Copyright Applications Sec. Agreement

October 29, 1997


This Copyright and Copyright Application Security Agreement (the "Copyright Security Agreement") is made as of the 29th day of October by County Seat Stores, Inc. a Minnesota corporation with its principal executive offices at 469 Seventh Avenue, New York, New York 10018 (the "Obligor"), and BankBoston Retail Finance Inc. (in such capacity, the "Agent"), a Delaware corporation with its principal executive offices at 40 Broad Street, Boston, Massachusetts 02109, as Agent for the Lenders under and as defined in that certain Loan and Security Agreement, dated as of October 29, 1997 amongst the Obligor on the one hand, and the Agent and the Lenders on the other, as such Loan and Security Agreement is amended from time to time (hereafter, the "Loan Agreement").


RECITALS


WHEREAS, pursuant to the Loan Agreement the Agent and the Lenders from time to time a party thereto have agreed to make certain loans and other financial accommodations (hereinafter, the "Loans") available to the Obligor, subject to, and in accordance with the provisions of, the Loan Agreement;


WHEREAS, under the Loan Agreement, the Obligor has created a security interest in the Obligor's assets to secure the Liabilities (as defined in the Loan Agreement and used herein as so defined);


WHEREAS, as a condition, among others, to the establishment of the credit facility contemplated by the Loan Agreement, the Obligor has executed this Copyright Security Agreement.


NOW THEREFORE, For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Obligor and the Agent agree as follows:


1. Terms used herein which are defined the Loan Agreement are used as so defined.


2. To secure the Liabilities, the Obligor hereby grants to the Agent for the ratable benefit of the Lenders, a continuing security interest in and to, and assigns for security to the Agent for the ratable benefit of the Lenders (with power of sale exercisable upon the occurrence of an Event of Default as defined in the Loan Agreement), the following, and each item thereof, whether now owned or in which the Obligor has an existing interest or hereafter acquired or arising and all products, proceeds, substitutions, and accessions of or to any of the following:


(a) All copyrights and copyright applications including, without
limitation, those listed on EXHIBIT A annexed hereto and made a part
hereof.


(b) All renewals of any of the foregoing.


(c) All income, royalties, damages and payments now and
hereafter due and/or payable under and with respect to any of the
foregoing, including, without limitation, payments under all licenses
entered into in connection therewith and damages and payments for past
or future infringements thereof.


(d) The right to sue for past, present and future infringements
of any of the foregoing.


(e) All of Obligor's rights corresponding to any of the
foregoing throughout the world.


All of the foregoing copyrights and copyright applications described in Subsection 2.(a), together with the items respectively described in Subsections 2.(b) through and including 2.(e) are hereinafter individually and/or collectively referred to as the "Copyrights".


3. Until this Copyright Security Agreement is terminated in writing by a duly authorized officer of the Agent, the Obligor shall undertake the following with


1


respect to each Copyright which is material to its business as then being conducted:


(a) Pay all renewal fees and other fees and costs associated
with maintaining the Copyrights and with the processing of the
Copyrights.


(b) At the Obligor's sole cost, expense, and risk, pursue the
prompt, diligent, processing of each Application for Registration
which is the subject of the security interest created herein.


(c) At the Obligor's sole cost, expense, and risk, take any and
all action which Obligor deems desirable to protect the Copyrights,
including, without limitation, but subject to Obligor's discretion,
the prosecution and defense of infringement actions.


4. In the event of


(a) the Obligor's failure, within Five (5) days of written
notice from the Agent, to cure any failure by the Obligor to perform
any of the Obligor's obligations set forth in Section 3, above; and/or


(b) the occurrence and con ...