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                                                                    EXHIBIT 10.8

                                                                [EXECUTION COPY]

            AMENDED AND RESTATED SUBSIDIARIES STOCK PLEDGE AGREEMENT

         This AMENDED AND RESTATED SUBSIDIARIES STOCK PLEDGE AGREEMENT dated as
of September 30, 1999, among NSHS SERVICES, INC., a wholly-owned subsidiary of
Northstar Health Services, Inc. (the "Company") (as the successor to the
Pledgors (as such term is defined in the Original Subsidiaries Stock Pledge
Agreement (as defined below)), each a "Pledgor" and, collectively, the
"Pledgors"), CERBERUS CAPITAL MANAGEMENT, LLC (the "Agent") and THE CHASE
MANHATTAN BANK, as Collateral Agent as provided for in Section 8.1B of the
Credit Agreement referred to below (as successor collateral agent to IBJ
WHITEHALL BANK & TRUST COMPANY, formerly known as IBJ SCHRODER BANK & TRUST
COMPANY, the "Collateral Agent"), amends and restates in its entirety that
certain Subsidiaries Stock Pledge Agreement, dated as of October 20, 1995 (as
amended, modified or supplemented prior to the date hereof, the "Original
Subsidiaries Stock Pledge Agreement"), among the Pledgors and IBJ Schroder Bank
& Trust Company (the "Original Agent").

                                    RECITALS

         A. The Company, the Original Agent and the lenders set forth on the
signature pages thereto are parties to that certain Credit Agreement, dated as
of October 20, 1995 (as amended, modified or supplemented prior to the date
hereof, the "Original Credit Agreement"), pursuant to which the Lenders agreed
to extend certain credit facilities to the Company (the "Original Loans") which
were represented by certain promissory notes (the "Original Notes"), the
proceeds of which were used (i) to refinance substantially all indebtedness of
the Company and its Subsidiaries outstanding on the date thereof, (ii) to pay
certain fees and expenses, (iii) to provide financing for the working capital
needs of the Company and its Subsidiaries and (iv) to provide a portion of the
purchase price of certain acquisitions by the Company and its Subsidiaries.

         B. The Pledgors and the Original Agent are parties to that certain
Subsidiaries Guarantee, dated as of October 20, 1995 (as amended, modified or
supplemented prior to the date hereof, the "Original Subsidiaries Guarantee"),
pursuant to which the Pledgors guaranteed the Company's Obligations under the
Original Credit Agreement and under the other Loan Documents.

         C. In order to secure the Obligations under the Original Subsidiaries
Guarantee, the Pledgors and the Agent entered into the Original Subsidiaries
Stock Pledge Agreement, pursuant to which the Pledgors pledged to the Original
Agent, on behalf of Lenders, a first priority security interest in all equity
securities and debt securities of the Subsidiaries of the Company owned by such
Pledgors.

         D. The Original Agent now wishes to resign as agent for the Lenders and
(i) the Agent wishes to replace the Original Agent as agent for the Lenders and
(ii) the Collateral Agent wishes to replace the Original Agent as collateral
agent for the Lenders under this Agreement.

         E. The Company, the Pledgors, the Lenders, the Agent and the Original
Agent have agreed to amend and restate the Original Credit Agreement as of the
date hereof (the Original Credit Agreement, as so amended and restated being
referred to herein as the "Credit Agreement") to (i) extend the maturity of the
Original Loans on the terms set forth therein, (ii) reflect the Original Agent's
resignation as agent for the Lenders thereunder and the appointment of the Agent
as successor agent for the Lenders and

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the appointment of the Collateral Agent as its successor as collateral agent for
the Lenders under this Agreement, and (iii) make certain other changes as more
fully set forth therein.

         F. The Pledgors, the Agent and the Collateral Agent have agreed to
amend and restate the Original Subsidiaries Stock Pledge Agreement in its
entirety to (i) provide for the continuation of the pledge of the Pledged
Collateral (as defined below) by the Pledgors and (ii) to reflect the Original
Agent's resignation as collateral agent for the Lenders and the appointment of
the Agent and the Collateral Agent as successor agents for the Lenders.

         G. The Pledgors, the Agent and the Collateral Agent now wish to amend
and restate the Original Subsidiaries Stock Pledge Agreement in its entirety to
(i) secure the Lenders' interest in the Obligations and (ii) reflect the
Original Agent's resignation as collateral agent for the Lenders and the
appointment of the Collateral Agent as its successor as collateral agent for the
Lenders.

         H. The Company owns, directly or indirectly, all of the issued and
outstanding capital stock of the Pledgors.

         I. The Company and the Pledgors are engaged in related businesses, and
each of the Pledgors will derive substantial direct and indirect benefit from
the continuance of the Loans pursuant to the Credit Agreement.

         J. It is the intent of the Company, the Pledgors, the Lenders, the
Agent and the Collateral Agent that the amendment and restatement of the
Original Credit Agreement shall not constitute a novation of the obligations and
liabilities of the parties under the Original Credit Agreement nor be deemed to
evidence or constitute repayment of all or any portion of such obligations and
liabilities and that the Credit Agreement shall amend and restate in its
entirety the Obligations under the Original Credit Agreement and re-evidence the
Obligations of Company outstanding thereunder.

         K. Each of the Pledgors represents and confirms, and the Agent and the
Collateral Agent each acknowledge, that (i) the pledge of the pledged collateral
and securities pursuant to the Original Subsidiaries Stock Pledge Agreement
continues in full force and effect and continues to secure the Obligations under
the Credit Agreement, (ii) the Loans represented by the Notes are the same
Original Loans which were, prior to the date hereof, represented by the Original
Notes, and (iii) the transactions contemplated by the Credit Agreement and this
Agreement did not and do not constitute a discharge or release of the pledge
under the Original Subsidiaries Stock Pledge Agreement and that the pledge and
the Pledged Collateral (as defined below) securing the Original Loans and
Obligations continue to secure the Loans and the Obligations.

         L. It is a condition precedent to the obligation of the Lenders to
amend and restate the Original Credit Agreement and to extend the maturity of
the Original Loans that the Pledgors execute this Agreement and continue to
grant the pledge hereunder.

                                    AGREEMENT

         In consideration of the premises and the mutual covenants and the
mutual agreements herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:

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                                    ARTICLE I

                                   Definitions

         Section 1.01. Certain Defined Terms. Unless otherwise defined herein,
capitalized terms used but not otherwise defined in this Agreement have the
meaning given to them in the Credit Agreement. In addition, the following terms
have the following meanings:

                  "Action" against a Person means an action, suit,
         investigation, complaint, litigation, arbitration, contest, hearing,
         inquiry, inquest, audit, examination or other proceeding threatened or
         pending against or affecting the Person or its property, whether civil,
         criminal, administrative, investigative or appellate, in law or equity
         before any arbitrator or Governmental Body.

                  "Governmental Body" means any agency, bureau, commission,
         court, department, official, political subdivision, tribunal or other
         instrumentality of any government, whether federal, state or local,
         domestic or foreign.

                  "Issuer" means each of the corporations and entities set forth
         on Schedule 4.09 as an issuer of Pledged Stock and any other
         corporation or entity that becomes a Subsidiary of the Company.

                  "Obligors" means each of the individuals, corporations and
         entities set forth on Schedule 4.10 as an obligor of Pledged Debt and
         any other corporation or entity that becomes a Subsidiary of the
         Company.

                  "Pledged Debt" means all indebtedness, together with any notes
         or other instruments evidencing or representing such indebtedness, and
         all options or other rights of any nature whatsoever which may be
         issued or granted by any of the Obligors to the Pledgors while this
         Agreement is in effect, each as set forth on Schedule 4.10 hereto.

                  "Pledged Shares" means the shares of capital stock and other
         equity interests, together with all certificates representing such
         shares or equity interests, and all options or other rights of any
         nature whatsoever which may be issued or granted by any of the Issuers
         to the Pledgors while this Agreement is in effect, each as set forth on
         Schedule 4.09 hereto.

                  "Regulation" means each applicable law, rule, regulation,
         order or recommendation (or any change in its interpretation or
         administration) by any Governmental Body, central bank or comparable
         agency and any request or directive (whether or not having the force of
         law) of any of those Persons and each writ, judgment, injunction,
         order, decree or award of any arbitrator or Governmental Body.

                                   ARTICLE II

                          Pledge and Grant of Security

         Section 2.01. Pledge and Grant of Security. As collateral security for
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, each of the Pledgors
hereby assigns and pledges to the Collateral Agent for its benefit and the
ratable benefit of the Lenders and grants to the Collateral Agent for its
benefit and the ratable benefit of the Lenders a Lien on, security interest in
and pledge of all of the right, title and interest of the Pledgors in and to the
following (collectively, the "Pledged Collateral"):

                  (a) Pledged Shares. The Pledged Shares and all dividends,
         cash, instruments and other property from time to time received,
         receivable or

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         otherwise distributed in respect of or in exchange for all or any of
         the Pledged Shares.

                  (b) Additional Equity Interests. All additional shares of
         capital stock or other equity interests of the Issuers from time to
         time acquired by the Pledgors in any manner, the certificates
         representing those additional shares, all options and other rights of
         any nature whatsoever which may be issued or granted by any of the
         Issuers to the Pledgors while this Agreement is in effect, and all
         dividends, cash, instruments and other property from time to time
         received, receivable or otherwise distributed in respect of or in
         exchange for all or any of those shares.

                  (c) Pledged Debt. All Pledged Debt and all interest, cash,
         instruments and other property from time to time received, receivable
         or otherwise distributed in respect of or in exchange for all or any of
         the indebtedness.

                  (d) Additional Indebtedness. All additional indebtedness from
         time to time owed to the Pledgors by any Obligor of the Pledged Debt,
         the instruments evidencing the additional indebtedness and all
         interest, cash, instruments and other property from time to time
         received, receivable or otherwise distributed in respect of or in
         exchange for all or any of the additional indebtedness.

                  (e) Other Securities and Instruments. All notes, certificates
         of deposit, certificates and all other instruments from time to time
         delivered to or otherwise possessed by the Collateral Agent for or on
         behalf of the Pledgors in substitution for or in addition to all or
         part of the Pledged Stock, the Pledged Debt or the Pledged Collateral.

                  (f) Subscription and Other Rights. All rights to subscribe for
         securities, and all other rights incident to the Pledged Stock, the
         Pledged Debt or the Pledged Collateral.

                  (g) Proceeds. All proceeds of any and all of the foregoing
         Pledged Collateral.

                                   ARTICLE III

   Pledgors Remain Liable; Proceeds; Delivery and Voting of Pledged Collateral

         Section 3.01. Pledgors Remain Liable. Anything in this Agreement to the
contrary notwithstanding:

                  (a) Pledgors Remain Liable. Each of the Pledgors shall remain
         liable to fully and timely perform all its obligations (whether under
         contract, law or otherwise) under or in respect of the Pledged
         Collateral to the same extent as if this Agreement had not been
         executed.

                  (b) Pledgors Not Released. The exercise by the Collateral
         Agent, the Agent or any Lender of any of their rights under any Loan
         Document shall not release any of the Pledgors from any of those
         obligations.

                  (c) Collateral Agent, Agent and Lenders Not Liable. Neither
         the Collateral Agent, the Agent nor any Lender shall have, by reason of
         any Loan Document, any duty, obligation or liability under or in
         respect of any Pledged Collateral or any contract or agreement included
         in the Pledged Collateral.

                  (d) Collateral Agent, Agent and Lenders Not Obligated to
         Perform. Neither the Collateral Agent, the Agent nor any Lender shall
         be obligated to perform any of the obligations of the Pledgors under or
         in respect of any Pledged

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         Collateral or any other contract or agreement included in the Pledged
         Collateral or to take any action to collect or enforce any claim for
         payment assigned by this Agreement.

         Section 3.02. Proceeds. Unless an Event of Default shall have occurred
and is continuing:

                  (a) Hold in Trust. Each of the Pledgors shall hold the funds,
         instruments and other items received as proceeds of Pledged Collateral
         in trust for the Collateral Agent, segregated from other funds of such
         Pledgor and shall deliver the funds, instruments and other items to the
         Collateral Agent in the form received, together with any necessary
         endorsements.

                  (b) Deposit. Upon the receipt of the proceeds referred to in
         Section 3.02(a), the Collateral Agent shall deposit the proceeds into
         the Concentration Account (as defined in the Company Security
         Agreement). Thereafter, the proceeds shall be treated and applied in
         the same manner as other funds in the Concentration Account.

         Section 3.03. Delivery of Pledged Collateral

         (a) Delivery to Collateral Agent. All certificates and instruments,
whether negotiable or otherwise, representing or evidencing the Pledged
Collateral shall be delivered to the Collateral Agent duly endorsed in blank or
accompanied by undated stock powers, instruments of transfer or undated
assignments duly executed in blank, in each case with signatures guaranteed and
otherwise in form and substance satisfactory to the Agent (the "Stock Powers").

         (b) Re-registration of Pledged Collateral. At the request of the Agent,
each of the Pledgors shall promptly cause the Pledged Collateral specified by
the Agent to be registered in the name of the Collateral Agent, the Agent or in
the name of the nominee or nominees specified by the Agent.

         (c) Exchange of Certificates. The Collateral Agent may from time to
time exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger denominations.

         Section 3.04. Voting of Pledged Collateral. Unless an Event of Default
shall have occurred and is continuing, the Pledgors shall be entitled to
exercise any and all voting and other consensual rights pertaining to all or any
part of the Pledged Collateral for any purpose not inconsistent with or in
violation of any of the terms of this Agreement or of any other Loan Document;
provided, however, that the Pledgors shall not exercise or refrain from
exercising any right if, in the sole judgment of the Agent, the action would
have a material adverse effect on the value of all or any part of the Pledged
Collateral or on the interest of the Pledgors, the Collateral Agent, the Agent
or the Lenders in any of the Pledged Collateral. Each of the Pledgors shall give
the Collateral Agent and the Agent at least five Business Days prior written
notice of the manner in which it intends to exercise, or the reasons for
refraining from exercising, any such right.

                                   ARTICLE IV

                 Representations and Warranties of the Pledgors

         Each of the Pledgors, jointly and severally, hereby represent and
warrant to the Collateral Agent, the Agent and the Lenders as follows:

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         Section 4.01. Power. Such Pledgor has good right and all necessary
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, including, without limitation, the granting of
the security interests, Liens and pledges in the Pledged Collateral to the
Collateral Agent.

         Section 4.02. Authorization; Binding Effect. The execution and delivery
by such Pledgor of this Agreement, the performance by such Pledgor of its
obligations under this Agreement and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary corporate action.
No other proceedings on the part of such Pledgor are necessary to approve and
adopt this Agreement or to approve the consummation of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such
Pledgor and is a legal, valid and binding obligation of such Pledgor enforceable
against such Pledgor in accordance with its terms.

         Section 4.03. Contravention. Neither the execution, delivery and
performance of this Agreement by such Pledgor nor the consummation of the
transactions contemplated hereby will (with or without notice or lapse of time
or both) (a) conflict with, violate or breach any provision of such Pledgor's
organizational documents or bylaws, (b) violate, conflict with or result in a
breach of any Regulation, writ, judgment, injunction, order, decree or award of
any Governmental Body or any other Person by which such Pledgor, any of the
Pledged Collateral or any of its other properties may be bound or affected, (c)
conflict with, result in a default under, or give rise to a right of
termination, cancellation, or acceleration or to a loss of a benefit under any
material contract or material agreement to which such Pledgor is a party or by
which such Pledgor, the Pledged Collateral or any of its other properties may be
bound or affected or (d) result in or require the creation or imposition of any
Lien on any Pledged Collateral or any of the other properties now owned or
hereafter acquired by such Pledgor, except for the Liens in favor of the
Collateral Agent created by this Agreement.

         Section 4.04. Approvals. No authorization, consent, order or approval
of, notice to or registration or filing with, or any other action by any
Governmental Body or other Person, is required or advisable in connection with
(a) the due execution and delivery by such Pledgor of this Agreement, (b) the
consummation of the transactions contemplated by this Agreement, including the
granting of the security interests, Liens and pledges of the Pledged Collateral
to the Collateral Agent, (c) the perfection of the security interests, Liens and
pledges granted by this Agreement, (d) the performance by such Pledgor of its
obligations under this Agreement, or (e) the exercise by the Collateral Agent of
its rights and remedies under this Agreement.

         Section 4.05. Title. Such Pledgor is and, with respect to Pledged
Collateral to be acquired, will be, the sole legal, record and beneficial owner
of the Pledged Collateral, free and clear of any Lien, or option in favor of any
other Person, except for the Liens created by this Agreement and such Pledgor
has good and marketable title to the Pledged Collateral. No security agreement,
financing statement or other instrument similar in effect covering all or any
part of the Pledged Collateral is on file in any recording office, except such
as may have been filed in favor of the Collateral Agent relating to this
Agreement.

         Section 4.06. Perfected First Priority Liens. The delivery of the
certificates and instruments to the Collateral Agent in accordance with this
Agreement creates a valid and perfected first priority Lien on, security
interest in and pledge of the Pledged Collateral in favor of the Collateral
Agent, for the ratable benefit of the Lenders, which Liens are prior to all
other Liens on the Pledged Collateral and which are enforceable as such against
(a) all creditors of, and purchasers from, such Pledgor, (b) any present or
future creditor obtaining a Lien on the Pledged Collateral, and (c) any other
third party, and all filings and other actions necessary or desirable to perfect
and protect such Liens and security interests have been duly made or taken.

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         Section 4.07. Chief Place of Business. The chief place of business and
chief executive office of such Pledgor are located at The Atrium, 665
Philadelphia Street, Indiana, Pennsylvania 15701. Such Pledgor keeps all of its
records concerning the Pledged Collateral only at that address.

         Section 4.08. Delivery of Certificates. All of the certificates and
instruments representing or evidencing Pledged Collateral and the Stock Powers
have been duly delivered to the Collateral Agent in accordance with Section
3.03.

         Section 4.09. Pledged Shares.

         (a) Schedule. Schedule 4.09 sets forth a true, correct and complete
list and description of all of the Pledged Shares and the Issuers thereof.

         (b) Duly Authorized, Etc. The Pledged Shares are duly authorized,
validly issued, fully paid and non-assessable.

         (c) No Other Securities or Interests. The Pledged Shares constitute all
the issued and outstanding shares of capital stock or equity interests of the
Issuers. There are no (i) outstanding capital stock or securities convertible
into or exchangeable or exercisable for any shares of capital stock or
securities of any Issuer, (ii) outstanding rights to subscribe for or to
purchase, or any options for the purchase of, or any calls, commitments or
claims of any character relating to, any shares of capital stock or securities
of any Issuer, (iii) outstanding securities convertible into or exchangeable or
exercisable for any shares of capital stock or securities of any Issuer and (iv)
agreements or arrangements providing for the issuance of any shares of capital
stock or securities of any Issuer.

         Section 4.10. Pledged Debt.

         (a) Schedule. Schedule 4.10 sets forth a true, correct and complete
list and description of all of the Pledged Debt and the Obligors thereon.

         (b) Duly Authorized, Etc. The Pledged Debt is duly authorized, validly
issued and constitutes the legal, valid and binding obligation of the Issuers
thereof enforceable against each such Issuer in accordance with their respective
terms.

         Section 4.11. Pledged Collateral.

         (a) No Voting or Transfer Restrictions. There is no agreement or
arrangement restricting the voting or transfer of the Pledged Collateral except
as provided in this Agreement.

         (b) No Payment Restrictions. There are no legal, contractual or other
restrictions on the payment of (i) dividends or other distributions on any
shares of the capital stock or securities of any Issuer, including, without
limitation, the Pledged Shares, or (ii) principal or interest on any
indebtedness of any Issuer, including, without limitation, the Pledged Debt, in
each case, except for restrictions imposed by this Agreement and the Credit
Agreement.

         (c) No Repurchase Obligations. No Person is subject to any obligation,
contingent or otherwise, to repurchase or otherwise acquire or retire any of the
Pledged Collateral.

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                                    ARTICLE V

                            Covenants of the Pledgors

         Section 5.01. No Liens on Pledged Collateral. None of the Pledgors will
create, incur, assume or permit to exist, will defend the Pledged Collateral
against, and will take such other actions as is necessary to remove, any Lien or
claim on or to the Pledged Collateral, other than the Liens created hereby, and
will defend the right, title and interest of the Collateral Agent and the
Lenders in and to any of the Pledged Collateral against the claims and demands
of any and all Persons.

         Section 5.02. Perfection. Each of the Pledgors will take any and all
actions, at such Pledgor's expense, which are necessary or advisable to ensure
that (a) the Liens granted pursuant to this Agreement at all times constitute
perfected Liens in favor of the Collateral Agent, for the ratable benefit of the
Lenders, and (b) such Liens are at all times prior to all other Liens on the
Pledged Collateral and will be enforceable as such against (i) all creditors of,
and purchasers from, such Pledgor, (ii) any present or future creditor obtaining
a Lien on the Pledged Collateral, and (iii) any other third party.

         Section 5.03. No Dispositions of Pledged Collateral. None of the
Pledgors will sell, transfer, lease, convey or otherwise dispose of any of the
Pledged Collateral, or attempt, offer or contract to do so.

         Section 5.04. Payment of Obligations. Each of the Pledgors will
promptly pay and discharge when due all taxes, assessments and governmental
charges or levies assessed, levied or imposed upon or relating to, and all
claims against, the Pledged Collateral or such Pledgor or in respect of such
Pledgor's 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 Pledged Collateral.

         Section 5.05. Compliance with Laws, etc. Each Pledgor will comply in
all material respects with all Regulations applicable to the Pledged Collateral
or any part thereof or to the operation of such Pledgor's business.

         Section 5.06. Maintenance of Records. Each Pledgor will keep and
maintain, at its own cost and expense, satisfactory and complete records of the
Pledged Collateral, including, without limitation, a record of all payments
received. Each Pledgor will mark its books and records pertaining to the Pledged
Collateral to evidence this Agreement and the Liens, security interests and
pledges granted hereby. For the Collateral Agent's and Lenders' further
security, the Collateral Agent, for the ratable benefit of the Lenders, shall
have a security interest in all of such Pledgor's books and records pertaining
to the Pledged Collateral and, upon the occurrence of an Event of Default which
is continuing, such Pledgor shall turn over any such books and records to the
Collateral Agent or to its representatives.

         Section 5.07. Right of Inspection. The Collateral Agent, the Agent and
the Lenders shall at all times have full and free access during normal business
hours and, upon the occurrence and continuation of an Event of Default, at any
time, to all the books, correspondence and records of the Pledgors, and the
Collateral Agent, the Agent and the Lenders or their respective representatives
may examine the same, take extracts therefrom and make photocopies thereof, and
each of the Pledgors agrees to render to the Collateral Agent, the Agent and the
Lenders, at such Pledgor's cost and expense, such clerical and other assistance
as may be reasonably requested with regard thereto.

         Section 5.08. Impairment of Pledged Collateral.

         (a) General. None of the Pledgors shall take, or fail to take, any
action in connection with any Pledged Collateral that would impair the value of
the Pledged Collateral or the interest or rights of the Pledgors, the Collateral
Agent, the Agent or any Lender in, to or under that Pledged Collateral.

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         (b) Certain Actions Prohibited. None of the Pledgors will (i) amend,
modify, terminate, cancel or waive any provision of any Pledged Collateral in
any manner which could reasonably be expected to materially adversely affect the
value of the Pledged Collateral or the interest of the Pledgors, the Collateral
Agent, the Agent or the Lenders in such Pledged Collateral, (ii) fail to
exercise promptly and diligently each and every material right which it may have
under or with respect to the Pledged Collateral or (iii) fail to deliver to the
Collateral Agent a copy of each material demand, notice or document received by
it relating in any way to any of the Pledged Collateral.

         (c) Limitations on Extensions. None of the Pledgors will grant any
extension of the time of payment of any of the Pledged Collateral, or
compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partially, any Person liable for the payment thereof, or
allow any credit or discount whatsoever thereon.

         Section 5.09. Notices; Reports.

         (a) Liens. Each of the Pledgors will advise the Collateral Agent and
the Agent promptly, in reasonable detail, of (i) any Lien (other than Liens
created hereby or permitted under the Credit Agreement) on, or claim asserted
against, any of the Pledged Collateral and (ii) the occurrence of any other
event which could reasonably be expected to have a material adverse effect on
(x) the aggregate value of the Pledged Collateral or (y) the Liens created
hereunder.

         (b) Reports, Notices, Etc. Each of the Pledgors shall furnish to the
Collateral Agent and the Agent (i) promptly upon receipt, copies of all notices,
requests and other documents received by such Pledgor under or in respect of the
Pledged Collateral, (ii) promptly upon the request of the Agent, information and
reports regarding that Pledged Collateral and (iii) promptly upon the request of
he Agent, make the demands and requests for information or action that such
Pledgor is entitled to make under the Pledged Collateral.

         (c) Further Identification of the Pledged Collateral. Each of the
Pledgors will furnish to the Collateral Agent and the Agent from time to time
statements and schedules further listing, identifying and describing the Pledged
Collateral and such other reports in connection with the Pledged Collateral as
the Agent may reasonably request, all in reasonable detail.

         Section 5.10. Changes in Locations, Name, etc. None of the Pledgors
will (i) change the location of its chief executive office or its chief place of
business from that specified in Section 4.07 or remove its books and records
from the location specified in Section 4.07, or (ii) change its name, identity
or corporate structure or merge or take or suffer any other action that might
result in any financing statement filed by the Collateral Agent in connection
with this Agreement becoming misleading, unless, in each case, it shall have
given the Collateral Agent and the Agent at least 30 days prior written notice
thereof.

         Section 5.11. Pledged Collateral.

         (a) Collections. Subject to the provisions of Article VI hereof and the
Cash Management System, the Pledgors shall timely collect all amounts due or to
become due to the Company under the Pledged Collateral and otherwise enforce its
rights under and in respect of such Pledged Collateral.

         (b) Deliver Pledged Collateral to Collateral Agent. In the event that
any Pledgor shall receive any instruments, documents and certificates
representing or evidencing

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any of the Pledged Collateral, such Pledgor shall immediately deliver and pledge
to the Collateral Agent such Pledged Collateral accompanied by Stock Powers, to
be held as Pledged Collateral pursuant to this Agreement.

         (c) Performance. Each of the Pledgors will fully and timely perform and
observe all of the terms and provisions of the Pledged Collateral to be
performed or observed by it, except as otherwise provided by law, and maintain
the Pledged Collateral in full force and effect;

         (d) No Other Securities. None of the Pledgors will permit any Issuer to
(i) issue any capital stock or other securities in addition to or in
substitution for the Pledged Collateral, (ii) issue any other class or series of
stock or securities, (iii) cancel any of the Pledged Collateral, (iv) merge or
consolidate with any Person or acquire all or a substantial portion of the
assets or business of any Person without giving at least 45 days prior written
notice to the Agent or (v) transfer any of its assets except in accordance with
the terms of the Loan Documents.

         Section 5.12. Indemnification. Each of the Pledgors, jointly and
severally, will indemnify the Collateral Agent, the Agent, the Lenders and their
respective Affiliates and each of their respective shareholders, partners,
members, directors, officers, employees, agents and Affiliates (collectively,
the "Indemnified Persons") against and hold each Indemnified Person harmless
from any and all liabilities, obligations, losses, damages, penalties, Actions,
judgments, costs, expenses, claims, diminution in value, or disbursements of any
kind or nature whatsoever (including interest, penalties, fines, judgments,
settlements, costs of preparation and investigation, costs incurred in enforcing
this indemnity and reasonable attorneys' fees and expenses) that the Indemnified
Persons may suffer, sustain, incur or become subject to arising out of, relating
to, or due to:

                  (a) any inaccuracy or breach of any of the representations and
         warranties of any Pledgor contained in this Agreement or in any
         certificate delivered hereunder;

                  (b) the nonfulfillment of any covenant, undertaking, agreement
         or other obligation of any Pledgor contained in this Agreement or in
         any certificate delivered hereunder;

                  (c) the failure or delay by any Pledgor in paying, any and all
         excise, sales or other taxes which may be payable or determined to be
         payable with respect to any of the Pledged Collateral; or

                  (d) any defense, setoff, counterclaim, recoupment or reduction
         or liability whatsoever of the account debtor or obligor under any of
         the Pledged Collateral, arising out of a breach by any Pledgor of any
         obligation thereunder or arising out of any other agreement,
         indebtedness or liability at any time owing to or in favor of such
         account debtor or obligor or its successors from any Pledgor.

         Section 5.13. Further Assurances. At any time and from time to time,
upon the written request of the Agent, and at the sole expense of the Pledgors,
each of the Pledgors will promptly and duly execute and deliver such further
instruments and documents and take such further action as the 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 in effect in any jurisdiction with respect to the
Liens created hereby and all actions and filings necessary to maintain the
Collateral Agent's first priority perfected Lien on, security interest in and
pledge of all of the Pledged Collateral. Each of the Pledgors also hereby
authorizes the

                                      -10-
<PAGE>   11

Collateral Agent and the Agent to file any such financing or continuation
statement without the signature of the Pledgors to the extent permitted by
applicable law. A carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.

                                   ARTICLE VI

                                    Remedies

         Section 6.01. Remedies. If an Event of Default shall occur and be
continuing, the Collateral Agent and the Agent shall have each and every right
and remedy available to it whether at law, in equity or otherwise, including,
without limitation, each of the following:

                  (a) UCC Remedies. The Collateral Agent or the Agent may
         exercise all rights and remedies in respect of the Pledged Collateral
         available to a secured party under the Uniform Commercial Code in
         effect in the relevant jurisdiction (whether or not the Uniform
         Commercial Code applies to the affected Pledged Collateral), by law or
         otherwise.

                  (b) Exercise Rights of the Pledgors. The Collateral Agent or
         the Agent may exercise any and all rights and remedies of the Pledgors
         under or in respect of the Pledged Collateral, including, without
         limitation, any and all rights of the Pledgors to demand or otherwise
         require payment of any amount under, or performance of any provision
         of, the Pledged Collateral.

                  (c) Exercise Voting Rights. The Collateral Agent or the Agent
         may terminate all rights of the Pledgors to exercise the voting and
         other consensual rights that the Pledgors would otherwise be entitled
         to exercise pursuant to Section 3.04 of this Agreement. Upon such
         termination, all those rights shall immediately become vested in the
         Agent who shall have the sole right to exercise those rights by proxy
         or otherwise.

                  (d) Take Possession of Pledged Collateral. The Collateral
         Agent or the Agent may take possession of the Pledged Collateral and,
         without liability for trespass, enter on any premises for the purpose
         of taking possession of or removing any Pledged Collateral.

                  (e) Right to Sell Pledged Collateral.

                  (i) The Collateral Agent or the Agent may, without demand of
         performance or other demand, presentment, protest, advertisement or
         notice of any kind, and without notice to the Pledgors except as
         specified in this Section 6.01, sell, lease, assign, give option or
         options to purchase, or otherwise dispose of and deliver all or any
         part of the Pledged Collateral in one or more parcels at public or
         private sale, at any of the Collateral Agent's offices, on any
         securities exchange, or elsewhere, for cash, on credit or for future
         delivery, and upon such other terms as the Agent may deem commercially
         reasonable.

                  (ii) Each of the Pledgors agrees that, to the extent notice of
         sale shall be required by law, at least ten days notice to the Pledgors
         of the time and place of any public sale or the time after which any
         private sale is to be made shall constitute reasonable notification.
         The Collateral Agent shall not be obligated to consummate any sale of
         Pledged Collateral regardless of notice of sale having been given. The
         Collateral Agent may adjourn any public sale from time to time by any
         notice or announcement and may make any sale without further notice of
         the time and place to which the sale was so adjourned.

                                      -11-
<PAGE>   12

                  (iii) For purposes of this Agreement, a written agreement to
         purchase all or any of the Pledged Collateral shall be deemed to be a
         sale of that property and the Collateral Agent shall be free to carry
         out the agreement notwithstanding that the Event of Default shall have
         been cured and the Obligations paid in full.

                  (iv) If all or any part of the Pledged Collateral is sold on
         credit or for future delivery, the property may be retained by the
         Collateral Agent until the sale price is paid by the purchaser or
         purchasers, but the Collateral Agent shall not be liable if the
         purchaser or purchasers fail to take up and pay for the property and,
         in that event, the Collateral Agent may again sell the property
         pursuant to this Section.

                  (v) The Collateral Agent may restrict the bidders or
         purchasers to persons (A) representing that they are purchasing the
         Pledged Collateral for their own account for investment and not with a
         view to further distribution or sale and (B) satisfying the offeree and
         purchaser requirements for a valid private placement or limited
         offering under the Securities Act of 1933, as amended. Each of the
         Pledgors understands and agrees that the sale may be made at prices and
         on terms less favorable than a public sale and agrees that any such
         sale shall be deemed to have been made in a commercially reasonable
         manner even if the Collateral Agent accepts the first offer received.

                  (vi) To the extent permitted by law, the Collateral Agent, the
         Agent or any Lender may purchase all or any part of the Pledged
         Collateral at any public or private sale or sales free of any equity or
         right of redemption, stay, valuation or appraisal on the part of the
         Pledgors (all said rights being hereby waived and released to the
         extent permitted by law) and may make payment for the purchase by using
         any claim then due and payable to the Collateral Agent, the Agent or
         any Lender, as applicable, from the Pledgors as a credit against the
         purchase price, and the Collateral Agent may, upon compliance with the
         terms of sale, hold, retain and transfer the property without further
         accountability to the Pledgors.

                  (vii) Each purchaser at any such sale shall hold the property
         sold absolutely free from any claim or right on the part of any
         Pledgor, and each of the Pledgors hereby waives (to the extent
         permitted by law) all rights of redemption, stay, valuation and
         appraisal which the Pledgors now have or may at any time in the future
         have under rule of law or statute now existing or hereafter enacted.

                  (f) Store Pledged Collateral. The Collateral Agent or the
         Agent may cause any Pledged Collateral to be held, stored, processed or
         completed prior to sale, and expenses incurred for this purpose shall
         constitute Obligations hereunder. Each of the Pledgors agrees to
         assemble the Pledged Collateral and make it available to the Collateral
         Agent or the Agent at places where the Collateral Agent or the Agent
         may reasonably select, whether at such Pledgor's premises or elsewhere.

                  (g) Notices to Issuers. The Collateral Agent or the Agent may,
         without notice to any Pledgor, (i) notify the Issuers of any of the
         Pledged Collateral of the assignment and pledge to the Collateral Agent
         of the Pledged Collateral, (ii) direct the account debtors or obligors
         to make payment and direct the bailees to make delivery directly to the
         Collateral Agent, or as the Agent shall otherwise direct, of all
         amounts due or to become due to the Pledgors under the Pledged
         Collateral and (iii) collect, adjust, settle or compromise those
         obligations. While the Collateral Agent or the Agent is exercising any
         authority under this Section none of the Pledgors shall adjust, settle
         or compromise any obligation under the

                                      -12-
<PAGE>   13

         Pledged Collateral, release wholly or partly any account debtor or
         obligor in respect of those obligations, or allow any credit or
         discount on those obligations.

                  (h) All Other Remedies. The Collateral Agent and the Agent may
         exercise all other rights and/or remedies available, whether at law, in
         equity or otherwise.

         Section 6.02. Waiver. To the extent permitted by applicable law, each
of the Pledgors waives all claims, damages and demands it may acquire against
the Collateral Agent, the Agent or any of the Lenders arising out of the
exercise by the Collateral Agent, the Agent or any Lender of any of their rights
under this Agreement.

         Section 6.03. Remedies Cumulative. All rights and remedies of the
Collateral Agent, the Agent and the Lenders existing under this Agreement and
any other Loan Document are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

         Section 6.04. Payments Held in Trust. All payments, funds, instruments
and other items received by any Pledgor under or in respect of any Pledged
Collateral shall be received in trust for the Collateral Agent, segregated from
other funds of such Pledgor and promptly delivered to the Collateral Agent in
the same form received, together with all necessary endorsements or Stock
Powers.

         Section 6.05. Application of Funds.

         (a) Funds Applied in Accordance with Credit Agreement. The Agent shall
apply all payments and proceeds received under or in respect of the Pledged
Collateral and all cash proceeds received by the Collateral Agent and the Agent
in respect of any sale of, collection from, or other realization upon all or any
part of the Pledged Collateral in accordance with the Credit Agreement.

         (b) Pledgors Remain Liable. Each of the Pledgors shall remain fully
liable for any deficiency if the proceeds or other realization of the Pledged
Collateral are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent, the Agent or
the Lenders to collect such deficiency.

         (c) Pledged Collateral In Excess of Obligations. Any amount held by the
Collateral Agent under this Agreement after all the Obligations have been
indefeasibly and finally paid in full in cash shall be paid over to the Pledgors
or to any other Person lawfully entitled to receive payment.


                                   ARTICLE VII

               Appointment, Rights and Duties of Collateral Agent

         Section 7.01. Appointment of Collateral Agent. In accordance with the
provisions of Section 8.1B of the Credit Agreement, The Chase Manhattan Bank is
hereby appointed Collateral Agent hereunder and under the other Loan Documents
as successor to the Original Agent and the Agent and each Lender hereby
authorizes the Collateral Agent to act as its collateral agent in accordance
with the terms of this Agreement and the other Loan Documents.

         Section 7.02. Agent Appointed Attorney-in-Fact. Each of the Pledgors
hereby

                                      -13-
<PAGE>   14

irrevocably appoints the Agent (with full power of substitution) such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, from time to time in the Agent's
discretion, to execute any instrument and to take any other action that the
Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:

                  (a) Further Documents. To execute, deliver and file on behalf
         of and in the name of such Pledgor one or more financing statements,
         notices, copies of this Agreement or such other documents, and
         amendments and continuations to those statements or documents, relating
         to all or any part of the Pledged Collateral without the signature of
         such Pledgor where permitted by law. Each of the Pledgors agrees that a
         carbon, photographic or other reproduction of this Agreement, any
         financing statement, notice or other document covering the Pledged
         Collateral shall be sufficient as a financing statement where permitted
         by law.

                  (b) Continue Perfection. To take any and all actions on behalf
         of and in the name of such Pledgor, at such Pledgor's expense, which
         are necessary or advisable to ensure that (i) the Liens granted
         pursuant to this Agreement at all times constitute perfected Liens in
         favor of the Collateral Agent, for the ratable benefit of the Lenders,
         and (ii) such Liens are at all times prior to all other Liens on the
         Pledged Collateral and will be enforceable as such against (x) all
         creditors of, and purchasers from, such Pledgor, (y) any present or
         future creditor obtaining a Lien on the Pledged Collateral, and (z) any
         other third party.

                  (c) Pay Taxes. To pay or discharge taxes and Liens levied or
         placed on or threatened against the Pledged Collateral, to effect any
         repairs called for by the terms of this Agreement and to pay all or any
         part of the costs thereof.

                  (d) Collect Collateral. Upon the occurrence and during the
         continuation of an Event of Default, to ask, demand, collect, sue for,
         recover, compromise, receive, indorse and give acquittance, discharge
         and receipts for moneys or other instruments, documents and chattel
         paper due and to become due under or in respect of all or any part of
         the Pledged Collateral (whether as interest, dividend, other
         distribution or otherwise) and to direct any party liable for any
         payment under any of the Pledged Collateral to make such payment
         directly to the Collateral Agent or as the Agent shall direct.

                  (e) Institute Proceedings. Upon the occurrence and during the
         continuation of an Event of Default, to file any claims, proofs of
         claim, subrogation receipts or take any action or commence or institute
         any proceedings which the Agent may deem necessary or desirable for the
         collection of all or any part of the Pledged Collateral or otherwise to
         enforce the rights of the Collateral Agent and the Agent with respect
         to all or any part of the Pledged Collateral.

                  (f) Transfer Collateral Into Collateral Agent's Name. Upon the
         occurrence and during the continuation of an Event of Default, to
         transfer any Pledged Collateral into the Collateral Agent's or its
         nominee's name.

                  (g) Vote Pledged Collateral. Upon the occurrence and during
         the continuation of an Event of Default, to exercise all or any of the
         voting rights and other consensual rights pertaining to the Pledged
         Collateral.

                  (h) Other Actions. Upon the occurrence and during the
         continuation of an Event of Default, to take any other action it deems
         advisable with respect to the

                                      -14-
<PAGE>   15

         Pledged Collateral or to accomplish the purposes of this Agreement and,
         generally, to sell, transfer, pledge and make any agreement with
         respect to or otherwise deal with any of the Pledged Collateral as
         fully and completely as though the Collateral Agent were the absolute
         owner thereof for all purposes, and to do, at the Agent's option and
         such Pledgor's expense, at any time, or from time to time, all acts and
         things which the Agent deems necessary to protect, preserve or realize
         upon the Pledged Collateral and the Collateral Agent's Liens thereon
         for the ratable benefit of the Lenders and to effect the intent of this
         Agreement, all as fully and effectively as the Pledgors might do.

Each of the Pledgors hereby ratifies all that said attorney shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable. Nothing contained in this Section
7.02 shall in any way obligate the Collateral Agent or the Agent to take or
refrain from taking any of the actions specified in this Section 7.02.

         Section 7.03. Collateral Agent or Agent May Perform. If any Pledgor
fails to perform any obligation under this Agreement or under or in respect of
any Pledged Collateral or any representation of any Pledgor contained in this
Agreement or in any document included in the Pledged Collateral shall be untrue
or incorrect in any material respect, the Collateral Agent or the Agent may, but
shall be under no obligation to, perform the obligation or remedy that breach,
or cause it to be performed or remedied, and the expenses incurred by or on
behalf of the Collateral Agent and the Agent in connection with the performance
of the obligation or the remedy of the breach shall constitute Obligations.

         Section 7.04. Duties of Collateral Agent and the Agent.

         (a) Duties. The powers conferred on the Collateral Agent and the Agent
by this Agreement are solely to protect the Collateral Agent's, the Agent's and
the Lenders' interest in the Pledged Collateral and shall not impose on the
Collateral Agent, the Agent or any Lender any duty to exercise any powers.
Except for the safe custody of any Pledged Collateral in its possession and the
accounting for moneys actually received by it under this Agreement, the
Collateral Agent, the Agent nor any Lender shall have any duty or liability as
to any Pledged Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or as to any other rights or matters pertaining to
any Pledged Collateral. The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Collateral Agent treats the Pledged Collateral substantially
the same as it treats similar property of its own.

         (b) Not Responsible. The Collateral Agent, the Agent and the Lenders
shall not have any responsibility or liability for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Collateral, whether or not the Collateral
Agent, the Agent or any Lender has or is deemed to have knowledge of such
matters, (ii) taking any necessary steps to preserve rights against any parties
with respect to any Pledged Collateral, (iii) collecting any proceeds of any
Pledged Collateral or by reason of any invalidity, lack of value or
uncollectability of any of the payments received by it from obligors or
otherwise or (iv) any other matter in connection with any Loan Document except
in respect of duties specifically undertaken by it in this Agreement and in that
case none of the Collateral Agent, the Agent or any of the Lenders shall be
liable to any party in the absence of gross negligence or willful misconduct.

                                      -15-
<PAGE>   16

                                  ARTICLE VIII

                             Termination and Waiver

         Section 8.01. Continuing Security Interest. This Agreement shall create
a continuing security interest in, Lien on, and pledge of, the Pledged
Collateral, without respect to the amount of the Obligations outstanding from
time to time, and shall remain in full force and effect until the Obligations
have been indefeasibly paid and otherwise performed in full in cash. Thereafter,
this Agreement shall be reinstated if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned upon the insolvency,
bankruptcy or reorganization of the Company, and Pledgor or any other Person or
otherwise, all as though the payment had not been made.

         Section 8.02. Termination. Upon the indefeasible payment and
performance of the Obligations in full in cash, the security interests granted
by this Agreement shall terminate and all rights to the Pledged Collateral shall
revert to the Pledgors. At the Pledgors' expense, the Collateral Agent shall
then execute and deliver to the Pledgors the documents reasonably requested and
prepared by the Pledgors to evidence the termination.

         Section 8.03. Waiver. Each of the Pledgors unconditionally waives, to
the full extent permitted by law:

                  (a) Set-Off. Any defense, set-off or counterclaim which such
         Pledgor may otherwise assert against the Collateral Agent, the Agent or
         the Lenders.

                  (b) Notice, etc. Presentment, protest, demand for payment,
         promptness, diligence, notice of protest, notice of any other action at
         any time taken or omitted by the Collateral Agent, the Agent or any
         Lender and, generally, all demands and notices of every kind in
         connection with any Loan Document or the Obligations, including,
         without limitation:

                           (i) notice of any of the matters referred to in
                  Section 8.04; and

                           (ii) all notices which may be required by statute,
                  rule of law or otherwise, now or hereafter in effect, to
                  preserve intact any rights against such Pledgor under any Loan
                  Document or as a requirement to the enforcement, assertion or
                  exercise against such Pledgor of any right, power, privilege
                  or remedy conferred under any Loan Document.

                  (c) Exhaust Other Remedies. Any requirement to exhaust any
         rights or remedies or to mitigate the damages resulting from any
         default under any Loan Document or any other document or any
         requirement to protect, secure, perfect or insure any Lien or any
         property subject to the Lien or take any other action against any
         person or any collateral or other property.

                  (d) Claims. All claims that the sale price of any Pledged
         Collateral was inadequate or unreasonable for any reason and all other
         claims to damages and demands of any nature against the Collateral
         Agent, the Agent and the Lenders.

                  (e) Equitable Rights. All equities and rights of appraisal,
         stay and redemption (whether now or hereafter existing), in each case
         arising out of the Collateral Agent, the Agent or the Lenders enforcing
         any of their rights and remedies under any Loan Document.

                  (f) Subrogation and/or Contribution. Any exoneration or
         release from the Obligations resulting from any loss by such Pledgor of
         its rights, if any, of subrogation or contribution.

                  (g) Other Circumstances. Any other circumstance whatsoever,
         including, without limitation, those stated in Section 8.04, which
         might otherwise constitute

                                      -16-
<PAGE>   17

         a defense to or a legal or equitable discharge or release of a
         guarantor or surety or a party granting security or which might
         otherwise limit recourse against such Pledgor.

         Section 8.04. Obligations Not Affected. The rights of the Collateral
Agent, the Agent and the Lenders and the obligations of the Pledgors under this
Agreement shall be absolute and unconditional, present and continuing and shall
remain in full force and effect and shall not be released, discharged or in any
way affected by any circumstance or condition of any nature (whether or not the
Company, any Pledgor, the Collateral Agent, the Agent or any Lender shall have
any notice or knowledge of the circumstance or condition), including, without
limitation:

                  (a) Failure of Documents. The invalidity, illegality,
         unenforceability, discharge, termination, cancellation or frustration,
         in whole or in part, of any Obligation, Loan Document or other
         document.

                  (b) Failure to Exercise Rights and/or Remedies. The exercise
         or failure to exercise by any person any right, remedy, privilege or
         power under any Loan Document or other document.

                  (c) Collection Attempts. Any demand or attempt to collect
         from, or failure to demand or attempt to collect from, the Company, any
         Pledgor or any other Person under any Loan Document or other document.

                  (d) Security and Guarantees. The giving, acceptance,
         existence, non-existence, validity, invalidity or value of any security
         or collateral securing the Obligations or any guarantee of the
         Obligations, including, without limitation, the Pledged Collateral and
         the guarantees by the Pledgors, any attempt or failure to attempt to
         realize upon that security, collateral or guarantee or the exchange,
         substitution, renewal, extension, modification, compromise, release,
         discharge or failure to perfect for any reason that security,
         collateral or guarantee.

                  (e) Actions. Any change in the time, place or manner of
         payment or the waiver, consent, extension, renewal, indulgence,
         compromise, release, settlement, refunding, funding, or any other
         forbearance or other action taken, delayed or omitted by the Collateral
         Agent, the Agent, any Lender, the Company, any Pledgor, or any other
         Person under or in respect of any term or provision of any Obligation,
         Loan Document or other document.

                  (f) Modifications. The termination, modification, alteration,
         amendment, waiver, addition, deletion or other change to any
         Obligation, Loan Document or other document or any provision of any of
         those documents.

                  (g) Reorganizations. The liquidation, dissolution, merger or
         consolidation of the Company, and Pledgor or any other Person, or the
         transfer by the Company, any Pledgor or any other Person of all or any
         part of its property or assets, or the change in the ownership of any
         shares of capital stock of the Company, and Pledgor or any other
         Person.

                  (h) Bankruptcy. The voluntary or involuntary bankruptcy,
         receivership, liquidation, insolvency, reorganization, arrangement,
         assignment for the benefit of creditors or similar proceedings
         involving or affecting the Company, any Pledgor any other Person or any
         of their property.

                  (i) Release. The release or discharge, by operation of law or
         otherwise, of the Company, any Pledgor or any other Person from any
         Obligation or any provision of any Loan Document or other document.

                                      -17-
<PAGE>   18

                  (j) Other Circumstances. Any other circumstance whatsoever,
         foreseen or unforseen, which may or might in any manner or to any
         extent vary the risks of the Pledgors or otherwise constitute a defense
         available to or a legal or equitable discharge of or limit recourse
         against a surety, a guarantor or a party granting security, the
         Company, any Pledgor or otherwise.

                                   ARTICLE IX

                                  Miscellaneous

         Section 9.01. Notices. Unless otherwise specifically provided herein,
any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, telexed or sent by telefacsimile (so
long as such notice sent by telefacsimile is followed within two Business Days
by a notice sent by another method specified hereunder) or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile or telex, or three Business
Days after depositing it in the United States mail with postage prepaid and
properly addressed; provided that notices to Agent shall not be effective until
received. For the purposes hereof, the address of each party hereto shall be as
set forth under such party's name on the signature pages hereof or (i) as to the
Pledgors, the Collateral Agent and Agent, such other address as shall be
designated by such Person in a written notice delivered to the other parties
hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Agent.

         Section 9.02. Expenses. Each of the Pledgors, jointly and severally,
agrees to pay to the Collateral Agent, the Agent and the Lenders on demand the
amount of any and all expenses, including, without limitation, the fees and
expenses of the Collateral Agent's, the Agent's or the Lenders' counsel, which
the Collateral Agent, the Agent or any Lender may pay or incur in exercising or
enforcing their rights under this Agreement.

         Section 9.03. Transfer of Notes. If any Lender shall transfer any Note
held by it or grant participations in all or any of its Obligations, the
transferees of the Note or the grantees of the participations, as the case may
be, shall have the rights of the Lender under this Agreement in respect of the
Note or Obligations.

         Section 9.04. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, and by different parties hereto in
separate counterparts, each of which when executed will be deemed an original,
but all of which taken together will constitute one and the same instrument.

         Section 9.05. Interpretation. As used in this Agreement, references to
the singular will include the plural and vice versa and references to the
masculine gender will include the feminine and neuter genders and vice versa, as
appropriate. Unless otherwise expressly provided in this Agreement (a) the words
"hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement will refer to this Agreement as a whole and not to any particular
provision of this Agreement and (b) article, section, subsection, schedule and
exhibit references are references with respect to this Agreement unless
otherwise specified. References in this Agreement to any law or regulation will
refer to such laws and regulations as from time to time amended and to any laws
or regulations successor thereto. Unless the context otherwise requires, the
term "including" will mean "including, without limitation".

         Section 9.06. Descriptive Headings. The headings in this Agreement and
in the Schedules, Exhibits and Annexes are included for convenience of reference
only and

                                      -18-
<PAGE>   19

will not affect in any way the meaning or interpretation of this Agreement.

         Section 9.07. Incorporation of Schedules, Exhibits and Annexes. The
Schedules, Exhibits and Annexes hereto are incorporated into this Agreement and
will be deemed a part hereof as if set forth herein in full. In the event of any
conflict between the provisions of this Agreement and any Schedule, Exhibit or
Annex, the provisions of this Agreement will control.

         Section 9.08. Amendment of Agreement. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

         Section 9.09. Successors and Assigns. This Agreement will be binding
upon and inures to the benefit of and is enforceable by the respective
successors and permitted assigns of the parties hereto. This Agreement may not
be assigned by any party hereto without the prior written consent of all other
parties hereto except for the assignment of all or any part of the rights and
obligations of the Collateral Agent under this Agreement, which may be assigned
by the Collateral Agent as provided in Section 8.1B and 9.1 of the Credit
Agreement. Any assignment or attempted assignment in contravention of this
Section will be void ab initio and will not relieve the assigning party of any
obligation under this Agreement.

         Section 9.10. No Waiver; Remedies. No failure or delay by any party in
exercising any right, power or privilege under this Agreement will operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege will not preclude any other or further exercise of the
right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement and the other Loan
Documents will be cumulative and not exclusive of any rights or remedies
provided by law.

         Section 9.11. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

         Section 9.12. Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the state of New York applicable to
contracts executed in and to be performed entirely within that state.

         Section 9.13. No Third-Party Rights. This Agreement is not intended,
and will not be construed, to create any rights in any parties other than the
Pledgors, the Collateral Agent, the Agent and the Lenders, and no Person may
assert any rights as third-party beneficiary hereunder, except as provided in
Section 5.12.

         Section 9.14. Submission to Jurisdiction. Any Action with respect to
this Agreement may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, and each of the
Pledgors, the Collateral Agent, the Agent and the Lenders hereby accepts for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of these courts. Each of the Pledgors, the Collateral Agent, the
Agent and the Lenders hereby irrevocably waives any objection, including,
without limitation, any objection to the laying of venue or based on the grounds
of forum non conveniens, which it may now or hereafter have to the bringing of
any Action in those jurisdictions.

                                      -19-
<PAGE>   20

         Section 9.15. Waiver of Jury Trial. Each party waives any right to a
trial by jury in any Action to enforce or defend any right under this Agreement
or any amendment, instrument, document or agreement delivered or to be delivered
in connection with this Agreement and agrees that any Action will be tried
before a court and not before a jury.

                                      -20-

<PAGE>   21

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above in New York, New York.

AGENT:
                                              CERBERUS CAPITAL MANAGEMENT, LLC,
Address:                                        as Agent for the Lenders
450 Park Avenue
New York, New York 10022
Attention: Joyce Johnson-Miller
Telephone:  (212) 891-2119                    By:______________________________
Facsimile:  (212) 750-5212                       Name:
                                                 Title:


COLLATERAL AGENT:
                                              THE CHASE MANHATTAN BANK, as
Address:                                        Collateral Agent for the Lenders
450 West 33rd Street
14th Floor
New York, New York  10001
Telephone: (212) 946-3200                     By:______________________________
Facsimile: (212) 946-8302                        Name:
                                                 Title:

                                      -21-

<PAGE>   22

PLEDGOR:

Address:                                      NSHS SERVICES, INC.
c/o Northstar Health Services, Inc.
The Atrium
665 Philadelphia Street
P.O. Box 1289                                 By:______________________________
Indiana, Pennsylvania 15701                      Name:
Attention:  Thomas W. Zaucha                     Title:
Telephone: (724) 465-3200
Facsimile:  (724) 465-3726

                                      -22-
<PAGE>   23

                                                                   SCHEDULE 4.09
                                                                              to
                                   AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT

<TABLE>
<CAPTION>
                                 Pledged Shares
                                 --------------

                               Authorized         Issued and
         Issuer                  Shares           Outstanding           Pledged Shares
         ------                ----------         -----------           --------------
<S>                            <C>                <C>                   <C>
Keystone Rehabilitation
         Systems, Inc.            2,000               2,000                 2,000

Keystone Rehabilitation
         Management Inc.            100                 100                   100

Northstar Medical
         Services, Inc.           1,000               1,000                 1,000

Northstar Diagnostic
         Services, Inc.           1,000               1,000                 1,000

Vascusonics Inc.                    100                 100                   100
</TABLE>

                                      -23-

<PAGE>   24

                                                                   SCHEDULE 4.10
                                                                              to
                                   AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT

<TABLE>
<CAPTION>
                                  Pledged Debt
                                  ------------

         Obligor                                         Pledged Debt
         -------                                         ------------
         <S>                      <C>                    <C>
                                      None.
</TABLE>





                                      -24-