same available on such Debtor’s premises to the Purchaser for inspection, at such Debtor’s own cost and expense, at any and all commercially reasonable times upon commercially reasonable prior notice to such Debtor. Upon the occurrence and during the continuance of an Event of Default and at the commercially reasonable request of the Purchaser, each Debtor shall, at its own cost and expense, deliver all tangible evidence of its Accounts, including, without limitation, all documents evidencing the Accounts) and such books and records to the Purchaser or to its representatives (copies of which evidence and books and records may be retained by each Debtor). If the Purchaser so directs, upon the occurrence and during the continuance of an Event of Default, each Debtor shall legend, in form and manner satisfactory to the Purchaser, the Accounts, as well as books, records and documents of such Debtor 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 Purchaser and that the Purchaser has a security interest therein.

Section 3.3                                    Direction to Account Debtors; Contracting Parties; Etc. Upon the occurrence and during the continuance of an Event of Default, and if the Purchaser so directs each Debtor if such Debtor does not have a Senior Lender, each Debtor agrees (a) to cause all payments on account of the Accounts, Deposit Accounts or General Intangibles to be made directly to the Cash Collateral Account, (b) that the Purchaser may, at its option, directly notify the obligors with respect to any Accounts, Deposit Accounts or General Intangibles to make payments with respect thereto as provided in preceding clause (a) and (c) that the Purchaser may enforce collection of any such Accounts, Deposit Accounts or General Intangibles and may

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adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Debtor. Without notice to or assent by each Debtor, the Purchaser 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 reasonable costs and expenses (including reasonable attorneys’ fees) of collection, whether incurred by such Debtor or the Purchaser, shall be borne by such Debtor. The Purchaser shall deliver a copy of each notice referred to in the preceding clause (b) to such Debtor; provided, that the failure by the Purchaser to so notify such Debtor shall not affect the effectiveness of such notice or the other rights of the Purchaser created by this Section 3.3.

Section 3.4                                    Modification of Terms; etc . No Debtor shall rescind or cancel any indebtedness evidenced by any Account, 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 Account, or interest therein, without the prior written consent of the Purchaser, except in accordance with such Debtor’s commercially reasonable business practices.

Section 3.5                                    Collection . Each Debtor shall endeavor in accordance with commercially reasonable business practices to cause to be collected from the account debtor named in each of its Accounts, as and when due (including, without limitation, amounts which are delinquent, such amounts to be collected in accordance with generally accepted lawful collection procedures) any and all amounts owing under or on account of such Accounts and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The reasonable costs and expenses (including, without limitation, attorneys’ fees) of collection, if incurred by each Debtor or the Purchaser, shall be borne by such Debtor.

Section 3.6                                    Instruments . If a Debtor owns or acquires any Instrument constituting Collateral, at Purchaser’s request upon the occurrence and during the continuation of an Event of Default and if such Debtor does not have a Senior Lender, such Debtor will promptly deliver such Instrument to the Purchaser appropriately endorsed to the order of the Purchaser as further security hereunder. At the Purchaser’s request, such Debtor that owns or acquires any other Instrument constituting Collateral will, within 5 business days, promptly deliver such Instrument to the Purchaser appropriately endorsed to the order of the Purchaser as further security hereunder.

ARTICLE 4

SPECIAL PROVISIONS CONCERNING MARKS

Section 4.1                                    Additional Representations and Warranties . Each Debtor represents and warrants that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks listed in Schedule F hereto and that, as of the date hereof said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office that such Debtor presently owns or uses in connection with its business. Each Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use all material Marks that it uses. Each Debtor

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further warrants that it has no knowledge of any third party claim that any aspect of such Debtor’s present or contemplated business operations infringes or will infringe any trademark, service mark or trade name in any respect which could reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Debtor represents and warrants that except as listed on Schedule F , as of the date hereof it is the beneficial and record owner of all trademark registrations and applications listed in Schedule F hereto and that said registrations are valid and subsisting, and that no Debtor is aware of any third-party claim that any of said registrations in respect of any material Mark is invalid or unenforceable. Each Debtor hereby grants to the Purchaser 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 United States Patent and Trademark Office in order to effect an absolute assignment of all right, title and interest in each Mark, and record the same; provided that such power of attorney may be exercised only if such Debtor does not have a Senior Lender.

Section 4.2                                    Infringements . Each Debtor agrees, promptly upon learning thereof, to notify the Purchaser in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who such Debtor believes is infringing or diluting or otherwise violating in any material respect any of such Debtor’s rights in and to any material Mark, or with respect to any party claiming that such Debtor’s use of any material Mark violates in any material respect any property right of that party. Each Debtor further agrees to prosecute any Person infringing any material Mark in accordance with commercially reasonable business practices.

Section 4.3                                    Preservation of Marks . Each Debtor agrees to use its Marks as required in each of the applicable jurisdictions during the time in which this Agreement is in effect, sufficiently to preserve such Marks (and any registrations thereto) as trademarks or service marks under the laws of the United States and any other applicable law; provided , that, prior to any Default, no Debtor shall be obligated to preserve any Mark in the event such Debtor determines, in its commercially reasonable business judgment, that the preservation of such Mark is no longer desirable in the conduct of its business.

Section 4.4                                    Maintenance of Registration . Each Debtor shall, at its own expense, diligently process all documents required by the Trademark Act of 1946, 15 U.S.C. §§ 1051 et seq . to maintain trademark registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its registered Marks pursuant to 15 U.S.C. §§ 1058(a), 1059 and 1065, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of 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 Purchaser; provided , that, prior to any Default, no Debtor shall be obligated to maintain any Mark in the event that such Debtor determines, in its commercially reasonable business judgment, that the maintenance of such Mark is no longer necessary or desirable in the conduct of its business.

Section 4.5                                    Future Registered Marks . If any Mark registration issues hereafter to a Debtor as a result of any application now or hereafter pending before the United States Patent

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and Trademark Office, within 60 days of receipt of such certificate, such Debtor shall deliver to the Purchaser a copy of such certificate, and an assignment for security in such Mark, to the Purchaser and at the expense of such Debtor, confirming the assignment for security in such Mark to the Purchaser hereunder, in such form as may be reasonably satisfactory to the Purchaser.

Section 4.6                                    Remedies . If an Event of Default shall occur and be continuing, the Purchaser may take any or all of the following actions if such Debtor does not have a Senior Lender:  (a) declare the entire right, title and interest of such Debtor in and to each of the Marks, together with all trademark rights and rights of protection to the same, vested in the Purchaser for the benefit of the Purchaser, in which event the rights, title and interest shall immediately vest, in the Purchaser for the benefit of the Purchaser, and the Purchaser shall be entitled to exercise the power of attorney referred to in Section 4.1 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency; (b) take and use or sell the Marks and the goodwill of such Debtor’s business symbolized by the Marks and the right to carry on the business and use the assets of such Debtor in connection with which the Marks have been used; and (c) direct such Debtor to refrain, in which event such Debtor shall refrain, from using the Marks in any manner whatsoever, directly or indirectly, and, if requested by the Purchaser, change such Debtor’s corporate name to eliminate therefrom any use of any Mark and execute such other and further documents that the Purchaser may request to further confirm this and to transfer ownership of the Marks and registrations and any pending trademark application in the United States Patent and Trademark Office to the Purchaser.

Section 4.7                                    Collateral Assignment . This Agreement is made for collateral security purposes only. This Agreement and Purchaser’s Security Interest in the Marks shall continue in full force and effect as long as any Obligations shall be owed to the Purchaser (or any of said Purchaser). Upon payment in full of the Obligations and termination of the Purchase Agreement, this Agreement shall terminate and Purchaser shall promptly execute and deliver to each Debtor, at such Debtor’s expense, all termination statements and other instruments as may be necessary or proper to terminate Purchaser’s security interest in the Marks, subject to any disposition thereof which may have been made by Purchaser pursuant to this Agreement or the Purchase Agreement.

ARTICLE 5

SPECIAL PROVISIONS CONCERNING

PATENTS, COPYRIGHTS AND TRADE SECRETS

Section 5.1                                    Additional Representations and Warranties . Each Debtor represents and warrants that, as of the date hereof, it is the true and lawful owner of all rights in (a) all material Trade Secrets and Proprietary Information necessary to operate the business of such Debtor, (b) the Patents listed in Schedule H hereto for the Debtor and that said Patents constitute all the patents and applications for patents that the Debtor owns on the date hereof and (c) the Copyrights listed in Schedule I hereto and that said Copyrights constitute all registrations of copyrights and applications for copyright registrations that such Debtor owns on the date hereof. Each Debtor further warrants that it has no knowledge of any third party claim that any aspect of

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such Debtor’s present or contemplated business operations infringes or will infringe any patent or any copyright or such Debtor has misappropriated any Trade Secret or Proprietary Information, in each case in any respect which could reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Debtor hereby grants to the Purchaser 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 United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to record the same; provided that such power of attorney may be exercised only if such Debtor does not have a Senior Lender.

Section 5.2                                    Infringements . Each Debtor agrees, promptly upon learning thereof, to furnish the Purchaser in writing with all pertinent information available to such Debtor with respect to any infringement, contributing infringement or active inducement to infringe in any material respect any material Patent or Copyright or to any claim that the practice of any material Patent or the use of any material Copyright violates in any material respect any property right of a third party, or with respect to any misappropriation of any material Trade Secret Right or any claim that practice of any material Trade Secret Right violates in any material respect any property right of a third party. Each Debtor further agrees, to the extent consistent with commercially reasonable business practices, to prosecute any Person infringing any Patent or Copyright or any Person misappropriating any Trade Secret Right.

Section  5.3                                 Maintenance of Patents . At its own expense, each Debtor shall make timely payment of all post-issuance fees required pursuant to 35 U.S.C. § 41 to maintain in force rights under each Patent, absent prior written consent of the Purchaser; provided , that no Debtor shall be obligated to maintain any Patent in the event such Debtor determines, in its commercially reasonable business judgment, that the maintenance of such Patent is no longer necessary or desirable in the conduct of its business.

Section 5.4                                    Prosecution of Patent Application . At its own expense, each Debtor shall diligently prosecute all applications for Patents for such Debtor and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies, absent written consent of the Purchaser; provided , that no Debtor shall be obligated to prosecute any application in the event such Debtor determines, in its commercially reasonable business judgment, that the prosecuting of such application is no longer necessary or desirable in the conduct of its business.

Section 5.5                                    Other Patents and Copyrights . Within 60 days of the acquisition or issuance of a Patent, registration of a Copyright, or acquisition of a registered copyright, each Debtor shall d