<PAGE>

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                              COLLATERAL AGREEMENT


                                     made by


                            HARVARD INDUSTRIES, INC.,
                              DOEHLER-JARVIS, INC.,
                       HARVARD TRANSPORTATION CORPORATION,
                        DOEHLER-JARVIS GREENEVILLE, INC.,
                       POTTSTOWN PRECISION CASTING, INC.,
                       DOEHLER-JARVIS TECHNOLOGIES, INC.,
                          DOEHLER-JARVIS TOLEDO, INC.,
                            HARMAN AUTOMOTIVE, INC.,
                          HAYES-ALBION CORPORATION, and
                   THE KINGSTON-WARREN CORPORATION as Grantors

                                   in favor of

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

                              as Collateral Agent

                         Dated as of November 24, 1998



================================================================================



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

SECTION 1. DEFINED TERMS ..................................................    1
   1.1  Definitions .......................................................    1
   1.2  Other Definitional Provisions .....................................    5

SECTION 2. GRANT OF SECURITY INTEREST .....................................    6
   2.1  Collateral ........................................................    6
   2.2  Grant of Second Priority Security Interest ........................    6
   2.3  Acknowledgment Regarding Intercreditor Agreement ..................    7

SECTION 3. REPRESENTATIONS AND WARRANTIES .................................    7
   3.1  Title; No Other Liens .............................................    7
   3.2  Perfected Liens ...................................................    7
   3.3  Chief Executive Office ............................................    7
   3.4  Inventory and Equipment ...........................................    8
   3.5  Farm Products .....................................................    8
   3.6  Pledged Securities ................................................    8
   3.7  Receivables .......................................................    8
   3.8  Contracts .........................................................    9
   3.9  Intellectual Property .............................................    9

SECTION 4. COVENANTS ......................................................   10
   4.1  Delivery of Instruments and Chattel Paper .........................   10
   4.2  Maintenance of Insurance ..........................................   10
   4.3  Payment of Obligations ............................................   11
   4.4  Maintenance of Perfected Security Interest; Further Documentation .   11
   4.5  Changes in Locations, Name, etc ...................................   12
   4.6  Notices ...........................................................   12
   4.7  Pledged Securities ................................................   12
   4.8  Receivables .......................................................   14
   4.9  Contracts .........................................................   14
   4.10 Intellectual Property .............................................   14

SECTION 5. REMEDIAL PROVISIONS ............................................   16
   5.1  Certain Matters Relating to Receivables ...........................   16
   5.2  Communications with Obligors; Grantors Remain Liable ..............   17
   5.3  Pledged Stock .....................................................   17
   5.4  Proceeds to be Turned Over To Collateral Agent ....................   18
   5.5  Application of Proceeds ...........................................   19
   5.6  Code and Other Remedies ...........................................   19
   5.7  Registration Rights ...............................................   20
   5.8  Waiver; Deficiency ................................................   21
        
       
                                       i

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SECTION 6. THE COLLATERAL AGENT .........................................     21
   6.1   Collateral Agent's Appointment as Attorney-in-Fact, etc ........     21
   6.2   Duty of Collateral Agent .......................................     23
   6.3   Execution of Financing Statements ..............................     23
   6.4   Authority of Collateral Agent ..................................     23

SECTION 7. MISCELLANEOUS ................................................     24
   7.1   Amendments in Writing ..........................................     24
   7.2   Notices ........................................................     24
   7.3   No Waiver by Course of Conduct; Cumulative Remedies ............     24
   7.4   Enforcement Expenses; Indemnification ..........................     24
   7.5   Successors and Assigns .........................................     24
   7.6   Set-Off ........................................................     25
   7.7   Counterparts ...................................................     25
   7.8   Severability ...................................................     25
   7.9   Section Headings ...............................................     25
   7.10  Integration ....................................................     25
   7.11  GOVERNING LAW ..................................................     26
   7.12  Submission To Jurisdiction; Waivers ............................     26
   7.13  Acknowledgements ...............................................     26
   7.14  Additional Grantors ............................................     27
   7.15  Releases .......................................................     27
   7.16  WAIVER OF JURY TRIAL ...........................................     27


                                       ii

<PAGE>


                              COLLATERAL AGREEMENT

     COLLATERAL AGREEMENT, dated as of November 24, 1998, made by each of the
signatories hereto (together with any other entity that may become a party
hereto as provided herein, the "Grantors"), in favor of NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee under the Indenture described below (the
Trustee, as secured party hereunder, the "Collateral Agent") is entered by and
among HARVARD INDUSTRIES, INC., a Delaware corporation (the "Company"),
DOEHLER-JARVIS, INC., a Delaware corporation, HARVARD TRANSPORTATION,
CORPORATION, a Michigan corporation, DOEHLER-JARVIS GREENEVILLE, INC., a
Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware corporation,
DOEHLER-JARVIS TECHNOLOGIES, INC., a Delaware corporation, DOEHLER-JARVIS TOLEDO
INC., a Delaware corporation, and HARMAN AUTOMOTIVE, INC., a Michigan
corporation, HAYES-ALBION CORPORATION, a Michigan corporation and THE
KINGSTON-WARREN CORPORATION, a New Hampshire corporation (collectively, the
"Subsidiary Guarantors").

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Amended and Restated Purchase Agreement (as
defined in the Indenture) and the Indenture (as defined herein), the Company
proposes to issue the Securities (as defined in the Indenture) upon the terms
and subject to the conditions set forth therein;

     WHEREAS, the Grantors are members of an affiliated group of companies;

     WHEREAS, the Grantors are engaged in related businesses, and each Grantor
will derive substantial direct and indirect benefit from the issuance of the
Securities; and

     WHEREAS, it is a condition to the closing of the offering of the Securities
that the Grantors shall have executed and delivered this Agreement to the
Collateral Agent;

     NOW, THEREFORE, in consideration of the premises and to induce the Initial
Purchaser (as defined in the Indenture) to enter into the Amended and Restated
Purchase Agreement and to induce the prospective purchasers of the Securities to
purchase said Securities, each Grantor hereby agrees with the Collateral Agent
as follows:

                            SECTION 1. DEFINED TERMS

     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the
Indenture and used herein shall have the meanings given to them in the
Indenture, and the following terms which are defined in the Uniform Commercial
Code in effect in the State of New York on the date hereof are used herein as so
defined: Accounts, Chattel Paper, Documents, Equipment, Farm Products,
Instruments, Inventory and Investment Property.

     (b) The following terms shall have the following meanings:

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                                                                               2



     "Agreement": this Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

     "Collateral": as defined in Section 2.

     "Collateral Account": any collateral account established by the Collateral
Agent as provided in Section 5.1 or 5.4.

     "Contracts": the contracts and agreements listed in Schedule 7, as the same
may be amended, supplemented or otherwise modified from time to time, including,
without limitation, (i) all rights of any Grantor to receive moneys due and to
become due to it thereunder or in connection therewith, (ii) all rights of any
Grantor to damages arising thereunder and (iii) all rights of any Grantor to
perform and to exercise all remedies thereunder.

     "Copyright Licenses": any written agreement naming any Grantor as licensor
(including, without limitation, those listed in Schedule 6) granting any right
under any Copyright, including, without limitation, the grant of rights to
manufacture, distribute, exploit and sell materials derived from any Copyright.

     "Copyrights": (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those listed in Schedule 6), all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United
States Copyright Office, and (ii) the right to obtain all renewals thereof.

     "DIP Credit Facilities": as defined in the Senior Credit Facility.

     "General Intangibles": all "general intangibles" as such term is defined in
Section 9-106 of the Uniform Commercial Code in effect in the State of New York
on the date hereof and, in any event, including, without limitation, with
respect to any Grantor, all contracts, agreements, instruments and indentures in
any form, and portions thereof, to which such Grantor is a party or under which
such Grantor has any right, title or interest or to which such Grantor or any
property of such Grantor is subject, as the same may from time to time be
amended, supplemented or otherwise modified, including, without limitation, (i)
all rights of such Grantor to receive moneys due and to become due to it
thereunder or in connection therewith, (ii) all rights of such Grantor to
damages arising thereunder and (iii) all rights of such Grantor to perform and
to exercise all remedies thereunder, in each case to the extent the grant by
such Grantor of a security interest pursuant to this Agreement in its right,
title and interest in such contract, agreement, instrument or indenture is not
prohibited by such contract, agreement, instrument or indenture without the
consent of any other party thereto, would not give any other party to such
contract, agreement, instrument or indenture the right to terminate its
obligations thereunder, or is permitted with consent if all necessary consents
to such grant of a security interest have been obtained from the other parties
thereto (it being


<PAGE>
                                                                               3


understood that the foregoing shall not be deemed to obligate such Grantor to
obtain such consents); provided, that the foregoing limitation shall not affect,
limit, restrict or impair the grant by such Grantor of a security interest
pursuant to this Agreement in any Receivable or any money or other amounts due
or to become due under any such contract, agreement, instrument or indenture.

     "Indenture": the Indenture dated as of November 24, 1998 by and among the
Company, the Subsidiary Guarantors named therein and the Trustee.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without
limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent
Licenses, the Trademarks and the Trademark Licenses that are owned, held or used
in the business of any Grantor or any of its Subsidiaries, and all rights to sue
at law or in equity for any infringement or other impairment thereof, including
the right to receive all proceeds and damages therefrom.

     "Intercompany Note": any promissory note evidencing loans made by any
Grantor to any of its Subsidiaries (that is not a Grantor).

     "Intercreditor Agreement": the Intercreditor Agreement among (i) the
Company, (ii) the Collateral Agent and (iii) the Administrative Agent, dated as
of November 24, 1998.

     "Issuers": the collective reference to each issuer of a Pledged Security.
"Letter of Credit": as defined as the Senior Credit Facility.

     "Loan Security Documents": the "Security Documents" as defined in the
Senior Credit Facility.

     "Material Adverse Effect": as defined in the Senior Credit Facility.

     "New York UCC": the Uniform Commercial Code as from time to time in effect
in the State of New York.

     "Obligations": the collective reference to any amounts owing to the
Securityholders in respect of principal and premium of and Interest, Liquidated
Damage, if any, and Defaulted Interest, if any, of the Securities under the
Indenture and all other obligations and liabilities of the Company and the
Subsidiary Guarantors (including, without limitation, amounts owing to
Securityholders under the Indenture after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Subsidiary Guarantor).

<PAGE>
                                                                               4



     "Patent License": all agreements, whether written or oral, providing for
the grant by Grantor of any right to manufacture, use or sell any invention
covered in whole or in part by a Patent, including, without limitation, any of
the foregoing referred to in Schedule 6.

     "Patents": (i) all letters patent of the United States, any other country
or any political subdivision thereof, all reissues and extensions thereof and
all goodwill associated therewith, including, without limitation, any of the
foregoing referred to in Schedule 6, (ii) all applications for letters patent of
the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including, without limitation, any of the
foregoing referred to in Schedule 6, and (iii) all rights to obtain any reissues
or extensions of the foregoing.

     "Plan of Reorganization": the Grantors' First Amended and Modified
Consolidated Plan of Reorganization under Chapter 11 of the Bankruptcy Code
dated August 19, 1998 as confirmed by the Bankruptcy Court on October 15, 1998.

     "Pledged Notes": all promissory notes listed on Schedule 2, all
Intercompany Notes at any time issued to any Grantor and all other promissory
notes issued to or held by any Grantor (other than promissory notes issued in
connection with extensions of trade credit by any Grantor in the ordinary course
of business).

     "Pledged Securities": the collective reference to the Pledged Notes and the
Pledged Stock. "Pledged Stock": the shares of Capital Stock listed on Schedule
2, together with any other shares, stock certificates, options or rights of any
nature whatsoever in respect of the Capital Stock of any Person that may be
issued or granted to, or held by, any Grantor while this Agreement is in effect.

     "Proceeds": all "proceeds" as such term is defined in Section 9-306(1) of
the Uniform Commercial Code in effect in the State of New York on the date
hereof and, in any event, shall include, without limitation, all dividends or
other income from the Pledged Securities, collections thereon or distributions
or payments with respect thereto.

     "Property": any right or interest in or to property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.

     "Receivable": any right to payment for goods sold or leased or for services
rendered, whether or not such right is evidenced by an Instrument or Chattel
Paper and whether or not it has been earned by performance (including, without
limitation, any Account).


<PAGE>
                                                                               5


     "Requirements of Laws": as to any Person, the Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its Property or to which such Person or any of its Property is
subject.

     "Securities Act": the Securities Act of 1933, as amended.

     "Substitution Event": collectively, (i) the payment in full in cash of the
Lender Obligations, (ii) the termination of all commitments by the Lenders to
extend credit under the Senior Credit Facility, (iii) the termination of the
rights of the Administrative Agent under the Intercreditor Agreement and (iv)
the continuance of the Obligations hereunder.

     "Trademark License": any agreement, whether written or oral, providing for
the grant by or to any Grantor of any right to use any Trademark, including,
without limitation, any of the foregoing referred to in Schedule 6.

     "Trademarks": (i) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers, and all goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common-law rights related thereto,
including, without limitation, any of the foregoing referred to in Schedule 6,
and (ii) the right to obtain all renewals thereof.

     "Unperfected Collateral": as defined in Section 3.2.

     "Vehicles": all cars, trucks, trailers, construction and earth moving
equipment and other vehicles covered by a certificate of title law of any state
and all tires and other appurtenances to any of the foregoing.

     1.2 Other Definitional Provisions. (a) The words "hereof," "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

     (b) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     (c) Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor, shall refer to such Grantor's
Collateral or the relevant part thereof.

<PAGE>
                                                                               6


                      SECTION 2. GRANT OF SECURITY INTEREST

     2.1 Collateral. For the purposes of this Agreement, all of the following
property now owned or at any time hereafter acquired by a Grantor or in which a
Grantor now has or at any time in the future may acquire any right, title or
interest is collectively referred to as the "Collateral":

     (a)  all Accounts;

     (b)  all Chattel Paper;

     (c)  all Contracts;

     (d)  all Documents;

     (e)  all Equipment;

     (f)  all General Intangibles;

     (g)  all Instruments;

     (h)  all Intellectual Property;

     (i)  all Inventory;

     (j)  all Pledged Securities;

     (k)  all Vehicles;

     (l)  all Investment Property;

     (m)  all deposit accounts and other bank accounts;

     (n)  all books and records pertaining to the Collateral; and

     (o) to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all collateral security and guarantees given by any
Person with respect to any of the foregoing.

     2.2 Grant of Second Priority Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether at stated
maturity, acceleration or otherwise) of the Obligations, each Grantor hereby
grants, assigns and transfers to the Collateral Agent for the benefit of the
Securityholders a second priority security interest in all of its Collateral,
subject to the first priority security interest in such Collateral created in
favor of


<PAGE>
                                                                               7


the Administrative Agent by the Loan Collateral Agreement, and subject to the
other Liens permitted by Section 4.6 of the Indenture.

     2.3 Acknowledgment Regarding Intercreditor Agreement. Each Securityholder,
by its acceptance of the Securities, consents and agrees to the terms of the
Intercreditor Agreement.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Trustee to enter into the Indenture, the Initial Purchaser to
enter into the Amended and Restated Purchase Agreement and the prospective
purchasers of the Initial Securities to purchase the Initial Securities from the
Initial Purchaser as contemplated by the Amended and Restated Purchase Agreement
and the Indenture, each Grantor hereby represents and warrants to the Collateral
Agent on behalf of the Securityholders that:

     3.1 Title; No Other Liens.  Except for (a) the security interest granted to
the Administrative  Agent for the benefit of the Lenders under the Senior Credit
Facility  pursuant to the Loan Collateral  Agreement and the other Loan Security
Documents,  and the security  interest  granted to the Collateral  Agent for the
benefit of the Securityholders pursuant to this Agreement and the other Security
Documents  and (b) the  other  Liens  permitted  to exist on the  Collateral  by
Section 4.6 of the Indenture, such Grantor owns each item of the Collateral free
and  clear of any and all Liens or claims of  others.  No  financing  statement,
other than with  respect to the DIP  Facilities,  or other  public  notice  with
respect  to all or any part of the  Collateral  is on file or of  record  in any
public office, except such as have been filed in favor of (i) the Administrative
Agent  pursuant to the Loan  Collateral  Agreement  and the other Loan  Security
Documents,  (ii) the  Collateral  Agent pursuant to this Agreement and the other
Security Documents or except as shall be terminated on the date hereof and (iii)
the other  Liens  permitted  to exist on the  Collateral  by Section  4.6 of the
Indenture..

     3.2 Perfected Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on
Schedule 3 (which, in the case of all filings and other documents referred to on
said Schedule, have been delivered to the Collateral Agent in completed and duly
executed form) will constitute valid perfected security interests in all of the
Collateral (except for Vehicles and Intellectual Property not listed on Schedule
6 (the "Unperfected Collateral")) in favor of the Collateral Agent, for the
benefit of the Securityholders, as collateral security for such Grantor's
Obligations, enforceable in accordance with the terms hereof and applicable law
against all creditors of such Grantor and (b) are prior to all other Liens on
the Collateral in existence on the date hereof except for (i) Liens granted to
the Administrative Agent for the benefit of the Lenders under the Senior Credit
Facility pursuant to the Loan Collateral Agreement and the other Loan Security
Documents, (ii) Liens permitted by Section 4.6 of the Indenture, (iii) Liens
which have priority over the Liens on the Collateral by operation of law and
(iv) Liens described on Schedule 8.

     3.3 Chief Executive Office. On the date hereof, such Grantor's jurisdiction
of organization and the location of such Grantor's chief executive office or
sole place of business are specified on Schedule 4.



<PAGE>
                                                                               8


     3.4 Inventory and Equipment. On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on Schedule
5.

     3.5 Farm Products. None of the Collateral constitutes, or is the Proceeds
of, Farm Products.

     3.6 Pledged Securities. (a) The shares of Pledged Stock pledged by such
Grantor held by the Administrative Agent under the Loan Collateral Agreement and
in which, pursuant to this Agreement and the Intercreditor Agreement, the
Collateral Agent has a second security interest, constitute all the issued and
outstanding shares of all classes of the Capital Stock of each domestic Issuer
owned by such Grantor.

     (b) All the shares of the Pledged Stock have been duly and validly issued
and are fully paid and nonassessable.

     (c) Each of the Pledged Notes constitutes the legal, valid and binding
obligation of the obligor with respect thereto, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

     (d) Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Pledged Securities pledged by it hereunder, free of any
and all Liens or options in favor of, or claims of, any other Person, except the
security interest created by this Agreement.

     (e) Pursuant to Section 8 of the Intercreditor Agreement, the
Administrative Agent has agreed, upon (i) the payment in full of all Lender
Obligations (as defined in the Intercreditor Agreement) and the termination of
all commitments to extend credit under the Senior Credit Facility and (ii) the
request of the Trustee, to (x) provide a written acknowledgment of (i) above and
that the Senior Secured Parties (as defined in the Intercreditor Agreement) have
no further rights under the Intercreditor Agreement in respect of the Collateral
and (y) deliver to the Trustee any items of Collateral held in the possession of
the Administrative Agent, provided that there are Trustee Obligations (as
defined in the Intercreditor Agreement) then outstanding.

     3.7  Receivables.  (a) No  amount  payable  to  such  Grantor  under  or in
connection  with any  Receivable is evidenced by any Instrument or Chattel Paper
which  has  not  been  delivered  to the  Administrative  Agent  or,  after  the
Substitution Event, the Collateral Agent.

     (b) Substantially all of the obligors on Receivables are not Governmental
Authorities.

<PAGE>
                                                                               9


     (c) The amounts represented by such Grantor to the Securityholders and the
Collateral Agent from time to time as owing to such Grantor in respect of the
Receivables will at such times be accurate.

     3.8 Contracts. (a) No consent of any party (other than such Grantor) to any
Contract is required, or purports to be required, in connection with the
execution, delivery and performance of this Agreement.

     (b) Each Contract is in full force and effect and constitutes a valid and
legally enforceable obligation of the parties thereto, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

     (c) No consent or authorization of, filing with or other act by or in
respect of any Governmental Authority is required in connection with the
execution, delivery, performance, validity or enforceability of any of the
Contracts by any party thereto other than those which have been duly obtained,
made or performed, are in full force and effect and do not subject the scope of
any such Contract to any material adverse limitation, either specific or general
in nature.

     (d) Neither such Grantor nor (to the best of such Grantor's knowledge) any
of the other parties to the Contracts is in default in the performance or
observance of any of the terms thereof in any manner that, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

     (e) The right, title and interest of such Grantor in, to and under the
Contracts are not subject to any defenses, offsets, counterclaims or claims
that, in the aggregate, could reasonably be expected to have a Material Adverse
Effect.

     (f) Such Grantor has delivered to the Collateral Agent a complete and
correct copy of each Contract, including all amendments, supplements and other
modifications thereto.

     (g) No amount payable to such Grantor under or in connection with any
Contract is evidenced by any Instrument or Chattel Paper which has not been
delivered to the Administrative Agent or, after the Substitution Event, the
Collateral Agent.

     (h) None of the parties to any Contract is a Governmental Authority.]

     3.9 Intellectual Property. (a) Schedule 6 lists all registrations,
applications for, and all material unregistered Intellectual Property owned by
such Grantor in its own name on the date hereof.

     (b) On the date hereof, all material Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and, to the best
knowledge of such Grantor, does not infringe the intellectual property rights of
any other Person.

<PAGE>
                                                                              10



     (c) Except as set forth in Schedule 6, on the date hereof, none of the
Intellectual Property is the subject of any licensing or franchise agreement
pursuant to which such Grantor is the licensor or franchisor.

     (d) No holding, decision or judgment has been rendered by any Governmental
Authority which would limit, cancel or question the validity of, or such
Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

     (e) No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual Property or such Grantor's ownership interest
therein, or (ii) which, if adversely determined, would have a material adverse
effect on the value of any Intellectual Property.

                              SECTION 4. COVENANTS

     Each Grantor covenants and agrees with the Collateral Agent and the
Securityholders that, from and after the date of this Agreement until the
Obligations shall have been paid in full:

     4.1 Delivery of Instruments and Chattel Paper. (a) If any amount payable
under or in connection with any of the Collateral shall be or become evidenced
by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be
immediately delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement, subject to Section 8 of the Intercreditor Agreement.

     (b) If the Substitution Event shall have occurred, if any amount payable
under or in connection with any of the Collateral shall be or become evidenced
by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be
immediately delivered to the Collateral Agent, duly indorsed in a manner
satisfactory to the Collateral Agent, to be held as Collateral pursuant to this
Agreement.

     4.2 Maintenance of Insurance. (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory, Equipment and Vehicles against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Collateral Agent
and (ii) to the extent requested by the Collateral Agent, insuring such Grantor,
the Collateral Agent, and the Securityholders against liability for personal
injury and property damage relating to such Inventory, Equipment and Vehicles,
such policies to be in such form and amounts and having such coverage as may be
reasonably satisfactory to the Collateral Agent.

     (b) All such insurance shall (i) provide that no cancellation, material
reduction in amount or material change in coverage thereof shall be effective
until at least 30 days after receipt by the Collateral Agent of written notice
thereof, (ii) name the Collateral Agent as insured


<PAGE>
                                                                              11


party or loss payee,  (iii) if  reasonably  requested by the  Collateral  Agent,
include a breach of warranty  clause and (iv) be reasonably  satisfactory in all
other respects to the Collateral Agent.

     (c) Upon the reasonable request of the Collateral Agent, the Grantors shall
deliver to the Collateral Agent, the Securityholders and the Trustee a report of
a reputable insurance broker with respect to such insurance substantially
concurrently with the delivery by the Grantors to the Collateral Agent of their
audited financial statements for each fiscal year and such supplemental reports
with respect thereto as the Collateral Agent may from time to time reasonably
request.

     (d) Notwithstanding the foregoing paragraphs (a) through (c), to the extent
the powers granted to the Collateral Agent in such paragraphs are granted to the
Administrative Agent under the Loan Collateral Agreement, the Administrative
Agent's exercise of such powers shall control.

     4.3 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes (except as may be treated under the Plan of
Reorganization), assessments and governmental charges or levies imposed upon the
Collateral or in respect of income or profits therefrom, as well as all claims
of any kind (including, without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except that no such charge
need be paid if the amount or validity thereof is currently being contested in
good faith by appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of such Grantor and such
proceedings could not reasonably be expected to result in the sale, forfeiture
or loss of any material portion of the Collateral or any interest therein.

     4.4 Maintenance of Perfected Security Interest; Further Documentation. (a)
Such Grantor shall maintain the security interest created by this Agreement as a
perfected security interest (except with respect to Unperfected Collateral, to
the extent that filing of UCC financing statements is insufficient to perfect a
security interest in such Unperfected Collateral) having at least the priorities
described in Section 2 hereof and shall defend such security interest against
the claims and demands of all Persons whomsoever.

     (b) Such Grantor will furnish to the Collateral Agent from time to time
statements and schedules further identifying and describing the Collateral and
such other reports in connection with the Collateral as the Collateral Agent may
reasonably request, all in reasonable detail.

     (c) At any time and from time to time, upon the written request of the
Collateral Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, the filing of any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby.

<PAGE>
                                                                              12


     4.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15
days' prior written notice to the Collateral Agent and delivery to the
Collateral Agent of (a) all additional executed financing statements and other
documents reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests provided for herein and (b) if
applicable, a written supplement to Schedule 5 showing any additional location
at which Inventory or Equipment shall be kept:

          (i) permit any of the Inventory or Equipment to be kept at a location
     other than those listed on Schedule 5, except with respect to Equipment
     under repair and held by bailees;

          (ii) change the location of its chief executive office or sole place
     of business from that referred to in Section 3.3; or

          (iii) change its name, identity or corporate structure to such an
     extent that any financing statement filed by the Collateral Agent in
     connection with this Agreement would become misleading.

     4.6 Notices. Such Grantor will advise the Collateral Agent promptly, in
reasonable detail, of:

     (a) any Lien (other than security interests created hereby or Liens
permitted under the Indenture) on any of the Collateral which would adversely
affect the ability of the Collateral Agent to exercise any of its remedies
hereunder; and

     (b) of the occurrence of any other event which could reasonably be expected
to have a material adverse effect on the aggregate value of the Collateral or on
the security interests created hereby (the materiality of the adverse nature of
any such occurrence or other event will not be presumed by the sending of any
such notice).

     4.7 Pledged Securities. (a) Subject to Section 8 of the Intercreditor
Agreement, if, prior to the occurrence of the Substitution Event, such Grantor
shall become entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option
or rights in respect of the Capital Stock of any Issuer, whether in addition to,
in substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Administrative Agent, hold the same in trust for the
Administrative Agent, and deliver the same forthwith to the Administrative Agent
in the exact form received, duly indorsed by such Grantor to the Administrative
Agent, if required, together with an undated stock power covering such
certificate duly executed in blank by such Grantor and with, if the
Administrative Agent so requests, signature guaranteed, to be held by the
Administrative Agent, subject to the terms hereof and of the Intercreditor
Agreement, as additional collateral security for the Obligations. Subject to the
provisions of the Indenture, any sums paid upon or in respect of the Pledged
Securities upon the liquidation or dissolution of any Issuer shall be paid over
to the Administrative Agent to be held by it, subject to the terms of the


<PAGE>
                                                                              13


Intercreditor Agreement, as additional collateral security for the Obligations,
and in case any distribution of capital shall be made on or in respect of the
Pledged Securities or any property shall be distributed upon or with respect to
the Pledged Securities pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it, subject to the terms of the Intercreditor
Agreement, as additional collateral security for the Obligations. If any sums of
money or property so paid or distributed in respect of the Pledged Securities
shall be received by such Grantor, such Grantor shall, until such money or
property is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Collateral Agent, subject to Section 8 of the
Intercreditor Agreement, segregated from other funds of such Grantor, as
additional collateral security for the Obligations.

     (b) If (i) the Substitution Event shall have occurred and (ii) any Grantor
referred to in Section 4.7(a) shall become entitled to receive or shall receive
any stock certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Collateral
Agent, hold the same in trust for the Collateral Agent, and deliver the same
forthwith to the Collateral Agent in the exact form received, duly indorsed by
such Grantor to the Collateral Agent, if required, together with an undated
stock power covering such certificate duly executed in blank by such Grantor and
with, if the Collateral Agent so requests, signature guaranteed, to be held by
the Collateral Agent, subject to the terms hereof, as additional collateral
security for the Obligations. Subject to the provisions of the Indenture any
sums paid upon or in respect of the Pledged Securities upon the liquidation or
dissolution of any Issuer shall be paid over to the Collateral Agent to be held
by it hereunder as additional collateral security for the Obligations, and in
case any distribution of capital shall be made on or in respect of the Pledged
Securities or any property shall be distributed upon or with respect to the
Pledged Securities pursuant to the recapitalization or reclassification of the
capital of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in
favor of the Collateral Agent, be delivered to the Collateral Agent to be held
by it hereunder as additional collateral security for the Obligations. If any
sums of money or property so paid or distributed in respect of the Pledged
Securities shall be received by such Grantor, such Grantor shall, until such
money or property is paid or delivered to the Collateral Agent, hold such money
or property in trust for the Collateral Agent, pursuant to Section 8 of the
Intercreditor Agreement, segregated from other funds of such Grantor, as
additional collateral security for the Obligations.

     (c) Following the occurrence of the Substitution Event and without the
prior written consent of the Collateral Agent, the Grantor referred to in
Section 4.7(a) will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock or other equity securities of any nature or to
issue any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the 


<PAGE>
                                                                              14



Pledged Securities or Proceeds thereof (except pursuant to a transaction
expressly permitted by the Indenture), (iii) create, incur or permit to exist
any Lien or option in favor of, or any claim of any Person with respect to, any
of the Pledged Securities or Proceeds thereof, or any interest therein, except
for the security interests created by this Agreement or (iv) enter into any
agreement or undertaking restricting the right or ability of such Grantor or the
Collateral Agent to sell, assign or transfer any of the Pledged Securities or
Proceeds thereof.

     (d) In the case of each Grantor which is an Issuer, such Issuer agrees that
(i) it will be bound by the terms of this Agreement relating to the Pledged
Securities issued by it and will comply with such terms insofar as such terms
are applicable to it, (ii) it will notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in Section 4.7(a) with
respect to the Pledged Securities issued by it and (iii) the terms of Sections
5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions
that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the
Pledged Securities issued by it.

     4.8 Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, such Grantor will not (i) grant any extension
of the time of payment of any Receivable, (ii) compromise or settle any
Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

     (b) Such Grantor will deliver to the Collateral Agent a copy of each
material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of
the then outstanding Receivables.

     4.9 Contracts. (a) Such Grantor will perform and comply in all material
respects with all its obligations under the Contracts.

     (b) Such Grantor will not amend, modify, terminate or waive any provision
of any Contract in any manner which could reasonably be expected to materially
adversely affect the value of such Contract as Collateral.

     (c) Such Grantor will exercise promptly and diligently each and every
material right which it may have under each Contract (other than any right of
termination).

     (d) Such Grantor will deliver to the Collateral Agent a copy of each
material demand, notice or document received by it relating in any way to any
Contract that questions the validity or enforceability of such Contract.

     4.10 Intellectual Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark on each and every
trademark class of goods applicable to its current line as reflected in its
current catalogs, brochures and price lists in order to maintain such Trademark
in full force free from any claim of abandonment for non-use, (ii) maintain as
in the past the quality of products and services offered under each material
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other 


<PAGE>
                                                                              15



notices and legends required by applicable Requirements of Law, (iv) not adopt
or use any mark which is confusingly similar or a colorable imitation of each
material Trademark unless the Collateral Agent, for the benefit of the
Securityholders, shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby each
material Trademark may become invalidated or impaired in any way.

     (b) Such Grantor (either itself or through licensees) will not do any act,
or omit to do any act, whereby any material Patent may become forfeited,
abandoned or dedicated to the public.

     (c) Such Grantor (either itself or through licensees) (i) will not (and
will not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any material Copyright may become invalidated or
otherwise impaired or fall into the public domain.

     (d) Such Grantor (either itself or through licensees) will not do any act
that knowingly uses any material Intellectual Property to infringe the
intellectual property rights of any other Person.

     (e) Such Grantor will notify the Collateral Agent immediately if it knows,
or has reason to know, that any application or registration relating to any
material Intellectual Property may become forfeited, abandoned or dedicated to
the public, or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office or any court or tribunal in any country) regarding such
Grantor's ownership of, or the validity of, any material Intellectual Property
or such Grantor's right to register the same or to own and maintain the same.

     (f) Whenever such Grantor, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Intellectual Property with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Collateral Agent within five Business Days after the last day of
the fiscal quarter in which such filing occurs. Upon request of the Collateral
Agent, such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Collateral Agent may
request to evidence the Collateral Agent's security interest in any Copyright,
Patent or Trademark and the goodwill and general intangibles of such Grantor
relating thereto or represented thereby.

     (g) Such Grantor will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,

<PAGE>
                                                                              16


without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

     (h) In the event that any material Intellectual Property is infringed,
misappropriated or diluted by a third party, such Grantor shall (i) take such
actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and promptly notify the
Collateral Agent after it learns thereof and take all appropriate remedial
action, including, when appropriate, sue for infringement, misappropriation or
dilution, to seek injunctive relief where appropriate and to recover any and all
damages for such infringement, misappropriation or dilution.

                         SECTION 5. REMEDIAL PROVISIONS

     5.1 Certain Matters Relating to Receivables. (a) The Collateral Agent shall
have the right, following the occurrence of the Substitution Event, to make test
verifications of the Receivables in any manner and through any medium that it
reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as the Collateral Agent may require in connection
with such test verifications. At any time and from time to time, following the
occurrence of the Substitution Event, upon the Collateral Agent's request and at
the expense of the relevant Grantor, such Grantor shall cause independent public
accountants or others satisfactory to the Collateral Agent to furnish to the
Collateral Agent reports showing reconciliations, aging and test verifications
of, and trial balances for, the Receivables; provided, however, that unless a
Default or Event Default shall have occurred and be continuing, the Collateral
Agent shall request no more than two (2) such reports during any calendar year.

     (b) The Collateral Agent hereby authorizes each Grantor to collect such
Grantor's Receivables and the Collateral Agent may, following the occurrence of
the Substitution Event, curtail or terminate said authority at any time after
the occurrence and during the continuance of an Event of Default. If required by
the Collateral Agent, following the occurrence of the Substitution Event, at any
time after the occurrence and during the continuance of an Event of Default, any
payments of Receivables, when collected by any Grantor, (i) shall be forthwith
(and, in any event, within two Business Days) deposited by such Grantor in the
exact form received, duly indorsed by such Grantor to the Collateral Agent if
required, in a Collateral Account maintained under the sole dominion and control
of the Collateral Agent, subject to withdrawal by the Collateral Agent for the
account of Securityholders only as provided in Section 5.5, and (ii) until so
turned over, shall be held by such Grantor in trust for the Collateral Agent,
segregated from other funds of such Grantor. Each such deposit of Proceeds of
Receivables shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.

     (c) At the Collateral Agent's request, each Grantor shall deliver to the
Collateral Agent all original and other documents evidencing, and relating to,
the agreements and transactions which gave rise to the Receivables, including,
without limitation, all original orders, invoices and shipping receipts in paper
and electronic format as may be directed by the Collateral Agent.

<PAGE>
                                                                              17


     5.2 Communications with Obligors; Grantors Remain Liable. (a) The
Collateral Agent in its own name or in the name of others may at any time after
the occurrence and during the continuance of an Event of Default, following the
occurrence of the Substitution Event, communicate with obligors under the
Receivables and parties to the Contracts to verify with them to the Collateral
Agent's satisfaction the existence, amount and terms of any Receivables or
Contracts.

     (b) Upon the request of the Collateral Agent at any time after the
occurrence and during the continuance of an Event of Default, following the
occurrence of the Substitution Event, each Grantor shall notify obligors on the
Receivables and parties to the Contracts that the Receivables and the Contracts
have been assigned to the Collateral Agent for the benefit of the
Securityholders and that payments in respect thereof shall be made directly to
the Collateral Agent.

     (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables and Contracts to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. Neither the Collateral Agent nor any Securityholder shall have any
obligation or liability under any Receivable (or any agreement giving rise
thereto) or Contract by reason of or arising out of this Agreement or the
receipt by the Collateral Agent or any Securityholder of any payment relating
thereto, nor shall the Collateral Agent or any Securityholder be obligated in
any manner to perform any of the obligations of any Grantor under or pursuant to
any Receivable (or any agreement giving rise thereto) or Contract, to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

     5.3 Pledged Stock. (a) Unless (i) the Substitution Event shall have
occurred, (ii) an Event of Default shall have occurred and be continuing and
(iii) the Collateral Agent shall have given notice to the relevant Grantor of
the Collateral Agent's intent to exercise its corresponding rights pursuant to
Section 5.3(b), each Grantor shall be permitted to receive all cash dividends
paid in respect of the Pledged Stock and all payments made in respect of the
Pledged Notes, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice, to the extent permitted in
the Indenture Agreement, and to exercise all voting and corporate rights with
respect to the Pledged Securities; provided, however, that no vote shall be cast
or corporate right exercised or other action taken which, in the Collateral
Agent's reasonable judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Indenture
Agreement, this Agreement or any other Loan Document.

     (b) If, following the occurrence of the Substitution Event, an Event of
Default shall occur and be continuing and the Collateral Agent shall give notice
of its intent to exercise such rights to the relevant Grantor or Grantors, (i)
the Collateral Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Pledged 


<PAGE>
                                                                              18


Securities and make application thereof to the Obligations in the order set
forth in Section 5.5, and (ii) any or all of the Pledged Securities shall be
registered in the name of the Collateral Agent or its nominee, and the
Collateral Agent or its nominee may thereafter exercise (x) all voting,
corporate and other rights pertaining to such Pledged Securities at any meeting
of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and
all rights of conversion, exchange and subscription and any other rights,
privileges or options pertaining to such Pledged Securities as if it were the
absolute owner thereof (including, without limitation, the right to exchange at
its discretion any and all of the Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by any Grantor or
the Collateral Agent of any right, privilege or option pertaining to such
Pledged Securities, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Collateral Agent may determine), all without liability except
to account for property actually received by it, but the Collateral Agent shall
have no duty to any Grantor to exercise any such right, privilege or option and
shall not be responsible for any failure to do so or delay in so doing.

     (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged
Securities pledged by such Grantor hereunder, following the occurrence of the
Substitution Event, to (i) comply with any instruction received by it from the
Collateral Agent in writing that (x) states that an Event of Default has
occurred and is continuing and (y) is otherwise in accordance with the terms of
this Agreement, without any other or further instructions from such Grantor, and
each Grantor agrees that each Issuer shall be fully protected in so complying,
and (ii) unless otherwise expressly permitted hereby, pay any dividends or other
payments with respect to the Pledged Securities directly to the Collateral
Agent.

     5.4 Proceeds to be Turned Over To Collateral Agent. (a) In addition to the
rights of the Collateral Agent specified in Section 5.1 with respect to payments
of Receivables, all Proceeds received by any Grantor consisting of cash, checks
and other near-cash items shall be held by such Grantor in trust for the
Collateral Agent to the extent of its second priority interest therein,
segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to the Administrative Agent, pursuant to the
Intercreditor Agreement, in the exact form received by such Grantor (duly
indorsed by such Grantor to the Administrative Agent, if required). All Proceeds
received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control subject to the rights of the Collateral Agent pursuant to Section 8
of the Intercreditor Agreement. All Proceeds while held by the Administrative
Agent in a Collateral Account (or by such Grantor in trust for the Collateral
Agent and the Securityholders) shall continue to be held as collateral security
for all the Obligations and shall not constitute payment thereof until applied
as provided in Section 5.5.

     (b) If (i) the Substitution Event shall have occurred and (ii) an Event of
Default shall occur and be continuing and the Collateral Agent shall give notice
of its intent to exercise such rights to the relevant Grantor or Grantors, (i)
the Collateral Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Pledged Securities and make
application thereof to the Obligations in the order set forth in Section 5.5,

<PAGE>
                                                                              19


and (ii) any or all of the Pledged Securities shall be registered in the name of
the Collateral Agent or its nominee, and the Collateral Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to
such Pledged Securities at any meeting of shareholders of the relevant Issuer or
Issuers or otherwise and (y) any and all rights of conversion, exchange and
subscription and any other rights, privileges or options pertaining to such
Pledged Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the Collateral Agent of any right, privilege or
option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Collateral Agent may determine), all without
liability except to account for property actually received by it, but the
Collateral Agent shall have no duty to any Grantor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or
delay in so doing.

     5.5 Application of Proceeds. If (i) the Substitution Event shall have
occurred and (ii) an Event of Default shall have occurred and be continuing, at
any time at the Collateral Agent's election, the Collateral Agent may apply all
or any part of Proceeds constituting Collateral, whether or not held in any
Collateral Account in payment of the Obligations in the order specified in the
Indenture.

     5.6 Code and Other Remedies. If an Event of Default shall occur and be
continuing, the Collateral Agent, on behalf of the Securityholders and the
Trustee, may exercise, in addition to all other rights and remedies granted to
them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the New York UCC or any other applicable law, subject to the
Intercreditor Agreement. Without limiting the generality of the foregoing and
subject to the Intercreditor Agreement, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived) may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Collateral Agent or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. Subject to the
Intercreditor Agreement, the Collateral Agent shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in any Grantor, which right or equity is
hereby waived and released. Each Grantor further agrees, at the Collateral
Agent's request, to assemble the Collateral and make it available to the
Collateral Agent at places which the Collateral Agent shall reasonably select,
whether at such Grantor's premises or elsewhere. The Collateral Agent shall
apply the net proceeds of any action taken by it pursuant to this Section 5.6,
after deducting all reasonable 


<PAGE>
                                                                              20


costs and expenses of every kind incurred in connection therewith or incidental
to the care or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Collateral Agent or the Securityholders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Collateral Agent may elect, and only after such application and
after the payment by the Collateral Agent of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of the New
York UCC, need the Collateral Agent account for the surplus, if any, to any
Grantor. To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against the Collateral Agent or any
Securityholder arising out of the exercise by them of any rights hereunder. If
any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.

     5.7 Registration Rights. (a) If (i) the Collateral Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section
5.6, (ii) the Substitution Event shall have occurred and (iii) in the opinion of
the Collateral Agent it is necessary or advisable to have the Pledged Stock, or
that portion thereof to be sold, registered under the provisions of the
Securities Act, then the relevant Grantor will cause the Issuer thereof to (i)
execute and deliver, and cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Collateral Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus which, in the
opinion of the Collateral Agent, are necessary or advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to
cause such Issuer to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Collateral Agent shall designate and
to make available to its Securityholders, as soon as practicable, an earnings
statement (which need not be audited) which will satisfy the provisions of
Section 11(a) of the Securities Act.

     (b) Each Grantor recognizes that the Collateral Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Collateral
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

<PAGE>
                                                                              21


     (c) Each Grantor agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this Section 5.7 valid and binding and
in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this
Section 5.7 will cause irreparable injury to the Collateral Agent and the
Securityholders, that the Collateral Agent and the Securityholders have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section 5.7 shall be specifically
enforceable against such Grantor, and such Grantor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred under the
Indenture.

     5.8 Waiver; Deficiency. Each Grantor waives and agrees not to assert any
rights or privileges which it may acquire under Section 9-112 of the New York
UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any
sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Collateral Agent or any Securityholder to collect such deficiency.

                         SECTION 6. THE COLLATERAL AGENT

     6.1 Collateral Agent's Appointment as AttorneyinFact, etc. (a) Subject to
the Loan Collateral Agreement and the Intercreditor Agreement, each Grantor,
pursuant to Section 11.1 of the Indenture, hereby irrevocably constitutes and
appoints the Collateral Agent and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Collateral Agent the power and right,
on behalf of such Grantor, without notice to or assent by such Grantor to do any
or all of the following:

          (i) in the name of such Grantor or its own name, or otherwise, take
     possession of and indorse and collect any checks, drafts, notes,
     acceptances or other instruments for the payment of moneys due under any
     Receivable or Contract or with respect to any other Collateral and file any
     claim or take any other action or proceeding in any court of law or equity
     or otherwise deemed appropriate by the Collateral Agent for the purpose of
     collecting any and all such moneys due under any Receivable or Contract or
     with respect to any other Collateral whenever payable;

          (ii) in the case of any Intellectual Property, execute and deliver,
     and have recorded, any and all agreements, instruments, documents and
     papers as the Collateral Agent may request to evidence the Collateral
     Agent's security interest in such Intellectual Property and the goodwill
     and general intangibles of such Grantor relating thereto or represented
     thereby;

<PAGE>
                                                                              22



          (iii) pay or discharge taxes and Liens levied or placed on or
     threatened against the Collateral, effect any repairs or any insurance
     called for by the terms of this Agreement and pay all or any part of the
     premiums therefor and the costs thereof;

          (iv) execute, in connection with any sale provided for in Section 5.6
     or 5.7, any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; and

          (v) (1) direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Collateral Agent or as the Collateral Agent
     shall direct; (2) ask or demand for, collect, and receive payment of and
     receipt for, any and all moneys, claims and other amounts due or to become
     due at any time in respect of or arising out of any Collateral; (3) sign
     and indorse any invoices, freight or express bills, bills of lading,
     storage or warehouse receipts, drafts against debtors, assignments,
     verifications, notices and other documents in connection with any of the
     Collateral; (4) commence and prosecute any suits, actions or proceedings at
     law or in equity in any court of competent jurisdiction to collect the
     Collateral or any portion thereof and to enforce any other right in respect
     of any Collateral; (5) defend any suit, action or proceeding brought
     against such Grantor with respect to any Collateral; (6) settle, compromise
     or adjust any such suit, action or proceeding and, in connection therewith,
     give such discharges or releases as the Collateral Agent may deem
     appropriate; (7) assign any Copyright, Patent or Trademark (along with the
     goodwill of the business to which any such Copyright, Patent or Trademark
     pertains), throughout the world for such term or terms, on such conditions,
     and in such manner, as the Collateral Agent shall in its sole discretion
     determine; and (8) generally, sell, transfer, pledge and make any agreement
     with respect to or otherwise deal with any of the Collateral as fully and
     completely as though the Collateral Agent were the absolute owner thereof
     for all purposes, and do, at the Collateral Agent's option and such
     Grantor's expense, at any time, or from time to time, all acts and things
     which the Collateral Agent deems necessary to protect, preserve or realize
     upon the Collateral and the Collateral Agent's security interests therein
     and to effect the intent of this Agreement, all as fully and effectively as
     such Grantor might do.

     Anything in this Section 6.1(a) to the contrary notwithstanding, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 6.1(a) (except for the rights provided in
Section 6.1(a)(iii)) unless an Event of Default shall have occurred and be
continuing, subject to the Intercreditor Agreement.

     (b) Subject to the Loan Collateral Agreement and the Intercreditor
Agreement, any Grantor fails to perform or comply with any of its agreements
contained herein, the Collateral Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.

     (c) The expenses of the Collateral Agent incurred in connection with
actions undertaken as provided in this Section 6.1, together with interest
thereon at a rate per annum equal to the Defaulted Interest under the Indenture,
from the date of payment by the Collateral


<PAGE>
                                                                              23


Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Collateral Agent on demand.

     (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

     6.2 Duty of Collateral Agent. Without limiting any of the rights of the
Collateral Agent hereunder, the Collateral Agent's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the New York UCC or otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar
property in its capacity as an indenture trustee, taking into account whether an
Event of Default has occurred and it is continuing. The Collateral Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account. Neither the Collateral Agent
nor any Securityholder nor any of their respective officers, directors,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The powers conferred on the
Collateral Agent hereunder are solely to protect the Collateral Agent's
interests in the Collateral for the benefit of the Securityholders and shall not
impose any duty upon the Collateral Agent or any Securityholder to exercise any
such powers. The Collateral Agent shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers, and neither they
nor any of their officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.

     6.3 Execution of Financing Statements. Pursuant to Section 9-402 of the New
York UCC and any other applicable law, each Grantor authorizes the Collateral
Agent to file or record financing statements and other filing or recording
documents or instruments with respect to the Collateral without the signature of
such Grantor in such form and in such offices as the Collateral Agent reasonably
determines appropriate to perfect the security interests of the Collateral Agent
under this Agreement. A photographic or other reproduction of this Agreement
shall be sufficient as a financing statement or other filing or recording
document or instrument for filing or recording in any jurisdiction.

     6.4 Authority of Collateral Agent. Each Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Agreement with
respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement shall, as between the Collateral Agent and the
Securityholders, be governed by the Indenture and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and Grantors, the Collateral Agent shall be conclusively
presumed to be acting as agent for the Securityholders with full and 


<PAGE>
                                                                              24


valid authority so to act or refrain from acting, and no Grantor shall be under
any obligation, or entitlement, to make any inquiry respecting such authority.

                            SECTION 7. MISCELLANEOUS

     7.1 Amendments in Writing . None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Indenture.

     7.2 Notices. All notices, requests and demands to or upon the Collateral
Agent or any Grantor hereunder shall be effected in the manner provided for in
Section 12.2 of the Indenture.

     7.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Collateral Agent, nor any Securityholder shall by any act (except by a written
instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent or any Securityholder any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Securityholder of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Collateral Agent or such Securityholder would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

     7.4 Enforcement Expenses; Indemnification. (a) Each Grantor agrees to pay
or reimburse each Securityholder and the Collateral Agent for all its costs and
expenses incurred in enforcing or preserving any rights under this Agreement and
the other Loan Documents to which such Grantor is a party, including, without
limitation, the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Lender and of counsel to the
Collateral Agent.

     (b) Each Grantor agrees to pay, and to save the Collateral Agent and the
Securityholders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement.

     (c) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable under the Indenture and the other
Operative Documents.

     7.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and of the Collateral Agent and shall
inure to the benefit of the Collateral Agent and the Securityholders and their
successors and assigns; provided that no 


<PAGE>
                                                                              25



Grantor may assign, transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Collateral Agent.

     7.6 Set-Off. Each Grantor hereby irrevocably authorizes the Collateral
Agent and each Securityholder at any time and from time to time while an Event
of Default shall have occurred and be continuing, without notice to such Grantor
or any other Grantor, any such notice being expressly waived by each Grantor, to
set-off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Collateral Agent or such Securityholder to or for the credit or the
account of such Grantor (other than for the account of any Grantor acting in a
fiduciary or other special capacity), or any part thereof in such amounts as the
Collateral Agent or such Securityholder may elect, against and on account of the
obligations and liabilities of such Grantor to the Collateral Agent, such
Securityholder hereunder and claims of every nature and description of the
Collateral Agent or such Securityholder against such Grantor, in any currency,
whether arising hereunder, under the Indenture, any other Operative Document or
otherwise, as the Collateral Agent or such Securityholder may elect, whether or
not the Collateral Agent or any Securityholder has made any demand for payment
and although such obligations, liabilities and claims may be contingent or
unmatured. The Collateral Agent and each Securityholder shall notify such
Grantor promptly of any such set-off and the application made by the Collateral
Agent or such Lender of the proceeds thereof, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Collateral Agent and each Securityholder under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Collateral Agent or such Securityholder may have.

     7.7 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

     7.8 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     7.9 Section Headings. The Section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     7.10 Integration. This Agreement and the other Operative Documents
represent the agreement of the Grantors and the Collateral Agent with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Collateral Agent or any Securityholder
relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents.

<PAGE>
                                                                              26


     7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     7.12 Submission To Jurisdiction; Waivers. Each of the Grantors and the
Collateral Agent hereby irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Operative Documents to
     which it is a party, or for recognition and enforcement of any judgment in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any objection that it may now or hereafter have to the
     venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to such party
     at its address referred to in Section 7.2 or, with respect to the Grantors,
     at such other address of which the Collateral Agent shall have been
     notified pursuant thereto;

          (d) agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent permitted by law, any right it may
     have to claim or recover in any legal action or proceeding referred to in
     this Section any special, exemplary, punitive or consequential damages.

     7.13 Acknowledgements. Each of the Grantors and the Collateral Agent hereby
acknowledges that with respect to itself:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Operative Documents to which it is
     a party;

          (b) neither the Collateral Agent nor any Securityholder has any
     fiduciary relationship with or duty to any Grantor arising out of or in
     connection with this Agreement or any of the other Operative Documents, and
     the relationship between the Grantors, on the one hand, and the Collateral
     Agent and the Securityholders, on the other hand, in connection herewith or
     therewith is solely that of debtor and creditor; and

<PAGE>
                                                                              27


          (c) no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Securityholders and the Collateral Agent or among the Grantors, the
     Securityholders and the Collateral Agent.

     7.14 Additional Grantors. Each Restricted Subsidiary that is required to
become a party to this Agreement pursuant to Section 10.7 of the Indenture shall
become a Grantor for all purposes of this Agreement upon execution and delivery
by such Restricted Subsidiary of an Assumption Agreement in the form of Annex 1
hereto.

     7.15 Releases. (a) At such time as the Obligations shall have been paid in
full, the Collateral shall be released from the Liens created hereby, and this
Agreement and all obligations (other than those expressly stated to survive such
termination) of the Collateral Agent and each Grantor hereunder shall terminate,
all without delivery of any instrument or performance of any act by any party,
and all rights to the Collateral shall revert to the Grantors. At the request
and sole expense of any Grantor following any such termination, the Collateral
Agent shall deliver to such Grantor any Collateral held by the Collateral Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.

     (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Indenture, then the
Collateral Agent, at the request and sole expense of such Grantor, shall execute
and deliver to such Grantor all releases or other documents reasonably necessary
or desirable for the release of the Liens created hereby on such Collateral.

     7.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


<PAGE>
                                                                              28


     IN WITNESS WHEREOF, each of the undersigned has caused this Collateral
Agreement to be duly executed and delivered as of the date first above written.


HARVARD INDUSTRIES, INC.


                                              By: /s/ D. Craig Bowman
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                              DOEHLER-JARVIS, INC.
                                              HARVARD TRANSPORTATION CORPORATION
                                              DOEHLER-JARVIS GREENEVILLE, INC.
                                              POTTSTOWN PRECISION CASTING, INC.
                                              DOEHLER-JARVIS TECHNOLOGIES, INC.
                                              DOEHLER-JARVIS TOLEDO, INC.
                                              HARMAN AUTOMOTIVE, INC.
                                              HAYES-ALBION CORPORATION
                                              THE KINGSTON-WARREN CORPORATION

                                              On behalf of each of the above
                                              Subsidiary Guarantors


                                              By: /s/ D. Craig Bowman
                                                 -------------------------------
                                                  Name:
                                                  Title:





<PAGE>



                                                                      Schedule 1



                            Intentionally Left Blank





<PAGE>


                                                                      Schedule 2


                        DESCRIPTION OF PLEDGED SECURITIES


Pledged Stock:

      Issuer       Class of Stock    Stock Certificate No.        No. of Shares
      ------       --------------    ---------------------        -------------








Pledged Notes:

     Issuer                  Payee                     Principal Amount
     ------                  -----                     ----------------












<PAGE>



                                                                      Schedule 3


                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings


          [List each office where a financing statement is to be filed]




                          Patent and Trademark Filings


                               [List all filings]




                      Actions with respect to Pledged Stock




                                  Other Actions


                      [Describe other actions to be taken]


<PAGE>


                                                                      Schedule 4


LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE


    Grantor                                                Location
    -------                                                --------

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>


                                                                      Schedule 5


                       LOCATION OF INVENTORY AND EQUIPMENT


    Grantor                                                Locations
    -------                                                ---------

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>



                                                                      Schedule 6


                        COPYRIGHTS AND COPYRIGHT LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation





<PAGE>







                           PATENTS AND PATENT LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation






<PAGE>


                        TRADEMARKS AND TRADEMARK LICENSES

Harvard Industries, Inc.

Doehler-Jarvis, Inc.

Harvard Transportation Corporation

Doehler-Jarvis Greeneville, Inc.

Pottstown Precision Casting, Inc.

Doehler-Jarvis Technologies, Inc.

Doehler-Jarvis Toledo, Inc.

Harman Automotive, Inc.

Hayes-Albion Corporation

The Kingston-Warren Corporation



<PAGE>


                                                                      Schedule 7


                                    CONTRACTS







<PAGE>


                                                                      Schedule 8





                              EXISTING PRIOR LIENS


<PAGE>



                                     ISSUER

                           ACKNOWLEDGEMENT AND CONSENT


     The undersigned hereby acknowledges receipt of a copy of the Collateral
Agreement dated as of November 24, 1998 (the "Agreement"), made by the Grantors
party thereto in favor of ________, as Collateral Agent. The undersigned agrees
for the benefit of the Collateral Agent, the Securityholders and the Trustee as
follows:

     1. The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the undersigned.

     2. The undersigned will notify the Collateral Agent promptly in writing of
the occurrence of any of the events described in Section 4.7(a) of the
Agreement.

     3. The terms of Sections 5.3(a) and 5.7 of the Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 5.3(a) or 5.7 of the Agreement.

[NAME OF ISSUER]



By                        
                                                     ---------------------------

Title
                                                           ---------------------
Address for Notices:

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


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


Fax:
                                                           ---------------------
    


<PAGE>


                                                                      Annex 1 to
                                                            Collateral Agreement


                          FORM OF ASSUMPTION AGREEMENT

     ASSUMPTION AGREEMENT, dated as of ________________, ____, made by
______________________________, a ______________ corporation (the "Additional
Grantor"), in favor of ___________________, as Collateral Agent for the
Securityholders, dated as of November 24, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Indenture"). All capitalized terms
not defined herein shall have the meaning ascribed to them in such Indenture.

                              W I T N E S S E T H :

     WHEREAS, in connection with the Indenture, the Grantors (other than the
Additional Grantor) have entered into the Collateral Agreement, dated as of
November 24, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Collateral Agreement") in favor of the Collateral Agent for the
benefit of the Securityholders;

     WHEREAS, the Indenture requires the Additional Grantor to become a party to
the Collateral Agreement; and

     WHEREAS, the Additional Grantor has agreed to execute and deliver this
Assumption Agreement in order to become a party to the Collateral Agreement;

     NOW, THEREFORE, IT IS AGREED:

     1. Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 7.14 of the Collateral
Agreement, hereby becomes a party to the Collateral Agreement as a Grantor
thereunder with the same force and effect as if originally named therein as a
Grantor and, without limiting the generality of the foregoing, hereby expressly
assumes all obligations and liabilities of a Grantor thereunder. The information
set forth in Annex 1-A hereto is hereby added to the information set forth in
Schedules ____________ to the Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties
contained in Section 3 of the Collateral Agreement is true and correct on and as
the date hereof (after giving effect to this Assumption Agreement) as if made on
and as of such date.

     2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


<PAGE>


                                                                               2


     IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
be duly executed and delivered as of the date first above written.

                                                           [ADDITIONAL GRANTOR]



                                                           By:
                                                              ------------------
                                                           Name:
                                                           Title: