COLLATERAL ASSIGNMENT OF
PROPRIETARY RIGHTS AND SECURITY AGREEMENT
THIS COLLATERAL ASSIGNMENT OF PROPRIETARY RIGHTS AND SECURITY AGREEMENT
("Agreement"), dated as of July 15, 1997, is made by Medar, Inc., a Michigan corporation, in favor of NBD
Bank, a Michigan banking corporation ("NBD" or "Lender").
A. Assignor, certain of its affiliates and Lender are parties to that certain Revolving Credit and Loan Agreement
dated as of August 10, 1995, as amended by agreements dated October 12, 1995, October 31, 1995, March
29, 1996, August 11, 1996, February 27, 1997, June 27, 1997 and the date hereof (such agreement, as
amended, modified or supplemented from time to time, is referred to herein as the "Loan Agreement").
B. It is a condition to the Eighth Amendment to Revolving Credit and Loan Agreement being executed
simultaneously herewith, that Assignor executes and delivers this Agreement.
NOW THEREFORE, in consideration of the premises and to induce Lender to make extensions of credit to
Assignor under the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Assignor agrees with Lender as follows:
1. Defined Terms. In addition to those terms defined elsewhere in this Agreement, terms defined in the Loan
Agreement shall have their defined meanings when used herein (unless otherwise defined herein) and the following
terms shall have the following meanings, unless the context otherwise requires:
"Collateral" means all of the Trademarks, Copyrights, Patents and Intellectual Property Rights, whether now
existing or hereafter created or acquired (including, without limitation, such of the foregoing as are listed on
Schedule A attached hereto and made a part hereof).
"Copyrights" means all United States copyrights, registered or unregistered, in and to all copyrightable works
now owned or hereafter acquired by Assignor, including all registrations and applications therefor and all licenses