TALX CORP
SECURITY AGREEMENT EXECUTED BY GARCIA ACQUISITION
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>14
<FILENAME>c68586ex10-4.txt
<DESCRIPTION>SECURITY AGREEMENT EXECUTED BY GARCIA ACQUISITION
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (the "Agreement") dated this 27th day of March,
2002 is executed and delivered by GARCIA ACQUISITION SUB, INC., a Missouri
corporation ("Grantor") in favor of LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, as Administrative Agent (the "Secured Party")
pursuant to the terms of the Loan Agreement (hereinafter defined).

                               W I T N E S S E T H

     WHEREAS, TALX Corporation, a Missouri corporation ("Borrower") has
obtained, or is about to obtain, an Aggregate Commitment pursuant to that
certain Loan Agreement (as may be amended, restated or modified from time to
time, the "Loan Agreement") of even date herewith by and among Borrower, Secured
Party, individually and as Administrative Agent, and Southwest Bank of St. Louis
(collectively Secured Party, individually, and Southwest Bank of St. Louis are
referred to herein as "Lenders") pursuant to which loans made by Lenders to
Borrower thereunder (each a "Loan" and collectively "Loans") are evidenced by
certain Revolving Note(s) and Term Note(s) of the Borrower all of even date
herewith which together aggregate in the principal amount of up to Forty Million
Dollars ($40,000,000.00) and which are all due and payable at the times and
pursuant to the terms and conditions of the Loan Agreement (all such Revolving
Note(s) and Term Note(s) are referred to collectively herein as the "Notes");

     WHEREAS, the Borrower owns, directly or indirectly, all or substantially
all of the equity interest in Grantor and Grantor acknowledges that Lenders
refused to enter in to the Loan Agreement or make the Loans unless Grantor
executed and deliver to Secured Party for the ratable benefit of the Lenders
that certain Guaranty of Garcia dated of even date herewith (as may be amended,
restated or modified from time to time, the "Guaranty");

     WHEREAS, Grantor, desirous of having Lenders make and/or continue to make
Loans to Borrower which will inure to the direct and indirect financial benefit
of Grantor, executes this Agreement in the favor of Agent for the ratable
benefit of the Lenders in order to induce Lenders to make Loans and any other
advances, loans, extensions of credit, future advances or additional loans,
directly or indirectly, to Borrower and to grant to Borrower such renewals,
extensions, forbearances, releases of collateral or other relinquishments of
rights as Lender may deem advisable; and

     WHEREAS, Grantor and the Secured Party desire to secure the Obligations
(hereinafter defined) for the ratable benefit of Lenders pursuant to the terms
of the Loan Agreement.

     NOW, THEREFORE, in consideration of the execution and delivery by the
Lenders of the Loan Agreement, and other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged by the Grantor, the
Grantor hereby agrees with the Secured Party as follows.

     1.   GRANT OF SECURITY INTEREST. To secure the Obligations, Grantor hereby
grants to Secured Party, for the ratable benefit of the Lenders pursuant to the
terms of the




<PAGE>

Loan Agreement, a continuing lien on and security interest in, and the right to
set off against, any and all right, title and interest of the Grantor, whether
now, or hereafter, owned, existing, created, acquired or arising, in and to any
and all of Grantor's personal property, wherever located and whomever held by
(collectively the "Collateral"). The Collateral includes, but is not limited to,
the following:

          (i)    All Accounts, accounts receivable, Deposit Accounts, promissory
     notes and other obligations owed to Grantor that arise from the sale,
     rental or lease of Inventory, goods or other property of Grantor or the
     rendering of services by Grantor, and all Chattel Paper, Instruments
     (including Promissory Notes), Documents, drafts, contract rights and
     acceptances, Health-Care-Insurance Receivables, Letter-of-Credit Rights and
     other forms of obligations (including but not limited to all obligations
     that may be characterized as General Intangibles or otherwise under the
     UCC) respecting the rights of Grantor to the payment of money from others
     and all other rights to the payment of money;

          (ii)   All Goods and Inventory, and all documents of title of at any
     time evidencing or representing a part thereof, including all inventories
     of raw materials, work-in-process, finished goods, and merchandise,
     materials and supplies and all other personal property and assets of every
     kind and description held for sale, rental or lease or held to be furnished
     under contracts for services or consumed in Grantor's business, or in any
     case held, used or useable in the supply, servicing, advertising,
     processing, packaging, delivery or shipping of such property;

          (iii)  All Equipment, machinery, tools furniture, and fixtures of
     every sort and spare parts therefor, all storage media containing computer
     programs and data, and all tools, dies, and molds, and all motor vehicles,
     trailers, tractors, barges, and ships of every sort and spare parts and
     accessories therefor, whether or not titled or certificated;

          (iv)   All General Intangibles, including Payment Intangibles, all
     computer programs, data and databases, leases, licenses, claims and causes
     of action against others (whether in litigation, settlement or otherwise),
     and tax refunds, and all summaries, compilations, mailing and customer,
     client or supplier lists, and other supporting evidence records relating to
     the business, assets, liabilities or capital of Grantor, and all disks,
     files, tapes, printouts, books, records, periodicals, directories,
     publications and other documents and media where the foregoing is stored or
     embodied, and all patents, patent applications, trademarks, trademark
     applications, trade secrets, trade names, service marks, trade styles, and
     copyrights, in each case whether or not registered, licensed or filed;

          (v)    All rights under all licenses, permits, leases, contracts,
     governmental approvals, franchises, applications for any of the foregoing,
     renewals of any of the foregoing, and similar rights or privileges or
     immunities;

          (vi)   (A) all dividends, cash, securities, instruments and other
     property from time to time paid, payable or otherwise distributed to
     Grantor in respect of or in exchange



                                  Page 2 of 17
<PAGE>

     for any shares or other capital stock or trust, partnership or limited
     liability company interests, all Investment Property, Certificated
     Securities, Uncertificated Securities, Security Entitlements, Securities
     Accounts, securities accounts, margin accounts, financial assets, hedging
     contracts, options contracts, and futures contracts; (B) any and all
     distributions made to Grantor in respect of any such shares or capital
     stock, or trust, partnership or limited liability company interests,
     whether in cash or in kind, by way of dividends or stock splits, or
     pursuant to a merger or consolidation or otherwise, or any substitute
     security issued to Grantor upon conversion, reorganization or otherwise;
     and (C) any and all other property hereafter delivered to Grantor or
     Secured Party in substitution for or in addition to any of the foregoing
     (including without limitation all securities issued pursuant to any
     shareholder agreement, stock purchase agreement, partnership agreement,
     trust agreement or indenture, limited liability company operating
     agreement, stock purchase rights or other agreement to which Grantor may
     now or hereafter be a party, all certificates and instruments representing
     or evidencing such property and all cash, securities, interest, dividends,
     rights, and other property at any time and from time to time received,
     receivable or otherwise distributed in respect of or in exchange for any or
     all thereof);

          (vii)  All of Grantor's property in the possession, custody or control
     of Secured Party in any way, whether or not for safekeeping, custody,
     pledge, transmission, collection or otherwise;

          (viii) All funds paid to Secured Party or in transit to any deposit
     account or fund established by Grantor, and any securities in which such
     funds may be invested; and

          (ix)   All cash and non-cash proceeds and products of the foregoing,
     all proceeds from insurance on any of the foregoing, all goodwill
     associated with the foregoing, all additions and accessions to and
     replacements and substitutions for any of the foregoing, everything that
     becomes (or is held for the purpose of being) affixed to or installed in
     any of the foregoing, and all products, rents, income, dividends,
     royalties, and profits of or from any of the foregoing.

     This Agreement is made and given to secure, and shall secure, the payment
and performance of, whether arising by the Guaranty or otherwise, (i) any and
all indebtedness, obligations and liabilities of the Grantor to the Lenders, or
any of them individually, evidenced by or otherwise arising out of or relating
to the Guaranty of Garcia and (ii) any and all reasonable expenses and charges,
legal or otherwise, suffered or incurred by the Secured Party in collecting or
enforcing any of such indebtedness, obligations or liabilities or in realizing
on or protecting or preserving any security therefor, including, without
limitation, the lien and security interest granted hereby (all of the foregoing
being herein referred to as the "Obligations").

     2.   DEFINED TERMS. The term "Loan Documents" and all other capitalized
terms used herein but not otherwise defined herein have the meanings given them
in the Loan Agreement. All capitalized terms used and not otherwise defined
herein or in the Loan Agreement have the meanings given them in the Uniform
Commercial Code as in effect from time to time in the State of Illinois ("UCC").
To the extent the provisions of this Agreement



                                  Page 3 of 17
<PAGE>

conflict with the provisions of the Loan Agreement, the Loan Agreement shall
govern. The prior sentences notwithstanding, any reference to any agreement,
document, or instrument, including this Agreement, any other Loan Document and
any agreement, document or instrument defined herein or therein, means such
agreement, document, or instrument as it may have been or may be amended,
restated, extended, renewed, replaced, or otherwise modified and in effect from
time to time in accordance with the terms thereof and, if applicable, the terms
hereof, and includes all attachments thereto and instruments incorporated
therein, if any.

     3.   POSSESSION OF COLLATERAL. Until the occurrence of an Event of Default,
Grantor may have possession of all Collateral except for Collateral which is in
the possession of Secured Party or Collateral which Secured Party must possess
in order to have a perfected first priority Security Interest therein, and
Grantor may use each item of the Collateral in its possession in any lawful
manner not inconsistent with this Agreement, the other Loan Documents or with
any policy of insurance covering the same.

     4.   GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor represents and
warrants to the Secured Party the following:

          4.1.   NAME; JURISDICTION; TAXPAYER ID NUMBER. The correct corporate
     name and jurisdiction of formation of the Grantor is set forth in the first
     paragraph of this Agreement, and the Grantor does not conduct and, during
     the five-year period immediately preceding the date of this Agreement, has
     not conducted, business under any trade name or other fictitious name other
     than those set forth on Schedule A attached hereto; and in any event, the
     only trade name or style under which Grantor sells Inventory or creates
     Accounts, or to which instruments in payment of Accounts are made payable,
     is the name which identifies Grantor as aforementioned. The Internal
     Revenue Service taxpayer identification number of the Grantor and the
     organizational identification number of the Grantor issued by the Grantor's
     jurisdiction of formation are set forth on Schedule A attached hereto.

          4.2.   OFFICES; PLACES OF BUSINESS. Grantor's chief executive office
     and principal place of business and the books and records relating to all
     Accounts and the Collateral is located at the address set forth on Schedule
     A. All addresses (including applicable counties) of all other places of
     business of the Grantor shall at all times be additionally listed on
     Schedule A. Unless Secured Party otherwise consents in writing, all of the
     tangible Collateral will be kept at Grantor's chief executive office or
     such other places of business described in the Loan Agreement, including
     Collateral which is movable when the same is not in use; and without
     Grantor first making arrangements satisfactory to Secured Party to protect
     Secured Party's Security Interest therein, Grantor will not place any of
     the tangible Collateral in any other location. No Collateral shall at any
     time be in the possession or control of any warehouseman, bailee or any of
     Grantor's agents or processors without Secured Party's prior written
     consent and unless Secured Party, if Secured Party has so requested, has
     received warehouse receipts or bailee letters satisfactory to Secured Party
     prior to the commencement of such storage. Grantor shall, upon the request
     of Secured Party, notify any such warehouseman, bailee, agent or



                                  Page 4 of 17
<PAGE>

     processor of the Security Interests created hereby and shall instruct such
     person to provide a written agreement to Secured Party that such person
     holds all such Collateral for Secured Party's account subject to Secured
     Party's instructions.

          4.3.   NAME, ENTITY OR OFFICE CHANGES. If Grantor intends to change
     its name, change its structure, change the location of Grantor's chief
     executive office, create new or otherwise amend its trade names or
     trademarks, change its state of organization, or open other places of
     business, Grantor will, prior to taking any such action, provide Secured
     Party no less than thirty (30) days prior written notice of the same and,
     prior to taking any such action, will promptly execute such additional
     documents as Secured Party may reasonably request in order to maintain a
     fully perfected first priority Security Interest in favor of Secured Party
     in the Collateral, excepting only Permitted Security Interests (as defined
     in the Loan Agreement).

          4.4.   INSURANCE. Grantor will keep the Collateral insured in
     accordance with the terms of the Loan Agreement.

          4.5.   COLLATERAL NOT TO BECOME FIXTURES. Without first making
     arrangements satisfactory to Secured Party to protect its Security
     Interest, Grantor will not allow the Collateral to become affixed to or
     installed in any property (including but not limited to any real estate)
     except, however, to or in other items of Collateral or as otherwise
     permitted by the terms of the Loan Agreement.

          4.6.   CONDITION OF COLLATERAL; DISPOSAL OF COLLATERAL. Grantor will
     keep the Collateral in the condition required under the terms of the Loan
     Agreement. Grantor will not transfer, convey or otherwise dispose of any
     Collateral (or any interest therein) unless and only to the extent
     permitted herein or by the Loan Agreement.

          4.7.   LIENS. Grantor is the lawful owner of the Collateral free and
     clear, and will keep free and clear, of all security interests, liens,
     encumbrances, registered pledges, adverse claims, voting trust restrictions
     and any other claims of others except with respect to Permitted Security
     Interest or as otherwise disclosed to Secured Party in the Loan Agreement.
     Grantor will pay and discharge all taxes assessed on the Collateral in
     accordance with the terms of the Loan Agreement.

          4.8.   COLLATERAL DISPOSITION. Grantor has not, and will not, sell,
     assign, transfer, encumber or otherwise dispose of any of Grantor's rights
     in the Collateral except (i) with respect to Permitted Security Interests,
     (ii) in the ordinary course of Grantor's business or (iii) upon the prior
     written consent of Secured Party, to be withheld, conditioned or delayed by
     Secured Party in Secured Party's sole discretion

          4.9.   AUTHORIZATION. Grantor has the full right, power and authority
     to enter into this Agreement and to pledge the Collateral. Grantor's
     articles of incorporation and bylaws do not prohibit execution of this
     Agreement by Grantor or any term or condition contained in this Agreement.




                                  Page 5 of 17
<PAGE>

          4.10.  BINDING EFFECT. This Agreement is binding upon Grantor, as well
     as Grantor's heirs, successors, representatives and assigns, and is legally
     enforceable in accordance with its terms.

     5.   INSPECTION. Secured Party and any of its authorized agents may examine
and inspect the Collateral in accordance with the terms of the Loan Agreement.

     6.   DISBURSEMENT DIRECTLY TO SELLER OF COLLATERAL. To the extent, if any,
that Grantor has advised Secured Party that any of the Collateral is being
acquired with proceeds of any loan, advance or other financial accommodation
from Secured Party, such proceeds may be disbursed by Secured Party directly to
the seller of such Collateral.

     7.   ADVERSE CONDITIONS AFFECTING COLLATERAL. Grantor will notify Secured
Party within 30 days of becoming aware of any material adverse fact or condition
which bears upon the value of the Collateral including any adverse fact or
condition, or the occurrence of any event, which (i) bears upon the
collectibility of any material Account including the ability of any Account
Grantor to perform under any agreement evidencing any material Account
(including the bankruptcy, insolvency or failure of any Account Grantor to pay
its debts as they become due), or (ii) causes material loss or depreciation in
the value of any material item of the Collateral and the amount of such loss or
depreciation. Grantor will provide such additional information to Secured Party
regarding the amount of any loss or depreciation in value of the Collateral as
Secured Party may reasonably request from time to time.

     8.   PROTECTION OF SECURITY INTEREST. Secured Party may, at Grantor's sole
cost, file a copy of this Agreement or a Financing Statement in any public
office deemed necessary by Secured Party to perfect or continue its Security
Interest in the Collateral, and Grantor hereby ratifies any such Financing
Statement previously filed by Secured Party and irrevocably authorizes Secured
Party to do any of the foregoing. Grantor will execute or cause the execution of
such additional Financing Statements and other documents (and pay the cost of
filing or recording the same in all public offices deemed necessary by Secured
Party) and do such other acts and things, including execution of applications
and certificates of title naming Secured Party as a secured party and delivery
of same to Secured Party, as Secured Party may from time to time request or deem
necessary to establish and maintain a valid and perfected Security Interest in
the Collateral, subject only to the Permitted Security Interests. Grantor will,
immediately upon Secured Party's reasonable request, place a durable notice of
the existence of Secured Party's Security Interest, in form and by means
reasonably acceptable to Secured Party, upon such items of the Collateral as are
designated by Secured Party. Grantor will not create any Chattel Paper without
placing a legend on the Chattel Paper acceptable to Secured Party indicating
Secured Party has a Security Interest in the Chattel Paper. Grantor will not
file any document releasing Secured Party's Security Interest in any of the
Collateral without the prior written authorization of Secured Party.

     9.   PRESERVATION OF COLLATERAL; EXPENDITURES. After first giving notice to
Grantor, Secured Party may perform any obligation of Grantor hereunder or under
any other Loan Document which Grantor fails to perform; provided, however, that
after the



                                  Page 6 of 17
<PAGE>

occurrence of an Event of Default and during the continuance, Secured Party will
not be obligated to provide Grantor with any such notice. After first giving
notice to Grantor, Secured Party may, in its commercially reasonable judgment at
any time, take any other action which it reasonably deems necessary for the
maintenance or preservation of any of the Collateral or the Security Interest of
Secured Party therein, including the payment and discharge of taxes, liens,
security interests and encumbrances of any kind against the Collateral, or the
procurement of insurance; provided, however that after the occurrence of an
Event of Default and during the continuance, Secured Party will not be obligated
to provide Grantor with any such notice. Any actions taken by Secured Party
pursuant to this Section will not be deemed a waiver of any Event of Default.
Upon the occurrence and during the continuance of an Event of Default, Secured
Party may adjust, settle or cancel claims under any policy of insurance covering
items of the Collateral and endorse any draft received in connection therewith
in payment of a loss or otherwise. Grantor agrees to reimburse Secured Party on
demand for all costs and expenses incurred or paid by Secured Party pursuant to
this Section, together with interest thereon at the highest default or
post-maturity rate provided in the Loan Agreement or the Notes. Any amounts,
until so reimbursed to Secured Party, will, without further action by Secured
Party or Grantor, be added to and become a part of the Obligations and secured
hereby. Secured Party may, for the foregoing purposes, act in its own name or
that of Grantor. Grantor hereby grants to Secured Party its power of attorney,
irrevocable so long as any of the Obligations are outstanding, to take any of
the actions described or permitted by this Section. Secured Party is not
obligated to exercise its rights under this Section and will not be liable to
Grantor for any failure to do so.

     10.  LIMITATION OF OBLIGATION OF SECURED PARTY. Secured Party shall use
ordinary reasonable care in the physical preservation and custody of the
Collateral in Secured Party's possession, but shall have no other obligation to
protect the Collateral or its value. In particular, but without limitation,
Secured Party shall have no responsibility for: (a) any change in the market
value of the Collateral or for the collection or protection of any income and
proceeds from the Collateral; (b) ascertaining any maturities, calls,
conversions, exchanges, offers, tenders, or similar matters relating to any of
the Collateral; or (c) informing Grantor about any of the above, whether or not
Secured Party has or is deemed to have knowledge of such matters. Secured Party
will be deemed to have exercised reasonable care in the custody and preservation
of any Collateral in its possession (even if it fails to sell or convert
Collateral which is falling in market value) if Secured Party treats such
Collateral in substantially the same way that Secured Party treats the
collateral of its other customers when dealing with similar types of collateral
under similar circumstances. The failure of Secured Party to preserve or protect
any rights with respect to any of the Collateral against other parties will not
be deemed a failure to exercise reasonable care in the custody or preservation
of such Collateral.

     11.  DEFAULT. The term "Event of Default" has the meaning as set forth in
the Loan Agreement and thus the occurrence and continuance of any event of or
the existence of any condition which is specified as an Event of Default under
the Loan Agreement shall constitute an Event of Default hereunder.




                                  Page 7 of 17
<PAGE>

     12.  REMEDIES. Upon the occurrence and during the continuation of an Event
of Default, Secured Party will have and may exercise any or all of its rights
and remedies as provided in the Loan Agreement and in the other Loan Documents,
at law or in equity, including any or all of its rights and remedies against any
Guarantor, and/or treat all of Grantor's property in Secured Party's possession
as part of the Collateral to secure payment of the Obligations, in addition to
exercising any one or more of the following rights and remedies:

          (i)    Declare all Obligations immediately due and payable, without
     notice of any kind to Grantor.

          (ii)   Utilize any and all of its rights and pursue any and all of its
     remedies under the UCC, under any other applicable law, at equity, or
     pursuant to this Agreement and the other Loan Documents with respect to the
     Collateral.

          (iii)  Register any securities included in the Collateral in Secured
     Party's name and exercise any rights normally incident to the ownership of
     securities.

          (iv)   Maintain a judicial suit for foreclosure and sale of the
     Collateral.

          (v)    Effect transfer of title upon sale of all or part of the
     Collateral. For this purpose, Grantor irrevocably appoints Secured Party as
     its attorney-in-fact to execute endorsements, assignments and instruments
     in the name of Grantor and each of them (if more than one) as shall be
     necessary or reasonable.

     All of Secured Party's rights and remedies, whether evidenced by this
Agreement, the Loan Agreement or other Loan Documents or by any other writing,
shall be cumulative and may be exercised singularly or concurrently. Election by
Secured Party to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Grantor under this Agreement, after Grantor's failure to perform,
shall not affect Secured Party's right to declare an Event of Default and to
exercise its remedies hereunder. Grantor agrees that, to the extent notice of
sale shall be required by applicable law, ten (10) days notice shall constitute
commercially reasonable notification.

     13.  CERTIFICATE REGARDING COLLATERAL. Upon the occurrence and during the
continuation of an Event of Default, whenever Secured Party so requires, Grantor
will execute and deliver to Secured Party a certificate, in form and detail
satisfactory to Secured Party and signed by a knowledgeable officer of Grantor,
scheduling all material Collateral, as Secured Party may reasonably require,
together with such copies of invoices (with evidence of shipment attached), if
available, original purchase orders, service contracts, bills of lading,
original warehouse receipts or similar documents of title, pertaining to
Grantor's Accounts and Inventory as Secured Party may reasonably require.

     14.  INVESTMENT PROPERTY AS COLLATERAL. If any of the property which is
part of the Collateral is, from time to time, Investment Property:




                                  Page 8 of 17
<PAGE>

          14.1.  Grantor agrees (a) to deliver immediately to the Secured Party
     or the Secured Party's nominee all certificates evidencing any of the
     Investment Property which may at any time come into the possession of
     Grantor, (b) to execute and deliver to the Secured Party such financing
     statements as the Secured Party may request with respect to the Investment
     Property, and, additionally, however, Grantor hereby authorizes Secured
     Party to file any such financing statements as Secured Party deems
     necessary or appropriate in Secured Party's sole discretion without the
     need for Grantor's signature or further approval as provided for in Section
     8 hereof, (c) to take such other steps as the Secured Party may from time
     to time reasonably request to perfect the Secured Party's security interest
     in the Investment Property under applicable law, including, but not limited
     to, (i) with respect to any portion of the Investment Property which may
     constitute uncertificated securities, to obtain the agreement of issuer of
     such securities to transfer or dispose of the securities only upon Secured
     Party's instructions without Grantor's further consent and (ii) with
     respect to any portion of the Investment Property which may constitute a
     "security entitlement" (as defined in the UCC), to, in the Secured Party's
     sole discretion, obtain an agreement of the "securities intermediary" (as
     defined in the UCC) to transfer or dispose of such security entitlement
     only upon Secured Party's instructions without the further consent of
     Grantor.

          14.2.  Upon the occurrence of an Event of Default, Secured Party may
     transfer or register the Investment Property into its name or the name of
     its nominee for so long as the Investment Property remains part of the
     Collateral.

          14.3.  The issuer of any Investment Property which is part of the
     Collateral is hereby granted the authority to make the transfer or
     registration pursuant to Section 14.2 of this Agreement into Secured
     Party's name or the name of Secured Party's nominee, without the consent of
     or further instruction from the Grantor.

          14.4.  Secured Party has the sole right to vote any Investment
     Property which is Collateral with regard to any proposed amendment to the
     Charter Documents of the issuer of such Investment Property which could
     reasonably be expected to have an adverse effect on the Secured Party.
     Otherwise, Grantor has the sole right to vote such Investment Property
     except upon the occurrence and during the continuance of an Event of
     Default.

          14.5.  All income from the Investment Property is to be paid and
     delivered to Grantor; provided, however, that any Investment Property
     received by Grantor by reason of Grantor's ownership of the Investment
     Property pledged hereunder are to be promptly delivered to Secured Party as
     part of the Collateral, as provided above.

     15.  NO RELEASE OR IMPAIRMENT OF COLLATERAL. Secured Party's Security
Interest hereunder and Secured Party's rights in connection therewith will
continue unimpaired, except with respect to Permitted Security Interests,
notwithstanding that Secured Party takes, exchanges or releases the Collateral
or other security, releases any person primarily or secondarily liable for any
of the Obligations, grants or allows extensions, renewals,



                                  Page 9 of 17
<PAGE>

modifications, rearrangements, restructures, replacements or refinancings
thereof, whether or not the same involve modifications to interest rates or
other payment terms thereof, or indulgences with respect to the Obligations.
Secured Party may apply to the Obligations in such order as Secured Party
determines, any proceeds or other amounts received on account of the Collateral
pursuant hereto by the exercise of any right permitted under this Agreement,
regardless of whether there is any other security for the Obligations. Grantor
hereby waives all requirements of presentment, protest, demand, and notice of
dishonor or non-payment to Grantor or any other party to the Obligations or the
Collateral

     16.  RELEASES. In the event all of the Obligations have been fully and
indefeasibly paid, all of the Commitments have been canceled or terminated, all
Letters of Credit have expired, and the Secured Party have no other commitment
to extend credit or make advances to or for the account of Grantor, and Secured
Party has received a written request from Grantor in connection therewith to
execute and deliver all applicable UCC termination statements and releases with
respect to the Collateral (collectively, the "Releases"), Secured Party will, at
Grantor's sole cost and expense (and Grantor will promptly reimburse Secured
Party for any reasonable fees and expenses, including but not limited to
reasonable legal fees and expenses, incurred in connection with the preparation,
review, filing or recording of any such releases or terminations) execute and
deliver such Releases to the person and address designated by Grantor in its
notice within a commercially reasonable time after Secured Party's receipt of
such notice.

     17.  NO LIABILITY OF SECURED PARTY FOR CONTRACTS. Anything herein to the
contrary notwithstanding: (i) Grantor shall remain liable under the contracts
and agreements included in the Collateral to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed; (ii) the exercise by Secured Party of any
of its rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral; and
(iii) Neither Secured Party nor Lenders shall have any obligation or liability
under the contracts and agreements included in the Collateral by reason of this
Agreement, or be obligated to perform any of the obligations or duties of
Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

     18.  FURTHER ASSURANCES. From time to time, Grantor shall execute and
deliver to Secured Party such additional documents and will provide such
additional information as Secured Party may reasonably require to carry out the
terms of this Agreement and be informed of Grantor's status and affairs.

     19.  CONTINUING AGREEMENT. This Agreement shall be a continuing agreement
in every respect and shall remain in full force and effect until all of the
Obligations, both for principal and interest, have been fully paid and satisfied
all Commitments have been cancelled or terminated and all Letters of Credit have
expired.

     20.  MISCELLANEOUS.

          20.1.  NOTICES. All notices, consents, requests and demands to or upon
     the respective parties hereto shall be in writing, and shall be deemed to
     have been given or



                                 Page 10 of 17
<PAGE>

     made when delivered to Grantor or Secured Party in person or when deposited
     in the United States mail, postage prepaid, or, in the case of overnight
     courier services, when delivered to the overnight courier service, or in
     the case of telecopy notice, when sent, verification received, and in the
     case of Grantor at the address on the signature page hereto and in the case
     of Secured Party at the address as set forth on the signature page of the
     Loan Agreement, or such other address as any party may designate by notice
     to the other in accordance with the terms of this Section. No notice given
     to or demand made on Grantor or Secured Party in any instance shall entitle
     Grantor to notice or demand in any other instance.

          20.2.  AMENDMENTS AND WAIVERS. No amendment to this Agreement will be
     effective unless it is in writing and signed by authorized officers of
     Grantor and Secured Party. No waiver of full compliance with any provision
     of this Agreement or consent to any departure by Grantor herefrom will be
     effective unless it is in writing and signed by an authorized officer of
     Secured Party; provided, however, that any such waiver or consent will be
     effective only in the specific instance and for the purpose for which
     given. No failure by Secured Party to exercise, and no delay by Secured
     Party in exercising, any right, remedy, power or privilege hereunder will
     operate as a waiver thereof, nor will any single or partial exercise by
     Secured Party of any right, remedy, power or privilege hereunder preclude
     any other exercise thereof, or the exercise of any other right, remedy,
     power or privilege.

          ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
     FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
     RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
     (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
     COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
     AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE IN WRITING TO MODIFY IT.

          20.3.  RIGHTS CUMULATIVE. Each of the rights and remedies of Secured
     Party under this Agreement is in addition to all of their other rights and
     remedies under applicable law, and nothing in this Agreement may be
     construed as limiting any such rights or remedies.

          20.4.  SUCCESSORS AND ASSIGNS. This Agreement binds Grantor and its
     successors and assigns and inures to the benefit of Secured Party, and each
     of their successors, transferees, participants and assignees. Grantor may
     not delegate or transfer any of its obligations under this Agreement
     without the prior written consent of Secured Party. With respect to
     Grantor's successors and assigns, such successors and assigns include any
     receiver, trustee or debtor-in-possession of or for Grantor.

          20.5.  SEVERABILITY. Any provision of this Agreement which is
     prohibited, unenforceable or not authorized in any jurisdiction is, as to
     such jurisdiction, ineffective to the extent of such prohibition,
     unenforceability or nonauthorization without invalidating the remaining
     provisions hereof or affecting the validity, enforceability or



                                 Page 11 of 17
<PAGE>

     legality of such provision in any other jurisdiction unless the
     ineffectiveness of such provision would result in such a material change as
     to cause completion of the transactions contemplated hereby to be
     unreasonable.

          20.6.  GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement is to be
     governed by and construed and interpreted in accordance with the internal
     Laws of the State of Illinois applicable to contracts made and to be
     performed wholly within such state, without regard to choice or conflicts
     of law principles; except that the provisions of this Agreement pertaining
     to the creation or perfection of a security interest in or the enforcement
     of rights in the Collateral which is located in a state other than the
     State of Illinois shall governed by the by the laws of such other state.
     This Agreement is solely for the benefit of the parties hereto and the
     Lenders and their respective successors and assigns pursuant to the terms
     of the Loan Agreement, and no other person has any right, benefit, priority
     or interest under, or because of the existence of, this Agreement.

          20.7.  FINAL EXPRESSION; NO COURSE OF DEALING. This Agreement,
     together with the Loan Agreement, the other Loan Documents and any other
     agreement executed in connection herewith or therewith, is intended by the
     parties as a final expression of their agreement and is intended as a
     complete and exclusive statement of the terms and conditions thereof.
     Acceptance of or acquiescence in a course of performance or course of
     dealing rendered or taken under or with respect to this Agreement, the Loan
     Agreement or the other Loan Documents will not be relevant to determine the
     meaning of this Agreement, the Loan Agreement or the other Loan Documents
     even though the accepting or acquiescing party had knowledge of the nature
     of the performance and opportunity for objection.

          20.8.  NEGOTIATED TRANSACTION. Grantor and Secured Party each
     represent to the other that in the negotiation and drafting of this
     Agreement each has been represented by and has relied upon the advice of
     counsel of its choice. Each of Grantor and Secured Party affirm that its
     counsel has had a substantial role in the drafting and negotiation of this
     Agreement; therefore, this Agreement will be deemed drafted by each of
     Grantor and Secured Party, and the rule of construction to the effect that
     any ambiguities are to be resolved against the drafter will not be employed
     in the interpretation of this Agreement.

          20.9.  SECURED PARTY EXPENSES AND ATTORNEYS' FEES. Grantor will
     reimburse Secured Party for all expenses incurred by Secured Party in
     connection with preparation, administration, amendment, modification and in
     seeking to collect or enforce the Obligations and any other rights under
     this Agreement or any of the other Loan Documents or under any other
     instrument, document or agreement evidencing or executed in connection with
     any of the Obligations, including reasonable attorneys' fees and actual
     attorneys' expenses (whether or not there is litigation), court costs and
     all costs in connection with any proceedings under the United States
     Bankruptcy Code, and any expenses incurred on account of damage to any
     property to which any of the Collateral may be affixed.



                                 Page 12 of 17
<PAGE>


          20.10. ASSIGNMENT BY SECURED PARTY. To the extent permitted in the
     Loan Agreement, Secured Party may grant a participation interest in or
     assign or transfer to another person any instrument, document or agreement
     evidencing any of the Obligations and Secured Party's rights under this
     Agreement, and may deliver all the property which is part of the Collateral
     and in its possession to the participant, assignee or transferee or to any
     person acting as agent for Secured Party.

          20.11. PARAGRAPH HEADINGS. The titles to the paragraphs of this
     Agreement are solely for the convenience of the parties and shall not be
     used to explain, modify, simplify, or aid in the interpretation of the
     provisions of this Agreement.

          20.12. REINSTATEMENT. This Agreement and any and all Security
     Interests created or evidenced hereby will continue to be effective or be
     reinstated, as the case may be, as though such payments had not been made,
     if at any time any amount received by Secured Party or Lenders in respect
     of the Obligations is rescinded or must otherwise be restored or returned
     by Secured Party or Lenders, including upon the insolvency, bankruptcy,
     dissolution, liquidation or reorganization of Grantor or upon the
     appointment of any intervenor or conservator of, or trustee or similar
     official for, Grantor, any substantial part of its assets, or otherwise.

          20.13. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
     SENTENCE, GRANTOR AND SECURED PARTY HEREBY AGREE TO THE EXCLUSIVE
     JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND
     THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY
     OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
     INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP
     BETWEEN SECURED PARTY AND GRANTOR OR THE CONDUCT OF ANY OF THEM IN
     CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE
     COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) SECURED PARTY
     SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GRANTOR OR
     ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR
     APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR
     THE LOAN OBLIGATIONS, AND (2) GRANTOR AND SECURED PARTY ACKNOWLEDGE THAT
     ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE
     MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

          20.14. WAIVER OF JURY TRIAL. GRANTOR AND SECURED PARTY HEREBY WAIVE
     ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
     (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY
     WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF



                                 Page 13 of 17
<PAGE>

     THE GRANTOR AND SECURED PARTY OR EITHER OF THEM IN RESPECT OF THIS
     AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR
     THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
     WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. GRANTOR AND SECURED
     PARTY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
     ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY
     FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
     WRITTEN EVIDENCE OF THE CONSENT OF THE GRANTOR OR SECURED PARTY TO THE
     WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          20.15. SERVICE OF PROCESS. GRANTOR HEREBY WAIVES PERSONAL SERVICE OF
     ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS
     MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO
     GRANTOR AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGE HERETO, AND SERVICE
     SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
     HAVE BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT SECURED PARTY'S OPTION, BY
     SERVICE UPON CT CORPORATION, WHICH GRANTOR IRREVOCABLY APPOINTS AS
     GRANTOR'S SECURED PARTY FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS
     WITHIN THE STATE OF ILLINOIS. SECURED PARTY SHALL PROMPTLY FORWARD BY
     REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID SECURED PARTY TO GRANTOR AT
     ITS ADDRESS ON THE SIGNATURE PAGES HERETO. NOTHING IN THIS SECTION SHALL
     AFFECT THE RIGHT OF THE SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER
     MANNER PERMITTED BY LAW.




     IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
first above written.

                                             GRANTOR

                                             GARCIA ACQUISITION SUB, INC.,
                                             a Missouri corporation

                                             By:     /s/ WILLIAM W. CANFIELD
                                                   -----------------------------

                                             Name:       William W. Canfield
                                                   -----------------------------

                                             Title:      President
                                                   -----------------------------




                                 Page 14 of 17
<PAGE>

                                             WITH A NOTICE ADDRESS OF:

                                              1850 Borman Ct.
                                             -----------------------------------
                                              St. Louis, Missouri 63146
                                             -----------------------------------
                                              Attn: L. Keith Graves
                                             -----------------------------------


                                             AND COPY TO:

                                             Karen W. Fries, Esq.
                                             Bryan Cave LLP
                                             One Metropolitan Square, Suite 3600
                                             St. Louis, Missouri 63102-2750




                                 Page 15 of 17
<PAGE>


                                   SCHEDULE A



(a)  Additional Trade or Fictitious Names:

                           N/A
          ------------------------------------------------------

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

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


(b)  Taxpayer ID Number:

                           03-0408824
          ------------------------------------------------------


(c)      Chief Executive and principal place of business at:

                 3455 Mill Run Drive, Hilliard, OH 43026
          ------------------------------------------------------


(d)      Additional places of business:

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

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

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




                                 Page 16 of 17
<PAGE>


                                    EXHIBIT A

                 COLLATERAL DESCRIPTION FOR FINANCING STATEMENT
    NAMING GARCIA ACQUISITION SUB, INC, A MISSOURI CORPORATION, AS "GRANTOR"
     AND LASALLE BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION,
                    ADMINISTRATIVE AGENT, AS "SECURED PARTY"

Grantor hereby grants a Security Interest to Secured Party in all personal
property and assets of Grantor, and all of Grantor's rights, title and interest
therein, in all cases whether now or hereafter owned or acquired by or consigned
to Grantor and wherever located, and whether held by Grantor or any other person
(including a securities intermediary) including, but not limited to, the
following:

          (i)    All Accounts, accounts receivable, Deposit Accounts, promissory
     notes and other obligations owed to Grantor that arise from the sale,
     rental or lease of Inventory, goods or other property of Grantor or the
     rendering of services by Grantor, and all Chattel Paper, Instruments
     (including Promissory Notes), Documents, drafts, contract rights and
     acceptances, Health-Care-Insurance Receivables, Letter-of-Credit Rights and
     other forms of obligations (including but not limited to all obligations
     that may be characterized as General Intangibles or otherwise under the
     UCC) respecting the rights of Grantor to the payment of money from others
     and all other rights to the payment of money;

          (ii)   All Goods and Inventory, and all documents of title of at any
     time evidencing or representing a part thereof, including all inventories
     of raw materials, work-in-process, finished goods, and merchandise,
     materials and supplies and all other personal property and assets of every
     kind and description held for sale, rental or lease or held to be furnished
     under contracts for services or consumed in Grantor's business, or in any
     case held, used or useable in the supply, servicing, advertising,
     processing, packaging, delivery or shipping of such property;

          (iii)  All Equipment, machinery, tools furniture, and fixtures of
     every sort and spare parts therefor, all storage media containing computer
     programs and data, and all tools, dies, and molds, and all motor vehicles,
     trailers, tractors, barges, and ships of every sort and spare parts and
     accessories therefor, whether or not titled or certificated;

          (iv)   All General Intangibles, including Payment Intangibles, all
     computer programs, data and databases, leases, licenses, claims and causes
     of action against others (whether in litigation, settlement or otherwise),
     and tax refunds, and all summaries, compilations, mailing and customer,
     client or supplier lists, and other supporting evidence records relating to
     the business, assets, liabilities or capital of Grantor, and all disks,
     files, tapes, printouts, books, records, periodicals, directories,
     publications and other documents and media where the foregoing is stored or
     embodied, and all patents, patent applications, trademarks, trademark
     applications, trade secrets, trade names,



                                 Page 17 of 17
<PAGE>

     service marks, trade styles, and copyrights, in each case whether or not
     registered, licensed or filed;

          (v)    All rights under all licenses, permits, leases, contracts,
     governmental approvals, franchises, applications for any of the foregoing,
     renewals of any of the foregoing, and similar rights or privileges or
     immunities;

          (vi)   (A) all dividends, cash, securities, instruments and other
     property from time to time paid, payable or otherwise distributed to
     Grantor in respect of or in exchange for any shares or other capital stock
     or trust, partnership or limited liability company interests, all
     Investment Property, Certificated Securities, Uncertificated Securities,
     Security Entitlements, Securities Accounts, securities accounts, margin
     accounts, financial assets, hedging contracts, options contracts, and
     futures contracts; (B) any and all distributions made to Grantor in respect
     of any such shares or capital stock, or trust, partnership or limited
     liability company interests, whether in cash or in kind, by way of
     dividends or stock splits, or pursuant to a merger or consolidation or
     otherwise, or any substitute security issued to Grantor upon conversion,
     reorganization or otherwise; and (C) any and all other property hereafter
     delivered to Grantor or Secured Party in substitution for or in addition to
     any of the foregoing (including without limitation all securities issued
     pursuant to any shareholder agreement, stock purchase agreement,
     partnership agreement, trust agreement or indenture, limited liability
     company operating agreement, stock purchase rights or other agreement to
     which Grantor may now or hereafter be a party, all certificates and
     instruments representing or evidencing such property and all cash,
     securities, interest, dividends, rights, and other property at any time and
     from time to time received, receivable or otherwise distributed in respect
     of or in exchange for any or all thereof);

          (vii)  All of Grantor's property in the possession, custody or control
     of Secured Party in any way, whether or not for safekeeping, custody,
     pledge, transmission, collection or otherwise;

          (viii) All funds paid to Secured Party or in transit to any deposit
     account or fund established by Grantor, and any securities in which such
     funds may be invested; and

          (ix)   All cash and non-cash proceeds and products of the foregoing,
     all proceeds from insurance on any of the foregoing, all goodwill
     associated with the foregoing, all additions and accessions to and
     replacements and substitutions for any of the foregoing, everything that
     becomes (or is held for the purpose of being) affixed to or installed in
     any of the foregoing, and all products, rents, income, dividends,
     royalties, and profits of or from any of the foregoing.



                                 Page 18 of 17

</TEXT>
</DOCUMENT>
