NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Exhibit 10.21

NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

THIS NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of August 30, 2007, is made by each of the signatories hereto (each, a “Grantor”) in favor of XXXXXXX XXXXX CAPITAL CORPORATION (“Xxxxxxx Xxxxx”), as administrative agent and collateral agent for the banks and other financial institutions (collectively, the “Lenders” and each, a “Lender”) that are parties to the Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “Collateral Agent”), dated as of August 30, 2007 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among HDS ACQUISITION SUBSIDIARY, INC., to be merged with and into HD SUPPLY, INC., a Texas corporation (the “Borrower”), XXXXXXX XXXXX CAPITAL CORPORATION, as administrative agent, collateral agent and Lender, and the other parties thereto.

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Credit Agreement, the Borrower, the Grantors, and certain other Domestic Subsidiaries of Borrower executed and delivered a Guarantee and Collateral Agreement, dated as of August 30, 2007, in favor of the Collateral Agent (as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”);

WHEREAS, pursuant to the Guarantee and Collateral Agreement, each Grantor granted to the Collateral Agent a security interest in its Intellectual Property, including Trademarks; and

WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make extensions of credit to the Grantors on the terms and subject to the conditions of the Credit Agreement, each Grantor agrees, for the benefit of the Collateral Agent, as follows:

SECTION 1.  Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Guarantee and Collateral Agreement.

SECTION 2.  Confirmation of Security Interest.  Each Grantor hereby confirms that pursuant to the Guarantee and Collateral Agreement, subject to existing licenses to use the Trademarks granted by such Grantor in the ordinary course of its business, it granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Trademarks of such Grantor (including, without limitation, those items listed on Schedule A hereto under such Grantor’s name) and to the extent not otherwise included, all Proceeds and products of any and all of the Trademarks, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except that no security interest is or will be granted pursuant thereto in any right, title or interest of such Grantor under or in any Trademark Licenses with Persons other than Holding, Borrower, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent that, the granting of such a security interest pursuant thereto would result in a breach, default or termination of such Trademark Licenses.

SECTION 3.  Purpose.  This Agreement has been executed and delivered by the Grantors for the purpose of recording the security interest granted pursuant to the Guarantee and Collateral Agreement with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4.  Acknowledgment.  Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Trademarks are fully set forth in the Credit Agreement and the Guarantee and Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

SECTION 5.  Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

* * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

HD SUPPLY REPAIR & REMODEL, LLC
By:		HD Supply GP & Management, Inc.,
		its manager
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this   30th   day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

XXX LUMBER CO.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

CREATIVE TOUCH INTERIORS, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HD SUPPLY DISTRIBUTION SERVICES, LLC
By:		HD Supply GP & Management, Inc.,
		its manager
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HSI IP, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

HD SUPPLY WATERWORKS GROUP, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

PROVALUE, LLC
By:		HD Supply Support Services, Inc.,
		its managing member
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

UTILITY SUPPLY OF AMERICA, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

WHITE CAP CONSTRUCTION SUPPLY, INC.
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

XXXXXXXX BROS. LUMBER COMPANY, LLC
By:		HD Supply GP & Management, Inc.,
		its manager
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President and Secretary

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     30th     day of     August    , 2007, before me personally appeared     Xxxxxxx Xxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. XxXxxxxxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

XXXXXXX XXXXX CAPITAL CORPORATION
By:		/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On this     26th     day of     September    , 2007, before me personally appeared     Xxx Xxxxxxx    , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

				/s/ Xxxxx X. Xxx
				Notary Public
(Affix Seal Below)				[SEAL]

SIGNATURE PAGE – NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Schedule A

Trademarks

     HD Supply Repair & Remodel, LLC

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/Reg. Date
CW CONTRACTORS’ WAREHOUSE and Design		RN: 1,753,027		2/16/1993

     Xxx Lumber Co.

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
TROPICAL SPREAD		RN: 2,085,183		8/5/1997

     Creative Touch Interiors, Inc.

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
CTE CREATIVE TOUCH EXTERIORS and Design		RN: 2,991,212		9/6/2005
CTI CREATIVE TOUCH INTERIORS and Design		RN: 2,988,553		8/30/2005
CTM CREATIVE TOUCH MAINTENANCE		RN: 2,988,552		8/30/2005
CREATIVE TOUCH INTERIORS		RN: 2,654,243		11/26/2002

A-1

     HD Supply Distribution Services, LLC

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/Reg. Date
CLEARCAN		RN: 2,887,975		9/21/2004
CROWN BOLT		RN: 1,644,947		5/21/1991
HOUSE-MATES HARDWARE		RN: 2,286,367		10/12/1999
Design only		RN: 2,621,865		9/17/2002
Design only		RN: 2,779,848		11/4/2003

     HSI IP, Inc.

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
A (stylized)		RN: 2,456,912		6/5/2001
AMERICAN INDUSTRIALK PRE-CAST PRODUCTS, INC.		RN: 2,454,829		5/29/2001
ASPEN		RN: 2,455,675		5/29/2001
BAJA		RN: 2,243,286		5/4/1999
BATHSTYLE		RN: 1,531,455		3/21/1989
BATHSTYLE & Design		RN: 1,541,006		5/23/1989
BOSS		RN: 2,322,653		2/29/2000
BOSS & Design		RN: 2,455,177		5/29/2001
BRIGHTON		RN: 3,086,948		5/2/2006
BUDGET PRO CODING SYSTEM & DESIGN		RN: 2,622,943		9/24/2002
CENTURY DELIVERS		RN: 2,541,550		2/19/2002
CENTURY MEANS SERVICE!		RN: 2,455,178		5/29/2001
XXXXXXXXXXXXX.XXX		RN: 2,465,502		7/3/2001
CERAMFLEX		RN: 1,411,310		9/30/1986
XXXX SUPPLY		RN: 2,279,404		9/21/1999
CHAMPION		RN: 2,995,438		9/13/2005
CHAMPION METALS		RN: 2,948,182		5/10/2005
CHAMPION PLUS		RN: 2,944,121		4/26/2005
CHAMPION VINYL		RN: 2,944,120		4/26/2005
COMFORT RANGE		RN: 2,042,269		3/4/1997
COMPLYRIGHT		RN: 2,456,829		6/5/2001
DUROGUARD		RN: 2,416,731		1/2/2001
ELASCO		RN: 1,818,239		1/25/1994

A-2

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
ELASCO (stylized)		RN: 1,843,279		7/5/1994
ELEGANTE		RN: 2,553,993		3/26/2002
XXXXXX		XX: 2,983,752		8/9/2005
EZ UPGRADE		RN: 2,785,691		11/25/2003
H (and design w/shield)		RN: 1,078,126		11/22/1977
H (and design w/shield)		RN: 2,285,364		10/12/1999
H.S.I. FUSION SERVICES		RN: 2,285,074		10/12/1999
HSC POWER SALES		RN: 2,693,423		3/4/2003
XXXXXX		XX: 2,288,983		10/26/1999
XXXXXX		XX: 2,064,591		5/27/1997
XXXXXX (stylized w/shield)		RN: 2,984,869		8/16/2005
XXXXXX XXXXXX		XX: 3,004,848		10/4/2005
XXXXXX KITCHEN AND BATH COLLECTION (stylized w/shield)		RN: 2,887,218		9/21/2004
XXXXXX SUPPLY		RN: 2,307,278		1/11/2000
XXXXXX SUPPLY BUILDING MATERIALS & TOOLS (and Design)		RN: 2,631,000		10/8/2002
XXXXXX SUPPLY, INC.		RN: 2,068,635		6/10/1997
XXXXXX SUPPLY, INC. (and design w/shield)		RN: 2,288,981		10/26/1999
LIGHTSTYLE		RN: 1,530,327		3/14/1989
XXXXXX XXXXX		RN: 2,991,505		9/6/2005
MEREX		RN: 2,411,778		12/12/2000
MINALOY		RN: 1,033,014		2/10/1976
MINE TUFF		RN: 1,381,417		2/4/1986
MULTALLOY		RN: 2,099,246		9/23/1997
NIGHTFALL		RN: 2,865,028		7/20/2004
NV NATIONAL VALVE (with Design)		RN: 2,882,591		9/7/2004
PRO LINE		RN: 2,108,155		10/28/1997
PRO LINE		RN: 2,116,484		11/25/1997
PRO-SHOP		RN: 2,569,147		5/14/2002
PROFESSIONAL QUALITY. EXCEPTIONAL VALUE.		SN: 78/715,876		9/19/2005
PROVALUE		RN: 2,863,412		7/13/2004
RG CONNECTOR		RN: 1,529,697		3/14/1989
RIO		RN: 1,929,737		10/24/1995
RIO 2 & Design		RN: 2,477,710		8/14/2001
SOLUTIONS. SUPPLY. SERVICE.		RN: 3,054,307		1/31/2006
SOME YOU SEE SOME YOU DON’T		RN: 2,597,962		7/23/2002
SOUTHEAST SOURCE		RN: 2,632,907		10/8/2002
SOUTHWEST CARBON & ALLOY		RN: 2,320,506		2/22/2000
SOUTHWEST STAINLESS		RN: 2,095,142		9/9/1997
TACOMA		RN: 2,200,066		10/27/1998
TERMINATOR		RN: 2,729,726		6/24/2003
THE PRODUCTS YOU WANT! THE SERVICE YOU DESERVE!		RN: 2,514,480		12/4/2001
THE SOURCE		RN: 2,360,623		6/20/2000

A-3

     HD Supply Waterworks Group, Inc.

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/Reg. Date
NATIONAL WATERWORKS and Design		RN: 2,933,666		3/15/2005
ProValue, LLC      USPTO
Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
PROVALUE		RN: 78-910,243		6/16/2006
Utility Supply of America, Inc.      USPTO
Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
AQUATRAC		RN: 2,945,650		5/3/2005
COREPRO		RN: 2,426,425		2/6/2001
PLANTPRO		RN: 2,181,896		8/18/1998
USA BLUEBOOK and Design		RN: 2,266,004		8/3/1999
USABLUEBOOK		RN: 2,236,393		4/6/1999
USABLUEBUCKS		RN: 3,224,814		4/3/2007
UTILITY SUPPLY OF AMERICA		RN: 2,252,348		6/15/1999
WHEN IT COMES TO UTILITY SUPPLIES, WE WROTE THE BOOK		RN: 2,119,931		12/9/1997

A-4

     White Cap Construction Supply, Inc.

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
BUILDER’S CHOICE		RN: 2,578,866		6/11/2002
CONTRACTOR TRADER		RN: 2,997,227		9/20/2005
PANEL-PRO		RN: 2,966,934		7/12/2005
PANEL-PRO and Design		RN: 2,901,054		11/9/2004
PANEL-TRAC NAILESS TILT-UP FORMING SYSTEM and Design		RN: 2,638,497		10/22/2002
PANEL-TRAK		RN: 2,987,418		8/23/2005
WC and Design		RN: 2,385,183		9/12/2000
WHITE CAP		RN: 3,048,812		1/24/2006
WHITE CAP (Stylized)		RN: 3,026,834		12/13/2005
WHITE CAP (stylized)		RN: 1,478,065		2/23/1988
WHITE CAP CONSTUCTION SUPPLY		RN: 2,927,946		2/22/2005
WHITE CAP PRO-CONTRACTOR SUPPLIER (stylized)		RN: 2,619,417		9/17/2002
BLACK MARLIN		SN: 78/607,719		4/13/2005

     Xxxxxxxx Bros. Lumber Company, LLC

     USPTO

Trademark		Ser. No./Reg. No.		App. Date/ Reg. Date
THE NAME PROFESSIONALS BUILD ON		RN: 3,070,996		3/21/2006
WB		RN: 1,297,296		9/25/1984
WB		RN: 1,241,620		6/7/1983
WB		RN: 1,237,828		5/10/1983
WB		RN: 1,297,295		9/25/1984
WB		RN: 3,185,687		12/16/2006

A-5