EXHIBIT 10.32


                           SECOND AMENDED AND RESTATED
                                PLEDGE AGREEMENT

        THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement"),
dated as of October 9, 1995, among the corporations listed on the signature
pages hereof as "Pledgors" (individually each a "Pledgor" and collectively the
"Pledgors"), and BANK OF AMERICA ILLINOIS (formerly Continental Bank N.A.) (the
"Bank");

                              W I T N E S S E T H:

        WHEREAS, Azimuth Corporation, a Delaware corporation ("Parent"), and the
Bank have entered into that certain Second Amended and Restated Loan and
Security Agreement, dated as of October 9, 1995 (together with all amendments
and other modifications, if any, from time to time thereafter made thereto, the
"Parent Loan Agreement");

        WHEREAS, the Parent Loan Agreement amends and restates that certain
Amended and Restated Loan and Security Agreement, dated as of January 16, 1991,
between Parent and the Bank (the "Original Loan Agreement");

        WHEREAS, the Parent and the Bank entered into that certain Amended and
Restated Pledge Agreement, dated as of January 16, 1991 (the "Original Pledge
Agreement"), in order to provide security for the loans under the Original Loan
Agreement;

        WHEREAS, the Parent and the Bank desire that the Original
Pledge Agreement be amended in certain respects;

        WHEREAS, the Pledgors, other than Parent, are each party to a Loan and
Security Agreement dated as of the date hereof with the Bank (each, an "Other
Loan Agreement");

        WHEREAS, as a condition precedent to the effectiveness of the Parent
Loan Agreement and each Other Loan Agreement, the Pledgors are required to
execute and deliver this Agreement; and

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

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Bank to enter into the
Parent Loan Agreement and the Other Loan Agreements and to make the loans
contemplated thereby, the Parent hereby acknowledges the continued force and
effect of the security interest granted by the Parent to the Bank under the
Original Pledge Agreement, the Original Pledge Agreement is hereby amended


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and restated in its entirety, and each Pledgor agrees with the
Bank, as follows:


        SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

        "Bank" is defined in the preamble.

        "Collateral" is defined in Section 2.1.

        "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from stock splits, reclassifications, warrants, options,
non-cash dividends, and other distributions on or with respect to any Pledged
Shares whether similar or dissimilar to the foregoing, but shall not mean
Dividends.

        "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares made out of capital surplus.

        "Event of Default" means an "Event of Default" under and as defined in
each of the Parent Loan Agreement and each Other Loan Agreement.

        "Initial Pledged Shares" is defined in clause (a) of Section
2.1.

        "Obligations" is defined in Section 2.2.

        "Original Loan Agreement" is defined in the second recital.

        "Original Pledge Agreement" is defined in the third recital.

        "Other Loan Agreement" is defined in the fifth recital.

        "Parent" is defined in the first recital.

        "Parent Loan Agreement" is defined in the first recital.

        "Pledged Property" means the Initial Pledged Shares, any other Pledged
Shares and all other pledged shares of capital stock, the Pledged Notes and all
other pledged promissory notes, all other securities, all assignments of any
amounts due or to become due, all other instruments, certificates or documents
which are now



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being delivered by any Pledgor to the Bank or may from time to time hereafter
be delivered by any Pledgor to the Bank for the purpose of pledge under this
Agreement, any other Related Agreement or the Supplemental Documentation, and
all proceeds of any of the foregoing.

        "Pledged Notes" is defined in clause (e) of Section 2.1.

        "Pledged Share Issuer" means each Person identified on Attachment I
hereto as the issuer of the Initial Pledged Shares identified opposite the name
of such Person.

        "Pledged Shares" means the Initial Pledged Shares and all other shares
of capital stock of any Pledged Share Issuer which are delivered by the Parent
to the Bank as Pledged Property hereunder.

        "Pledgor" is defined in the preamble.

        SECTION 1.2. Parent Loan Agreement Definitions. Unless otherwise
defined herein or the context otherwise requires, terms used in this Agreement,
including its preamble and recitals, have the meanings provided in the Parent
Loan Agreement.

        SECTION 1.3. UCC Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the UCC are
used in this Agreement, including its preamble and recitals, with such meanings.

                                   ARTICLE II.

                                     PLEDGE

        SECTION 2.1. Grant of Security Interest. The Parent hereby acknowledges
and confirms the continuing force and effectiveness of the pledge, assignment,
charge, mortgage, delivery and transfer of, and the security interest granted
in, the "Collateral" under and as defined in the Original Pledge Agreement and
each Pledgor hereby pledges, assigns, charges, mortgages, delivers and transfers
to the Bank, and hereby grants to the Bank a continuing security interest in,
all of such Pledgor's right, title and interest to the following property (the
"Collateral"):

               (a) in the case of the Parent only, that number of issued and
        outstanding shares of capital stock of each Pledged Share Issuer (the
        "Initial Pledged Shares") identified in
        Attachment I hereto;

               (b)  all other Pledged Property, whether now or hereafter
        delivered to the Bank in connection with this Agreement;




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               (c)  all Dividends, Distributions, interest and other
        payments and rights with respect to any Pledged Property;

               (d) all accounts, contracts, contract rights, chattel paper,
        instruments, general intangibles and other obligations of any kind of
        such Pledgor, now or hereafter existing, whether or not arising out of
        or in connection with the sale or lease of goods or the rendering of
        services, including the following:

                      (i) all rights of such Pledgor with respect to all amounts
               now or hereafter from time to time loaned or advanced by such
               Pledgor to Parent or any Subsidiary of the Parent;

                      (ii) all of such Pledgor's rights now or hereafter
               existing in and to all security agreements, leases and other
               contracts securing or otherwise relating to any such accounts,
               contract rights, chattel paper, instruments, general intangibles
               or obligations; and

                      (iii) all leases, security agreements and other contracts
               evidencing any of the foregoing accounts, contract rights,
               chattel paper, instruments, general intangibles and obligations;

               (e)  the promissory notes identified in Attachment II
        hereto (the "Pledged Notes");

               (f) all rights, powers, privileges, options and other benefits
        of the Parent under that certain Asset Purchase Agreement (the "Payne
        Asset Purchase Agreement") dated on or about July 8, 1988, between SIC
        Corporation, a Delaware corporation, and Payne Fabrics, Inc., a Delaware
        corporation, and any agreement or other document executed or delivered
        in connection therewith, including the right to make all waivers and
        agreements, to give notices, consents, and releases and other
        instruments, to take such action upon the happening of a default under
        the Payne Asset Purchase Agreement or any such agreement or other
        document, including the commencement, conduct and consummation of
        proceedings at law or in equity, as shall be permitted thereunder or by
        law and to do any and all other things as the Parent is or may become
        entitled to do thereunder;

               (g)  all rights, powers, privileges, options and other
        benefits of the Parent under that certain Agreement and Plan
        of Merger, dated June 30, 1988 (the "Contempo Merger
        Agreement"), among Contempo Design, Inc., an Illinois
        corporation, Bridget C. Ornatek ("Ornatek") and John K. Sturm
        ("Sturm"), Contempo Merger Corp., an Illinois corporation, and



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        any agreement or other document executed or delivered in connection
        therewith (including that certain Escrow Agreement, dated June 30, 1988,
        among the Parent, Ornatek, Sturm and Harris Trust and Savings Bank, as
        escrow agent), including the right to make all waivers and agreements,
        to give notices, consents, and releases and other instruments, to take
        such action upon the happening of a default under the Contempo Merger
        Agreement or any such agreement or other document, including the
        commencement, conduct and consummation of proceedings at law or in
        equity, as shall be permitted thereunder or by law and to do any and all
        other things as the Parent is or may become entitled to do thereunder;
        and

               (h)  all proceeds of any of the foregoing.

        SECTION 2.2. Security for Obligations. This Agreement secures the
payment in full of all "Liabilities" of each Pledgor under and as defined in the
Parent Loan Agreement (in the case of Parent) or the Other Loan Agreement to
which such Pledgor is a party (in the case of each other Pledgor), whether now
or hereafter existing (all such Liabilities being herein called the
"Obligations").

        SECTION 2.3. Delivery of Pledged Property; Registration of Pledge,
Transfer, etc. All certificates or instruments representing or evidencing any
Collateral, including all Pledged Shares and all Pledged Notes, shall be
delivered to and held by or on behalf of (and, in the case of the Pledged Notes
and all other promissory notes pledged hereunder, shall be endorsed to the order
of) the Bank pursuant hereto, shall be in suitable form for transfer by
delivery, and shall be accompanied by all necessary instruments of transfer or
assignment, duly executed in blank; it being understood that all other necessary
and appropriate action and approvals shall have been taken or received to grant
to the Bank a first priority security interest in such Pledged Shares and
Pledged Notes. The Bank shall have the right at any time to exchange
certificates or instruments representing or evidencing Pledged Shares, Pledged
Notes or any promissory notes pledged hereunder for certificates or instruments
of smaller or larger denominations.

        SECTION 2.4. No Duty on the Bank. The powers conferred on the Bank
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Bank shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral.




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        SECTION 2.5. Continuing Security Interest; Transfer of Note. This
Agreement evidences a continuing security interest in the Collateral and shall
remain in full force and effect until payment in full (on or after the
Termination Date) of all Obligations and the termination of all obligations of
the Bank to advance funds to the Pledgors, be binding upon each Pledgor, its
successors and assigns, and inure to the benefit of the Bank and its successors,
transferees and assigns. Upon the payment in full (on or after the Termination
Date) of the Obligations and the termination of all obligations of the Bank to
advance funds to the Pledgors, the security interest granted herein shall
terminate and all rights to the Collateral shall revert to the Pledgors. Upon
any such termination, the Bank will, at the expense of the Pledgors, deliver all
certificates and instruments representing or evidencing the Pledged Shares and
the Pledged Notes, together with all other Collateral held by the Bank
hereunder, and execute and deliver to the Pledgors, at the expense of the
Pledgors, such documents as the Pledgors shall reasonably request to evidence
such termination.

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

        SECTION 3.1. Warranties, etc. Each Pledgor represents and warrants unto
the Bank that as at the date hereof and as at the date of any further pledge
hereunder by such Pledgor to the Bank of any Collateral,

               (a) such Pledgor is or will be the legal and beneficial owner of,
        and has or will have good and marketable title to (and has or will have
        full right and authority to pledge and assign) such Collateral, free and
        clear of all liens, security interests, options or other charges or
        encumbrances, except any lien or security interest granted pursuant
        hereto in favor of the Bank and, as to Collateral other than Pledged
        Shares and Pledged Notes, liens permitted by Section 5.16 of the Parent
        Loan Agreement;

               (b) the pledge of all Pledged Shares and Pledged Notes is or,
        upon delivery to the Bank, will be effective to create a valid,
        perfected first priority security interest in such Collateral and all
        proceeds thereof, securing the Obligations;

               (c) in the case of any Pledged Shares constituting such
        Collateral, all of such Pledged Shares are or will be duly and validly
        issued, fully paid and non-assessable;

               (d) the Initial Pledged Shares constitute that percentage of the
        issued and outstanding shares of capital stock of each Pledged Share
        Issuer indicated on Attachment I hereto;



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               (e) each Pledged Note and each promissory note pledged hereunder
        has been duly authorized, executed, endorsed, issued and delivered and
        is the legal, valid and binding obligation of the issuer thereof, is not
        in default, is not overdue and has not been dishonored; and

               (f) no authorization, approval or other action by, and no notice
        to or filing with, any governmental authority or regulatory body is or
        will be required either

                      (i) for the pledge by such Pledgor of any Collateral
               pursuant to this Agreement or for the execution, delivery or
               performance of this Agreement by such Pledgor, or

                      (ii) for the exercise by the Bank of the voting or other
               rights provided for in this Agreement, or as may be required in
               connection with a disposition of Collateral by laws affecting the
               offering and sale of securities generally, the remedies in
               respect of the Collateral pursuant to this Agreement.

No filing or other action will be necessary to perfect or protect the security
interest described in clause (b) above.

                                   ARTICLE IV.

                                    COVENANTS

        SECTION 4.1. Protect Collateral; Further Assurances, etc. No Pledgor
will sell, assign, transfer, pledge or encumber in any other manner the
Collateral (except in favor of the Bank hereunder). Each Pledgor will warrant
and defend the right and title herein granted unto the Bank in and to the
Collateral (and all right, title and interest represented by the Collateral)
against the claims and demands of all Persons whomsoever. Each Pledgor agrees
that at any time, and from time to time, at the expense of such Pledgor, such
Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that the
Bank may reasonably request, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable the Bank to
exercise and enforce its rights and remedies hereunder with respect to any
Collateral.

        SECTION 4.2. Stock Powers, etc. Each Pledgor agrees that all Pledged
Shares delivered by such Pledgor pursuant to this Agreement will be accompanied
by duly executed undated blank stock powers, or other equivalent instruments of
transfer acceptable to the Bank. Each Pledgor will, from time to time, upon
request of the Bank, promptly deliver to the Bank such stock powers,
instruments and



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similar documents, satisfactory in form and substance to the Bank, with respect
to the Collateral as the Bank may reasonably request and will, from time to
time, upon request of the Bank after the occurrence of any Event of Default,
promptly transfer any shares which are part of the Collateral into the name of
any nominee designated by the Bank.

        SECTION 4.3. Continuous Pledge. Each Pledgor will, at all times, keep
pledged to the Bank pursuant hereto all shares of capital stock of each Pledged
Share Issuer held by such Pledgor identified in Attachment I hereto, all
additional shares of capital stock of each Pledged Share Issuer which may at any
time hereafter be owned by such Pledgor, all Dividends and Distributions with
respect thereto, all Pledged Notes, all interest, principal and other proceeds
received by the Bank with respect to the Pledged Notes and all other promissory
notes pledged hereunder, all promissory notes and other instruments of any
Subsidiary of Parent or such Pledgor evidencing any Indebtedness or other
obligation of any Subsidiary of Parent or such Pledgor to such Pledgor and all
other securities, instruments, proceeds and rights from time to time received by
or distributable to such Pledgor in respect of any Collateral.

        SECTION 4.4.  Voting Rights; Dividends, etc.  Each Pledgor
agrees to deliver (properly endorsed where required hereby or
requested by the Bank) to the Bank,

               (a) after any Default of the nature referred to in Section 6.1(e)
        of the Parent Loan Agreement or any Other Loan Agreement or any Event of
        Default shall have occurred and be continuing, promptly upon receipt
        thereof by any Pledgor and without any request therefor by the Bank, all
        Dividends, all Distributions, all interest, all other cash payments and
        all proceeds of the Pledged Property and other Collateral, all of which
        shall be held by the Bank as additional Collateral for use in accordance
        with Section 5.4; and

               (b) after any Default of the nature referred to in Section 6.1(e)
        of the Parent Loan Agreement or any Other Loan Agreement or any Event of
        Default shall have occurred and be continuing, promptly upon request of
        the Bank, such proxies and other documents as may be necessary to allow
        the Bank to exercise the voting power with respect to any share of
        capital stock included in the Collateral;

provided, however, that unless any Default of the nature referred to in Section
6.1(e) of the Parent Loan Agreement or any Other Loan Agreement or any Event of
Default shall have occurred and be continuing, the Parent shall be entitled to
exercise, in its reasonable judgment, but in a manner not inconsistent with the
terms of the Parent Loan Agreement or any Related Agreement, the


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voting power, and all other incidental rights of ownership with respect to any
Pledged Shares (subject to the Parent's obligation to deliver to the Bank such
Pledged Shares in pledge hereunder). All Dividends, Distributions, interest,
cash payments and proceeds which may at any time and from time to time be held
by any Pledgor but which such Pledgor is then obligated to deliver to the Bank,
shall, until delivery to the Bank, be held by such Pledgor separate and apart
from its other property in trust for the Bank. The Bank agrees that unless a
Default of the nature referred to in Section 6.1(e) of the Parent Loan Agreement
or any Other Loan Agreement or an Event of Default shall have occurred and be
continuing, the Bank shall, upon the written request of the Parent, promptly
deliver such proxies and other documents, if any, as shall be reasonably
requested by Parent which are necessary to allow Parent to exercise voting power
with respect to any share of capital stock included in the Collateral; provided,
however, that no vote shall be cast, or consent, waiver or ratification given,
or action taken by the Parent that would impair any Collateral or be
inconsistent with or violate any provision of this Agreement, the Parent Loan
Agreement or any Related Agreement.

                                   ARTICLE V.

                                    REMEDIES

        SECTION 5.1. Actions upon Event of Default. In addition to its rights
and remedies provided hereunder, whenever an Event of Default shall have
occurred and be continuing, the Bank shall have all rights and remedies of a
secured party upon default under the UCC or other applicable law. Any
notification required by law of any intended disposition by the Bank of any of
the Collateral shall be deemed reasonably and properly given if given at least
10 days before such disposition. Without limitation of the above, the Bank may,
whenever an Event of Default shall have occurred and be continuing, and the
Obligations shall have been declared immediately due and payable, without prior
notice to the Pledgors, take all or any of the following actions:

               (a) transfer all or any part of the Collateral into the name of
        the Bank or its nominee, with or without disclosing that such Collateral
        is subject to the lien and security interest hereunder;

               (b)  notify the parties obligated on any of the
        Collateral to make payment to the Bank of any amount due or to
        become due thereunder;

               (c) enforce collection of any of the Collateral by suit or
        otherwise, and surrender, release or exchange all or any part thereof,
        or compromise or extend or renew for any period



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        (whether or not longer than the original period) any
        obligations of any nature of any party with respect thereto;

               (d)  endorse any checks, drafts, or other writings in the
        name of the applicable Pledgor to allow collection of the
        Collateral;

               (e)    take control of any proceeds of the Collateral; and

               (f) execute (in the name, place and stead of the applicable
        Pledgor) endorsements, assignments, stock powers and other instruments
        of conveyance or transfer with respect to all or any of the Collateral.

        SECTION 5.2. Attorney-in-Fact. Each Pledgor hereby irrevocably appoints
the Bank its attorney-in-fact, with full authority in the place and stead of
such Pledgor and in the name of such Pledgor, the Bank, or otherwise, from time
to time in the Bank's discretion, to take any action and to execute any
instrument which the Bank may deem necessary or advisable to accomplish the
purposes of this Agreement, including, upon the occurrence and continuance of an
Event of Default, all actions described in Section 5.1.

        SECTION 5.3. Securities Laws. Each Pledgor understands that compliance
with the Federal securities laws, applicable blue sky or other state securities
laws or similar laws analogous in purpose or effect may strictly limit the
course of conduct of the Bank if the Bank were to attempt to dispose of all or
any part of the Collateral and may also limit the extent to which or the manner
in which any subsequent transferee of the Collateral may dispose of the same.
Accordingly, each Pledgor agrees that if any Collateral is sold at any public or
private sale, the Bank may elect to sell only to a buyer who will give further
assurances, satisfactory in form and substance to the Bank, respecting
compliance with the requirements of the Securities Act of 1933, as amended; and
that a sale subject to such condition shall be deemed commercially reasonable.
Without limiting the generality of the foregoing, the provisions of this
paragraph would apply if, for example, the Bank were to place all or any part of
the Collateral for private placement by an investment banking firm, or if such
investment banking firm purchased all or any part of the Collateral for its own
account, or if the Bank placed all or any part of the Collateral privately with
a purchaser or purchasers.

        SECTION 5.4. Application of Proceeds. All cash proceeds received by the
Bank in respect of any sale of, collection from, or other realization upon, all
or any part of the Collateral may, in the discretion of the Bank be held by the
Bank as additional collateral security for, or then or at any time thereafter be
applied in whole or in part by the Bank against, all or any part of



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the Obligations in such order of application, not inconsistent with the terms of
the Parent Loan Agreement and the Other Loan Agreements, as the Bank may from
time to time elect in its sole discretion. Any surplus of such cash or cash
proceeds held by the Bank and remaining after payment in full of all the
Obligations, and the occurrence of the Termination Date, shall be paid over to
the Pledgor entitled thereto or to whomsoever may be lawfully entitled to
receive such surplus.

        SECTION 5.5. Indemnity and Expenses. Each Pledgor hereby indemnifies
and holds harmless the Bank from and against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including
enforcement of this Agreement), except claims, losses, or liabilities resulting
from the Bank's gross negligence or willful misconduct. Upon demand, the
Pledgors will pay to the Bank the amount of any and all reasonable expenses,
including the reasonable fees and disbursements of its counsel and of any
experts and agents, which the Bank may incur in connection with:

               (a) the administration of this Agreement, the Parent Loan
        Agreement, each Other Loan Agreement, each other Related Agreement and
        the Supplemental Documentation;

               (b)  the custody, preservation, use or operation of, or
        the sale of, collection from, or other realization upon, any
        of the Collateral;

               (c)    the exercise or enforcement of any of the rights of
        the Bank hereunder; or

               (d)    the failure by any Pledgor to perform or observe any
        of the provisions hereof.


                                   ARTICLE VI.

                                  MISCELLANEOUS

        SECTION 6.1. Related Agreement. This Agreement is a Related Agreement
executed pursuant to the Parent Loan Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered, and applied in
accordance with the terms and provisions of the Parent Loan Agreement.

        SECTION 6.2. Amendments, etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Pledgor herefrom shall in any
event be effective unless the same shall be in writing and signed by the Bank
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it is given.



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        SECTION 6.3. Obligations Not Affected. The obligations of each Pledgor
under this Agreement shall remain in full force and effect without regard to,
and shall not be impaired or affected by:

               (a) any amendment or modification or addition or supplement to
        the Parent Loan Agreement, each Other Loan Agreement, any Note, any
        other Related Agreement, the Supplemental Documentation, any instrument
        delivered in connection therewith or any assignment or transfer thereof;

               (b) any exercise, non-exercise or waiver by the Bank of any
        right, remedy, power or privilege under or in respect of, or any release
        of any guaranty or collateral provided pursuant to, this Agreement, the
        Parent Loan Agreement, each Other Loan Agreement, any Related Agreement
        or the Supplemental Documentation;

               (c) any waiver, consent, extension, indulgence or other action or
        inaction in respect of this Agreement, the Parent Loan Agreement, each
        Other Loan Agreement, any Related Agreement or the Supplemental
        Documentation or any assignment or transfer of any thereof; or

               (d) any bankruptcy, insolvency, reorganization, arrangement,
        readjustment, composition, liquidation, or the like, of any Pledgor or
        any other Person, whether or not such Pledgor shall have notice or
        knowledge of any of the foregoing.

        SECTION 6.4. Protection of Collateral. The Bank may from time to time,
at its option, perform any act which any Pledgor agrees hereunder to perform and
which such Pledgor shall fail to perform after being requested in writing to so
perform (it being understood that no such request need be given after the
occurrence and during the continuance of an Event of Default) and the Bank may
from time to time take any other action which the Bank reasonably deems
necessary for the maintenance, preservation or protection of any of the
Collateral or of its security interest therein.

        SECTION 6.5. The Bank Not Responsible. The Bank is required to exercise
reasonable care in the custody and preservation of any of the Collateral in its
possession; provided, however, the Bank shall be deemed to have exercised
reasonable care in the custody and preservation of any of the Collateral if it
takes such action for that purpose as any Pledgor reasonably requests in writing
at times other than upon the occurrence and during the continuance of any Event
of Default, but failure of the Bank to comply with any such request at any time
shall not in itself be deemed a failure to exercise reasonable care.




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        SECTION 6.6. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and mailed or telegraphed or delivered to such party at the address set forth
below its signature hereto (in the case of the Bank), to the Parent Loan
Agreement (in the case of the Parent) or to the Other Loan Agreement to which
such Pledgor is a party (in the case of each Pledgor other than Parent), or as
to either party at such other address as shall be designated by such party in a
written notice to each other party complying as to delivery with the terms of
this Section. All such notices and other communications shall, when filed or
telegraphed, respectively, be effective when deposited in the mails or delivered
to the telegraph company, respectively, addressed as aforesaid.

        SECTION 6.7. Subrogation. No Pledgor shall be entitled to be subrogated
to any of the rights of the Bank by reason of any amounts received hereunder or
in connection with the Collateral until all Obligations have been paid in full
and the Bank's obligations to make advances pursuant to the Parent Loan
Agreement and the Other Loan Agreements have been fully terminated.

        SECTION 6.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois, except
to the extent that the validity or perfection of the security interest
hereunder, or remedies hereunder, in respect of any particular Collateral are
governed by the laws of a jurisdiction other than the State of Illinois.




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

                                            Pledgors

                                            AZIMUTH CORPORATION


                                            By_____________________________
                                              Title________________________


                                            DELAWARE ELECTRO INDUSTRIES, INC.


                                            By_____________________________
                                              Title________________________


                                            CONTEMPO DESIGN, INC.


                                            By_____________________________
                                              Title________________________


                                            CONTEMPO DESIGN WEST, INC.


                                            By_____________________________
                                              Title________________________


                                            Bank

                                            BANK OF AMERICA ILLINOIS


                                            By_____________________________
                                              Title________________________

                                            Address:  231 South LaSalle Street
                                                        Chicago, Illinois  60697

                                            Attention:  Andrew J. Sutherland





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                                                                   ATTACHMENT I
                                                                 (to the Pledge
                                                                     Agreement)


                             INITIAL PLEDGED SHARES



                                                   Common Stock

   Pledged         Authorized  Outstanding      Shares Owned and
 Share Issuer      Shares      Shares         Pledged by the Parent
                                               Number        Percentage


1)  Delaware      150,000      105,000        105,000              100%

2)  Contempo      100,000      1,120            1,120              100%

3)  Contempo West 100,000      1,000              900               90%




                                      -15-

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                                                                  ATTACHMENT II
                                                                 (to the Pledge
                                                                      Agreement)


                                  PLEDGED NOTES



Pledgor                                     Issuer

Azimuth Corporation                         Contempo Design, Inc.
                                            Contempo Design West, Inc.
                                            Delaware Electro Industries, Inc.
                                            Contempo Design Europe B.V.

Contempo Design, Inc.                       Azimuth Corporation
                                            Contempo Design West, Inc.
                                            Contempo Design Europe B.V.
                                            Delaware Electro Industries, Inc.

Contempo Design West, Inc.                  Azimuth Corporation
                                            Contempo Design, Inc.
                                            Delaware Electro Industries, Inc.
                                            Contempo Design Europe B.V.

Delaware Electro
Industries, Inc.                            Azimuth Corporation
                                            Contempo Design, Inc.
                                            Contempo Design West, Inc.
                                            Contempo Design Europe B.V.





                                      -16-

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