<PAGE>   1
                                                                Exhibit: 10.60FT

[LOGO] CHASE

                              COLLATERAL AGREEMENT
                                  [THIRD PARTY]

      In consideration of one of more loans, letters of credit or other
financial accommodations extended by THE CHASE MANHATTAN BANK or any of its
subsidiaries or affiliates (the "Bank"), to Roderick L. Turner and Vincent W.
Goett (the "Obligor") the undersigned and the Bank agree as follows:

      1. DEFINITIONS.

            "Collateral" means: (1) the Deposits, Securities and Account Assets
(as defined below) that are listed on Exhibit A; (11) all additions to, and
proceeds, renewals, investments, reinvestments and substitutions of, the
foregoing, whether or not listed on Exhibit A; (iii) all certificates, receipts
and other instruments evidencing any of the foregoing. Notwithstanding anything
to the contrary in this Agreement, "Collateral shall not include any securities
issued by an affiliate of the Bank, including any of the VISTA family of funds.

            "Deposits" means the deposits of the undersigned with the Bank
(whether or not held in trust, or in any custody, subcustody, safekeeping,
investment management accounts, or other accounts of the undersigned with the
Bank).

            "Securities" means the stocks, bonds and other instruments and
securities (whether or not held in trust or in any custody, subcustody,
safekeeping, investment management accounts or other accounts of the undersigned
with the Bank or any other custodian, trustee or Clearing System or held by any
party as a financial intermediary or securities intermediary (the
"Intermediary").

            "Account Assets" means all Deposits, Securities, securities
entitlements and any other assets held in trust, or in any custody, subcustody,
safekeeping, investment management accounts, or other accounts of the
undersigned with the Bank or any other custodian, trustee or Clearing System or
held by any Intermediary (all of which shall be considered "financial assets"
under the UCC).

            "Clearing System" means the Depository Trust Company ("DTC") Cedel
Bank, societe anonyme, the Euroclear system and such other clearing or
safekeeping system that may from time to time be used in connection with
transactions relating to or the custody of any Securities, and any depository
for any of the foregoing.

            "Liabilities" means indebtedness, obligations and liabilities of any
kind of the Obligor or of the undersigned to the Bank, now or in the future,
absolute or contingent, direct or indirect, Joint or several, due or not due,
arising by operation of law or otherwise, and costs and expenses incurred by the
Bank in connection with the Collateral, this Agreement or any Liability
Document.

            "Liability Document" means any instrument, agreement or document
evidencing or delivered in connection with the Liabilities.

            "UCC" means the Uniform Commercial Code in effect in the State of
New York. Unless the context otherwise requires, all terms used in this
Agreement which are defined in the UCC will have the meanings stated in the UCC.
<PAGE>   2
      2. GRANT OF SECURITY INTEREST.

      As security for the payment of all the Liabilities, the undersigned
pledges, transfers and assigns to the Bank and grants to the Bank a security
interest in and night of setoff against, the Collateral.

      3. AGREEMENTS OF THE UNDERSIGNED AND RIGHTS OF THE BANK.

      The undersigned agrees as follows and irrevocably authorizes the Bank to
exercise the rights listed below, at its option, for its own benefit, either in
its own name or in the name of the undersigned, and appoints the Bank as its
attorney-in-fact to take all action permitted under this Agreement.

      (a) DEPOSITS: The Bank may: (i) renew the Deposits on terms and for
periods the Bank deems appropriate; (ii) demand, collect, and receive payment of
any monies or proceeds due or to become due under the Deposits; (iii) execute
any instruments required for the withdrawal or repayment of the Deposits; (iv)
in all respects deal with the Deposits as the owner; provided that, as to (ii)
through (iv), until the occurrence of a Default, the Bank will only take that
action if, in its judgment, failure to take that action would impair its rights
under this Agreement.

      (b) SECURITIES: The Bank may: (i) transfer to the account of the Bank any
Securities whether in the possession of, or registered in the name of, any
Clearing System or held otherwise; (ii) transfer to the account of the Bank with
any Federal Reserve Bank any Securities held in book entry form with any such
Federal Reserve Bank; and (iii) transfer to the name of the Bank or its nominee
any Securities registered in the name of the undersigned and held by the Bank
and complete and deliver any necessary stock powers or other transfer
instruments; provided that until the occurrence of a Default, the Bank will only
take that action if, in its judgment, failure to take that action would impair
its rights under this Agreement or if such Securities are held in a custody,
investment management or similar account.

      The undersigned grants to the Bank an irrevocable proxy to vote any and
all Securities and give consents, waivers and ratifications in connection with
those Securities; provided that until the occurrence of a Default the Bank will
only take that action if, in its Judgment, failure to take that action would
impair its rights under this Agreement.

      All payments, distributions and dividends in securities, property or cash
shall be paid directly to and, at the discretion of the Bank, retained by the
Bank and held by it, until applied as provided in this Agreement, as additional
Collateral; provided that until the occurrence of a Default, interest on
Deposits and cash dividends on Securities paid in the ordinary course will be
paid to the undersigned.

      (c) GENERAL: The Bank may, in its name, or in the name of the undersigned:
(i) execute and file financing statements under the UCC or any other filings or
notices necessary or desirable to create, perfect or preserve its security
interest, all without notice (except as required by applicable law and not
waivable) and without liability except to account for property actually received
by it; (ii) demand, sue for, collect or receive any money or property at any
time payable or receivable on account of or in exchange for, or make any
compromise or settlement deemed desirable with respect to, any item of the
Collateral (but shall be under no obligation to do so); (iii) make any
notification (to the issuer of any certificate or Security, or otherwise,
including giving any notice of exclusive control to the Intermediary) or take
any other action in connection with the perfection or preservation of its
security interest or any enforcement of remedies, and retain any documents
evidencing the title of the undersigned to any item of the Collateral; (iv)
issue entitlement orders with respect to any of the Collateral.


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<PAGE>   3
      The undersigned agrees that it will not file or permit to be filed any
financing or like statement with respect to the Collateral in which the Bank is
not named as the sole secured party, consent or be a party to any securities
account control agreement or other similar agreement with any Intermediary (an
"Account Control Agreement") to which the Bank is not also a party or sell,
assign, or otherwise dispose of, grant any option with respect to, or pledge, or
otherwise encumber the Collateral. At the request of the Bank the undersigned
agrees to do all other things which the Bank may deem necessary or advisable in
order to perfect and preserve the security interest and to give effect to the
rights granted to the Bank under this Agreement or enable the Bank to comply
with any applicable laws or regulations. Notwithstanding the foregoing, the Bank
does not assume any duty with respect to the Collateral and is not required to
take any action to collect, preserve or protect its or the undersigned's rights
in any item of the Collateral. The undersigned releases the Bank and agrees to
hold the Bank harmless from any claims, causes of action and demands at any time
arising with respect to this Agreement, the use or disposition of any item of
the Collateral or any action taken or omitted to be taken by the Bank with
respect thereto.

      The rights granted to the Bank pursuant to this Agreement are in addition
to the rights granted to the Bank in any custody, investment management, trust,
Account Control Agreement or similar agreement. In case of conflict between the
provisions of this Agreement and of any other such agreement, the provisions of
this Agreement will prevail.

      4. LOAN VALUE OF THE COLLATERAL.

      The undersigned agrees that at all times the amount of the Liabilities may
not exceed the aggregate Loan Value of the Collateral. The undersigned will, at
the Bank's option, either supplement the Collateral or make, OR CAUSE TO BE
MADE, any payment under the Liabilities to the extent necessary to ensure
compliance with this provision or the Bank may liquidate Collateral to the
extent necessary to ensure compliance with this provision. "Loan Value" means
the value assigned by the Bank from time to time, in its sole reasonable
discretion, to each item of the Collateral.

      5. CURRENCY CONVERSION.

      For calculation purposes. any currency in which the Collateral is
denominated (the "Collateral Currency") will be converted into the currency of
the Liabilities (the "Liability Currency") at the spot rate of exchange for the
purchase of the Liability Currency with the Collateral Currency quoted by the
Bank at such place as the Bank deems appropriate (or, if no such rate is quoted
on any relevant date, estimated by the Bank on the basis of the Bank's last
quoted spot rate) or another prevailing rate that the Bank deems more
appropriate.

      6. REPRESENTATIONS AND WARRANTIES.

      The undersigned represents and warrants: (a) the undersigned is the sole
owner of the Collateral; (b) the Collateral is free of all encumbrances except
for the security interest in favor of the Bank created by this Agreement; (c) no
authorizations, consents or approvals and no notice to or filing with any
governmental authority or regulatory body is required for the execution and
delivery of this Agreement or the exercise by the Bank of its rights and
remedies; (d) the execution, delivery and performance of this Agreement will not
violate any provisions of applicable law, regulation or order and will not
result in the breach of, or constitute a default, or require any consent under,
any agreement, instrument or document to which the undersigned is a party or by
which it or any of its property may be bound or affected; (e) as to Deposits and
Account Assets, the undersigned has not withdrawn, canceled, been repaid or
redeemed all or any part of any Deposits or Account Assets and there is no such
pending application; (f) as to Securities, the Securities have been duly
authorized and are fully paid and non-assessable, there are no restrictions on
pledge of the Securities by the undersigned nor on sale of the Securities by the
Bank (whether pursuant to securities laws or regulations or shareholder, lock-up
or other similar agreements) and the Securities are fully marketable by the Bank
as pledgee, without regard to any holding period, manner of sale, volume
limitation, public information or notice requirements; (g) if the undersigned is
a corporation, partnership,


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<PAGE>   4
limited liability company, limited liability partnership or trust, it is duly
organized and validly existing under the laws of the jurisdiction of its
organization. it has full power and authority to execute, deliver and perform
this Agreement, the execution, delivery and performance have been duly
authorized, will not conflict with any provisions of its governing instruments
and the Agreement is a legal, valid and binding obligation of the undersigned,
enforceable against it is accordance with its terms.

      7. DEFAULT.

      Each of the following is a default ("Default"):

      (i) any sum payable on any of the Liabilities is not paid when due; (ii)
any representation and warranty of the undersigned or any party liable on or for
any of the Liabilities (including but not limited to the Obligor, a "Liability
Party") in this Agreement or in any Liability Document shall prove to have been
incorrect in any material respect on or after the date hereof; (iii) the
undersigned or any Liability Party fails to perform or observe any term,
covenant, or condition under this Agreement or under any Liability Document;
(iv) any indebtedness of the undersigned or any Liability Party or interest or
premium thereon is not paid when due (whether by scheduled maturity,
acceleration, demand or otherwise); (v) the undersigned or any Liability Party:
(a) is generally not, or is unable to, or admits in writing its inability to,
pay its debts as its debts become due; (b) makes an assignment for the benefit
or creditors, or petitions or applies to any tribunal for the appointment of a
custodian, receiver or trustee for its or a substantial part of its assets; (c)
commences any proceeding under any law relating to bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation; (d) has any such
petition filed, or any such proceeding has been commenced against it, in which
an adjudication is made or order for relief is entered or which remains
undismissed for a period of 30 days; (e) has a receiver, custodian or trustee
appointed for all or a substantial part of its property; or (f) takes any action
effectuating, approving or consenting to any of the events described in this
section (v); (vi) the undersigned or any Liability Party shall die, dissolve or
for any reason cease to be in existence or merge or consolidate; or if the
undersigned or any Liability Party is a partnership, limited liability
partnership or limited liability company, any general partner, partner or
member, respectively, shall die, dissolve or for any reason cease to be in
existence or cease to be a partner or member, as the case may be, or shall merge
or consolidate; (vii) the undersigned or any Liability Party is involved in a
proceeding relating to, or which may result in, a forfeiture of all or a
substantial part of the undersigned's or any Liability Party's assets or a
material judgment is entered against the undersigned or any Liability Party;
(viii) there is, the opinion of the Bank, a material adverse change in the
business, prospects or financial condition of the undersigned or any Liability
Party; THEN, unless and to the extent that the Bank otherwise elects, the Bank
will be entitled to exercise any of the rights and remedies under this
Agreement.

      8. REMEDIES.

      On a Default, the Bank will have the rights and remedies under the UCC and
the other rights granted to the Bank under this Agreement and may exercise its
rights without regard to any premium or penalty from liquidation of any
Collateral and without regard to the undersigned's basis or holding period for
any Collateral.

      The Bank may sell in the Borough of Manhattan, New York City, or
elsewhere, in one or more sales or parcels, at the price as the Bank deems best,
for cash or on credit or for other property, for immediate or future delivery,
any item of the Collateral, at any broker's board or at public or private sale,
in any reasonable manner permissible under the UCC (except that, to the extent
permissible under the UCC, the undersigned waives any requirements of the UCC)
and the Bank or anyone else may be the purchaser of the Collateral and hold it
free from any claim or right including, without limitation, any equity of
redemption of the undersigned, which right the undersigned expressly waives.

      The Bank may also, in its sole discretion: (i) convert any part of the
Collateral Currency into the Liability Currency; (ii) hold any monies or
proceeds representing the Collateral in a cash collateral account in the
Liability


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<PAGE>   5
Currency or other currency that the Bank reasonably selects; (iii) invest such
monies or proceeds on behalf of the undersigned; and (iv) apply any portion of
the Collateral, first, to all costs and expenses of the Bank, second, to the
payment of interest on the Liabilities and any fees or commissions to which the
Bank may be entitled, third, to the payment of principal of the Liabilities,
whether or not then due, and fourth, to the undersigned.

      The undersigned will pay to the Bank all expenses (including reasonable
attorneys' fees and legal expenses incurred by the Bank and the allocated costs
of its in-house counsel) in connection with the exercise of any of the Bank's
rights or obligations under this Agreement or the Liability Documents. The
undersigned will take any action requested by the Bank to allow it to sell or
dispose of the Collateral. Notwithstanding that the Bank may continue to hold
Collateral and regardless of the value of the Collateral, the applicable
Liability Party will remain liable for the payment in full of any unpaid balance
of the Liabilities.

      9. JURISDICTION.

      The undersigned consents to the non-exclusive jurisdiction of the State
and Federal courts sitting in the City of New York and agrees that suit may be
brought against the undersigned in those courts or in any other jurisdiction
where the undersigned or any of its assets may be found, and the undersigned
irrevocably submits to the Jurisdiction of those courts. The undersigned
consents to the service of process by mailing copies of process to the
undersigned at its most recent mailing address in the records of the Bank. The
undersigned further agrees that any action or proceeding brought against the
Bank may be brought only in a New York State or United States Federal court
sitting in New York County.

      The undersigned agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit or proceeding in such state and hereby waives any defense on the basis of
an inconvenient forum. Nothing herein shall affect the right of the Bank to
serve legal process in any other manner permitted by law or affect the right of
the Bank to bring any action or proceeding against the undersigned or its
property in the courts of any other jurisdiction.

      10. WAIVER OF JURY TRIAL.

      THE UNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

      11. NOTICES.

      Unless otherwise agreed in writing, notices may be given to the Bank and
the undersigned at their telecopier numbers (confirmed by telephone to their
telephone numbers) or addresses listed on the signature page of this Agreement,
or such other telecopier (and telephone) number or addresses communicated in
writing by either party to the other. Notices to the Bank are effective on
receipt.

      12. UNCONDITIONAL OBLIGATIONS.

      The undersigned's obligations under this Agreement are unconditional
without regard to: (i) any lack of validity or enforceability of any of the
Liabilities or any agreement or instrument relating to the Liabilities; (ii) any
change in the time, manner or place of payment of, or in any other term of any
of the Liabilities or any other amendment or waiver of, any agreement or
instrument relating to the Liabilities; (iii) any release, exchange, perfection
or non-perfection of any item of the Collateral or any release or amendment or
waiver of, any guaranty, subordination or other credit support for any of the
Liabilities; (iv) the release or discharge in full or in part of any Obligor;
(v) any other circumstance that might otherwise constitute a defense or
discharge of the Obligor or a guarantor of the Liabilities or a party agreeing
to subordinate its claim to the Liabilities; or (vi) any law, regulation or
order now or later in effect affecting the Liabilities or any agreement or
instrument relating to any of the Liabilities.


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<PAGE>   6
      13. MISCELLANEOUS.

      (a) The Bank may assign any of the Collateral and any of its interests in
this Agreement (and may assign the Liabilities to any party) and will be fully
discharged from all responsibility as to the assigned Collateral. That assignee
will have all the powers and rights of the Bank hereunder, but only as to the
assigned Collateral.

      (b) No amendment or waiver of any provision of this Agreement nor consent
to any departure by the undersigned will be effective unless it is in writing
and signed by the undersigned and the Bank and will be effective only in that
specific instance and for that specific purpose. No failure on the part of the
Bank to exercise, and no delay in exercising, any night will operate as a waiver
or preclude any other or further exercise or the exercise of any other right.

      (c) The rights and remedies in this Agreement are cumulative and not
exclusive of any rights and remedies which the Bank may have under law or under
other agreements or arrangements with the undersigned or any Liability Party.

      (d) The provisions of this Agreement are intended to be severable. If for
any reason any provision of this Agreement is not valid or enforceable in whole
or in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.

      (e) The term "undersigned" will include all signatories, if more than one,
and the terms, covenants and conditions and the representations and warranties
will be joint and several. The term "undersigned" will also include the heirs,
executors, administrators, assigns and successors of the undersigned.

      (f) The undersigned hereby waives presentment, notice of dishonor and
protest of all instruments included in or evidencing the Liabilities or the
Collateral and any other notices and demands, whether or not relating to those
instruments.


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<PAGE>   7
      (g) This Agreement is governed by and construed according to the laws of
the State of New York.

IN WITNESS WHEREOF, the undersigned has signed this Agreement this ___ day of
______, ______.


ACCEPTED:

The Chase Manhattan Bank

By: _________________________________
    Name:
    Title:

ADDRESS FOR NOTICES TO THE BANK:

The Chase Manhattan Bank
1211 Avenue of the Americas
New York, New York 10036
Attn: Amy Bergner
Telecopier:
Telephone:

By: /s/ Roderick L Turner
        Roderick L Turner

Address for notices:

_________________________________
_________________________________
_________________________________
Telecopier:
Telephone:


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<PAGE>   8
                                    EXHIBIT A

                          DESCRIPTION OF THE COLLATERAL

1. DEPOSITS

Type of     Location
Deposit       (NY,
(CD, TD,     IBF-NY,     Contract or       Issue or      Maturity    Principal
  etc.)       etc.)    Certificate No.   Opening Date      Date       Amount
-------       -----    ---------------   ------------      ----       ------
Savings        NY                           9/18/98                   $369M
967311276



2. STOCKS, BONDS AND OTHER INSTRUMENTS AND SECURITIES

Nature of Security                     Number of    Face Amount      Certificate
  or Obligation        Name of Issuer     Units     (if Applicable)      Number
  --------------       --------------     -----     ---------------      ------




3. ALL ASSETS HELD OR TO BE HELD IN THE FOLLOWING CUSTODY OR SUBCUSTODY
ACCOUNTS, SAFEKEEPING ACCOUNTS, INVESTMENT MANAGEMENT ACCOUNTS AND/OR OTHER
ACCOUNT WITH INTERMEDIARY:

Type of Account                  Account Number                  Entity/Location
---------------                  --------------                  ---------------
Custody                             5564870                          Chase/NY


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<PAGE>   9
[LOGO] CHASE


                              COLLATERAL AGREEMENT
                                  [THIRD PARTY]

      In consideration of one of more loans, letters of credit or other
financial accommodations extended by THE CHASE MANHATTAN BANK or any of its
subsidiaries or affiliates (the "Bank"), to Roderick L. Turner and Vincent W.
Goett (the "Obligor") the undersigned and the Bank agree as follows:

      1. DEFINITIONS.

            "Collateral" means: (i) the Deposits, Securities and Account Assets
(as defined below) that are listed on Exhibit A; (ii) all additions to, and
proceeds, renewals, investments, reinvestments and substitutions of, the
foregoing, whether or not listed on Exhibit A; (iii) all certificates, receipts
and other instruments evidencing any of the foregoing. Notwithstanding anything
to the contrary in this Agreement, "Collateral shall not include any securities
issued by an affiliate of the Bank, including any of the VISTA family of funds.

            "Deposits" means the deposits of the undersigned with the Bank
(whether or not held in trust, or in any custody, subcustody, safekeeping,
investment management accounts, or other accounts of the undersigned with the
Bank).

            "Securities" means the stocks, bonds and other instruments and
securities (whether or not held in trust or in any custody, subcustody,
safekeeping, investment management accounts or other accounts of the undersigned
with the Bank or any other custodian, trustee or Clearing System or held by any
party as a financial intermediary or securities intermediary (the
"Intermediary").

            "Account Assets" means all Deposits, Securities, securities
entitlements and any other assets held in trust, or in any custody, subcustody,
safekeeping, investment management accounts, or other accounts of the
undersigned with the Bank or any other custodian, trustee or Clearing System or
held by any Intermediary (all of which shall be considered "financial assets"
under the UCC).

            "Clearing System" means the Depository Trust Company ("DTC") Cedel
Bank, societe anonyme, the Euroclear system and such other clearing or
safekeeping system that may from time to time be used in connection with
transactions relating to or the custody of any Securities, and any depository
for any of the foregoing.

            "Liabilities" means indebtedness, obligations and liabilities of any
kind of the Obligor or of the undersigned to the Bank, now or in the future,
absolute or contingent, direct or indirect, joint or several, due or not due,
arising by operation of law or otherwise, and costs and expenses incurred by the
Bank in connection with the Collateral. this Agreement or any Liability
Document.

            "Liability Document" means any instrument, agreement or document
evidencing or delivered in connection with the Liabilities.

            "UCC" means the Uniform Commercial Code in effect in the State of
New York. Unless the context otherwise requires, all terms used in this
Agreement which are defined in the UCC will have the meanings stated in the UCC.
<PAGE>   10
      2. GRANT OF SECURITY INTEREST.

      As security for the payment of all the Liabilities, the undersigned
pledges, transfers and assigns to the Bank and grants to the Bank a security
interest in and right of setoff against, the Collateral.

      3. AGREEMENTS OF THE UNDERSIGNED AND RIGHTS OF THE BANK.

      The undersigned agrees as follows and irrevocably authorizes the Bank to
exercise the rights listed below, at its option, for its own benefit, either in
its own name or in the name of the undersigned, and appoints the Bank as its
attorney-in-fact to take all action permitted under this Agreement.

      (a) Deposits: The Bank may: (i) renew the Deposits on terms and for
periods the Bank deems appropriate; (ii) demand, collect, and receive payment of
any monies or proceeds due or to become due under the Deposits; (iii) execute
any instruments required for the withdrawal or repayment of the Deposits; (iv)
in all respects deal with the Deposits as the owner; provided that, as to (ii)
through (iv), until the occurrence of a Default, the Bank will only take that
action if, in its judgment, failure to take that action would impair its rights
under this Agreement.

      (b) SECURITIES: The Bank may: (i) transfer to the account of the Bank any
Securities whether in the possession of, or registered in the name of, any
Clearing System or held otherwise; (ii) transfer to the account of the Bank with
any Federal Reserve Bank any Securities held in book entry form with any such
Federal Reserve Bank; and (iii) transfer to the name of the Bank or its nominee
any Securities registered in the name of the undersigned and held by the Bank
and complete and deliver any necessary stock powers or other transfer
instruments; provided that until the occurrence of a Default, the Bank will only
take that action if, in its judgment, failure to take that action would impair
its rights under this Agreement or if such Securities are held in a custody,
investment management or similar account.

      The undersigned grants to the Bank an irrevocable proxy to vote any and
all Securities and give consents, waivers and ratifications in connection with
those Securities; provided that until the occurrence of a Default the Bank will
only take that action if, in its judgment, failure to take that action would
impair its rights under this Agreement.

      All payments, distributions and dividends in securities, property or cash
shall be paid directly to and, at the discretion of the Bank, retained by the
Bank and held by it, until applied as provided in this Agreement, as additional
Collateral; provided that until the occurrence of a Default, interest on
Deposits and cash dividends on Securities paid in the ordinary course will be
paid to the undersigned.

      (c) GENERAL: The Bank may, in its name, or in the name of the undersigned:
(i) execute and file financing statements under the UCC or any other filings or
notices necessary or desirable to create, perfect or preserve its security
interest, all without notice (except as required by applicable law and not
waivable) and without liability except to account for property actually received
by it; (ii) demand, sue for, collect or receive any money or property at any
time payable or receivable on account of or in exchange for, or make any
compromise or settlement deemed desirable with respect to, any item of the
Collateral (but shall be under no obligation to do so); (iii) make any
notification (to the issuer of any certificate or Security, or otherwise,
including giving any notice of exclusive control to the Intermediary) or take
any other action in connection with the perfection or preservation of its
security interest or any enforcement of remedies, and retain any documents
evidencing the title of the undersigned to any item of the Collateral; (iv)
issue entitlement orders with respect to any of the Collateral.


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<PAGE>   11
      The undersigned agrees that it will not file or permit to be filed any
financing or like statement with respect to the Collateral in which the Bank is
not named as the sole secured party, consent or be a party to any securities
account control agreement or other similar agreement with any Intermediary (an
"Account Control Agreement") to which the Bank is not also a party or sell,
assign, or otherwise dispose of, grant any option with respect to, or pledge, or
otherwise encumber the Collateral. At the request of the Bank the undersigned
agrees to do all other things which the Bank may deem necessary or advisable in
order to perfect and preserve the security interest and to give effect to the
rights granted to the Bank under this Agreement or enable the Bank to comply
with any applicable laws or regulations. Notwithstanding the foregoing, the Bank
does not assume any duty with respect to the Collateral and is not required to
take any action to collect, preserve or protect its or the undersigned's rights
in any item of the Collateral. The undersigned releases the Bank and agrees to
hold the Bank harmless from any claims, causes of action and demands at any time
arising with respect to this Agreement, the use or disposition of any item of
the Collateral or any action taken or omitted to be taken by the Bank with
respect thereto.

      The rights granted to the Bank pursuant to this Agreement are in addition
to the rights granted to the Bank in any custody, investment management, trust,
Account Control Agreement or similar agreement. In case of conflict between the
provisions of this Agreement and of any other such agreement, the provisions of
this Agreement will prevail.

      4. LOAN VALUE OF THE COLLATERAL.

      The undersigned agrees that at all times the amount of the Liabilities may
not exceed the aggregate Loan Value of the Collateral. The undersigned will, at
the Bank's option, either supplement the Collateral or make, OR CAUSE TO BE
MADE, any payment under the Liabilities to the extent necessary to ensure
compliance with this provision or the Bank may liquidate Collateral to the
extent necessary to ensure compliance with this provision. "Loan Value" means
the value assigned by the Bank from time to time, in its sole reasonable
discretion, to each item of the Collateral.

      5. CURRENCY CONVERSION.

      For calculation purposes, any currency in which the Collateral is
denominated (the "Collateral Currency") will be converted into the currency of
the Liabilities (the "Liability Currency") at the spot rate of exchange for the
purchase of the Liability Currency with the Collateral Currency quoted by the
Bank at such place as the Bank deems appropriate (or, if no such rate is quoted
on any relevant date, estimated by the Bank on the basis of the Bank's last
quoted spot rate) or another prevailing rate that the Bank deems more
appropriate.

      6. REPRESENTATIONS AND WARRANTIES.

      The undersigned represents and warrants: (a) the undersigned is the sole
owner of the Collateral; (b) the Collateral is free of all encumbrances except
for the security interest in favor of the Bank created by this Agreement; (c) no
authorizations, consents or approvals and no notice to or filing with any
governmental authority or regulatory body is required for the execution and
delivery of this Agreement or the exercise by the Bank of its rights and
remedies; (d) the execution, delivery and performance of this Agreement will not
violate any provisions of applicable law, regulation or order and will not
result in the breach of, or constitute a default, or require any consent under,
any agreement, instrument or document to which the undersigned is a party or by
which it or any of its property may be bound or affected; (e) as to Deposits and
Account Assets, the undersigned has not withdrawn, canceled, been repaid or
redeemed all or any part of any Deposits or Account Assets and there is no such
pending application; (f) as to Securities, the Securities have been duly
authorized and are fully paid and non-assessable, there are no restrictions on
pledge of the Securities by the undersigned nor on sale of the Securities by the
Bank (whether pursuant to securities laws or regulations or shareholder, lock-up
or other similar agreements) and the Securities are fully marketable by the Bank
as pledgee, without regard to any holding period, manner of sale, volume
limitation, public information or notice requirements; (g) if the undersigned is
a corporation, partnership,


                                        3
<PAGE>   12
limited liability company, limited liability partnership or trust, it is duly
organized and validly existing under the laws of the jurisdiction of its
organization, it has full power and authority to execute, deliver and perform
this Agreement, the execution, delivery and performance have been duly
authorized, will not conflict with any provisions of its governing instruments
and the Agreement is a legal, valid and binding obligation of the undersigned,
enforceable against it is accordance with its terms.

      7. DEFAULT.

      Each of the following is a default ("Default"):

      (i) any sum payable on any of the Liabilities is not paid when due; (ii)
any representation and warranty of the undersigned or any party liable on or for
any of the Liabilities (including but not limited to the Obligor, a "Liability
Party") in this Agreement or in any Liability Document shall prove to have been
incorrect in any material respect on or after the date hereof, (iii) the
undersigned or any Liability Party fails to perform or observe any term,
covenant, or condition under this Agreement or under any Liability Document;
(iv) any indebtedness of the undersigned or any Liability Party or interest or
premium thereon is not paid when due (whether by scheduled maturity,
acceleration, demand or otherwise); (v) the undersigned or any Liability Party:
(a) is generally not, or is unable to, or admits in writing its inability to,
pay its debts as its debts become due; (b) makes an assignment for the benefit
or creditors, or petitions or applies to any tribunal for the appointment of a
custodian, receiver or trustee for its or a substantial part of its assets; (c)
commences any proceeding under any law relating to bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation; (d) has any such
petition filed, or any such proceeding has been commenced against it, in which
an adjudication is made or order for relief is entered or which remains
undismissed for a period of 30 days; (e) has a receiver, custodian or trustee
appointed for all or a substantial part of its property; or (f) takes any action
effectuating, approving or consenting to any of the events described in this
section (v); (vi) the undersigned or any Liability Party shall die, dissolve or
for any reason cease to be in existence or merge or consolidate; or if the
undersigned or any Liability Party is a partnership, limited liability
partnership or limited liability company, any general partner, partner or
member, respectively, shall die, dissolve or for any reason cease to be in
existence or cease to be a partner or member, as the case may be, or shall merge
or consolidate; (vii) the undersigned or any Liability Party is involved in a
proceeding relating to, or which may result in, a forfeiture of all or a
substantial part of the undersigned's or any Liability Party's assets or a
material judgment is entered against the undersigned or any Liability Party;
(viii) there is, in the opinion of the Bank, a material adverse change in the
business, prospects or financial condition of the undersigned or any Liability
Party; THEN, unless and to the extent that the Bank otherwise elects, the Bank
will be entitled to exercise any of the rights and remedies under this
Agreement.

      8. REMEDIES.

      On a Default, the Bank will have the rights and remedies under the UCC and
the other rights granted to the Bank under this Agreement and may exercise its
rights without regard to any premium or penalty from liquidation of any
Collateral and without regard to the undersigned's basis or holding period for
any Collateral.

      The Bank may sell in the Borough of Manhattan, New York City, or
elsewhere, in one or more sales or parcels, at the price as the Bank deems best,
for cash or on credit or for other property, for immediate or future delivery,
any item of the Collateral, at any broker's board or at public or private sale,
in any reasonable manner permissible under the UCC (except that, to the extent
permissible under the UCC, the undersigned waives any requirements of the UCC)
and the Bank or anyone else may be the purchaser of the Collateral and hold it
free from any claim or right including, without limitation, any equity of
redemption of the undersigned, which right the undersigned expressly waives.

      The Bank may also, in its sole discretion: (i) convert any part of the
Collateral Currency into the Liability Currency; (ii) hold any monies or
proceeds representing the Collateral in a cash collateral account in the
Liability


                                        4
<PAGE>   13
Currency or other currency that the Bank reasonably selects; (iii) invest such
monies or proceeds on behalf of the undersigned; and (iv) apply any portion of
the Collateral, first, to all costs and expenses of the Bank, second, to the
payment of interest on the Liabilities and any fees or commissions to which the
Bank may be entitled, third, to the payment of principal of the Liabilities,
whether or not then due, and fourth, to the undersigned.

      The undersigned will pay to the Bank all expenses (including reasonable
attorneys' fees and legal expenses incurred by the Bank and the allocated costs
of its in-house counsel) in connection with the exercise of any of the Bank's
rights or obligations under this Agreement or the Liability Documents. The
undersigned will take any action requested by the Bank to allow it to sell or
dispose of the Collateral. Notwithstanding that the Bank may continue to hold
Collateral and regardless of the value of the Collateral, the applicable
Liability Party will remain liable for the payment in full of any unpaid balance
of the Liabilities.

      9. JURISDICTION.

      The undersigned consents to the non-exclusive jurisdiction of the State
and Federal courts sitting in the City of New York and agrees that suit may be
brought against the undersigned in those courts or in any other jurisdiction
where the undersigned or any of its assets may be found, and the undersigned
irrevocably submits to the jurisdiction of those courts. The undersigned
consents to the service of process by mailing copies of process to the
undersigned at its most recent mailing address in the records of the Bank. The
undersigned further agrees that any action or proceeding brought against the
Bank may be brought only in a New York State or United States Federal court
sitting in New York County.

      The undersigned agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit or proceeding in such state and hereby waives any defense on the basis of
an inconvenient forum. Nothing herein shall affect the right of the Bank to
serve legal process in any other manner permitted by law or affect the right of
the Bank to bring any action or proceeding against the undersigned or its
property in the courts of any other jurisdiction.

      10. WAIVER OF JURY TRIAL.

      THE UNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

      11. NOTICES.

      Unless otherwise agreed in writing, notices may be given to the Bank and
the undersigned at their telecopier numbers (confirmed by telephone to their
telephone numbers) or addresses listed on the signature page of this Agreement,
or such other telecopier (and telephone) number or addresses communicated in
writing by either party to the other. Notices to the Bank are effective on
receipt.

      12. UNCONDITIONAL OBLIGATIONS.

      The undersigned's obligations under this Agreement are unconditional
without regard to: (i) any lack of validity or enforceability of any of the
Liabilities or any agreement or instrument relating to the Liabilities; (ii) any
change in the time, manner or place of payment of, or in any other term of any
of the Liabilities or any other amendment or waiver of, any agreement or
instrument relating to the Liabilities; (iii) any release, exchange, perfection
or non-perfection of any item of the Collateral or any release or amendment or
waiver of, any guaranty, subordination or other credit support for any of the
Liabilities; (iv) the release or discharge in full or in part of any Obligor;
(v) any other circumstance that might otherwise constitute a defense or
discharge of the Obligor or a guarantor of the Liabilities or a party agreeing
to subordinate its claim to the Liabilities; or (vi) any law, regulation or
order now or later in effect affecting the Liabilities or any agreement or
instrument relating to any of the Liabilities.


                                        5
<PAGE>   14
      13. MISCELLANEOUS.

      (a) The Bank may assign any of the Collateral and any of its interests in
this Agreement (and may assign the Liabilities to any party) and will be fully
discharged from all responsibility as to the assigned Collateral. That assignee
will have all the powers and rights of the Bank hereunder, but only as to the
assigned Collateral.

      (b) No amendment or waiver of any provision of this Agreement nor consent
to any departure by the undersigned will be effective unless it is in writing
and signed by the undersigned and the Bank and will be effective only in that
specific instance and for that specific purpose. No failure on the part of the
Bank to exercise, and no delay in exercising, any right will operate as a waiver
or preclude any other or further exercise or the exercise of any other right.

      (c) The rights and remedies in this Agreement are cumulative and not
exclusive of any rights and remedies which the Bank may have under law or under
other agreements or arrangements with the undersigned or any Liability Party.

      (d) The provisions of this Agreement are intended to be severable. If for
any reason any provision of this Agreement is not valid or enforceable in whole
or in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.

      (e) The term "undersigned" will include all signatories, if more than one,
and the terms, covenants and conditions and the representations and warranties
will be joint and several. The term "undersigned" will also include the heirs,
executors, administrators, assigns and successors of the undersigned.

      (f) The undersigned hereby waives presentment, notice of dishonor and
protest of all instruments included in or evidencing the Liabilities or the
Collateral and any other notices and demands, whether or not relating to those
instruments.


                                        6
<PAGE>   15
      (g) This Agreement is governed by and construed according to the laws of
the State of New York.

IN WITNESS WHEREOF, the undersigned has signed this Agreement this ___ day of
______, ______.

ACCEPTED:

The Chase Manhattan Bank

By: ___________________________
    Name:
    Title:

ADDRESS FOR NOTICES TO THE BANK:

The Chase Manhattan Bank
1211 Avenue of the Americas
New York, New York 10036
Attn: Amy Bergner
Telecopier:
Telephone:

By: /s/ Terry C. Turner
        Terry C. Turner

Address for notices:

___________________________
___________________________
___________________________
Telecopier:
Telephone:


                                        7
<PAGE>   16
                                    EXHIBIT A

                          DESCRIPTION OF THE COLLATERAL

1. DEPOSITS

Type of    Location
Deposit      (NY,
(CD, TD,    IBF-NY,     Contract or        Issue or     Maturity     Principal
  etc.)      etc.)     Certificate No.   Opening Date     Date         Amount
  -----      -----     ---------------   ------------     ----         ------
Savings       NY                            9/18/98                    $386M
967311284


2. STOCKS, BONDS AND OTHER INSTRUMENTS AND SECURITIES

Nature of Security                    Number of       Face Amount    Certificate
  or Obligation      Name of Issuer     Units       (if Applicable)     Number
  -------------      --------------     -----       ---------------     ------




3. ALL ASSETS HELD OR TO BE HELD IN THE FOLLOWING CUSTODY OR SUBCUSTODY
ACCOUNTS, SAFEKEEPING ACCOUNTS, INVESTMENT MANAGEMENT ACCOUNTS AND/OR OTHER
ACCOUNT WITH INTERMEDIARY:

  Type of Account                Account Number              Entity/Location
  ---------------                 --------------              ---------------


                                        8
<PAGE>   17
[LOGO] CHASE

                              COLLATERAL AGREEMENT
                                  [THIRD PARTY]

      In consideration of one of more loans, letters of credit or other
financial accommodations extended by THE CHASE MANHATTAN BANK or any of its
subsidiaries or affiliates (the "Bank"), to Roderick L. Turner and Vincent W.
Goett (the "Obligor") the undersigned and the Bank agree as follows:

      1. DEFINITIONS.

            "Collateral" means: (i) the Deposits, Securities and Account Assets
(as defined below) that are listed on Exhibit A; (ii) all additions to, and
proceeds, renewals, investments, reinvestments and substitutions of, the
foregoing, whether or not listed on Exhibit A; (iii) all certificates, receipts
and other instruments evidencing any of the foregoing. Notwithstanding anything
to the contrary in this Agreement, "Collateral shall not include any securities
issued by an affiliate of the Bank, including any of the VISTA family of funds.

            "Deposits" means the deposits of the undersigned with the Bank
(whether or not held in trust, or in any custody, subcustody, safekeeping,
investment management accounts, or other accounts of the undersigned with the
Bank).

            "Securities" means the stocks, bonds and other instruments and
securities (whether or not held in trust, or in any custody, subcustody,
safekeeping, investment management accounts or other accounts of the undersigned
with the Bank or any other custodian, trustee or Clearing System or held by any
party as a financial intermediary or securities intermediary (the
"Intermediary").

            "Account Assets" means all Deposits, Securities, securities
entitlements and any other assets held in trust, or in any custody, subcustody,
safekeeping investment, management accounts, or other accounts of the
undersigned with the Bank or any other custodian, trustee or Clearing System or
held by any Intermediary (all of which shall be considered "financial assets"
under the UCC).

            "Clearing System" means the Depository Trust Company ("DTC") Cedel
Bank, societe anoyme, the Euroclear system and such other clearing or
safekeeping system that may from time to time be used in connection with
transactions relating to or the custody of any Securities, and any depository
for any of the foregoing.

            "Liabilities" means indebtedness, obligations and liabilities of any
kind of the Obligor or of the undersigned to the Bank, now or in the future,
absolute or contingent, direct or indirect, joint or several, due or not due,
arising by operation of law or otherwise, and costs and expenses incurred by the
Bank in connection with the Collateral, this Agreement or any Liability
Document.

            "Liability Document" means any instrument, agreement or document
evidencing or delivered in connection with the Liabilities.

            "UCC" means the Uniform Commercial Code in effect in the State of
New York. Unless the context otherwise requires, all terms used in this
Agreement which are defined in the UCC will have the meanings stated in the UCC.
<PAGE>   18
      2. GRANT OF SECURITY INTEREST.

      As security for the payment of all the Liabilities, the undersigned
pledges, transfers and assigns to the Bank and grants to the Bank a security
interest in and right of setoff against, the Collateral.

      3. AGREEMENTS OF THE UNDERSIGNED AND RIGHTS OF THE BANK.

      The undersigned agrees as follows and irrevocably authorizes the Bank to
exercise the rights listed below, at its option, for its own benefit, either in
its own name or in the name of the undersigned, and appoints the Bank as its
attorney-in-fact to take all action permitted under this Agreement.

      (a) DEPOSITS: The Bank may: (i) renew the Deposits on terms and for
periods the Bank deems appropriate; (ii) demand, collect, and receive payment of
any monies or proceeds due or to become due under the Deposits; (iii) execute
any instruments required for the withdrawal or repayment of the Deposits; (iv)
in all respects deal with the Deposits as the owner; provided that, as to (ii)
through (iv), until the occurrence of a Default, the Bank will only take that
action if, in its Judgment, failure to take that action would impair its rights
under this Agreement.

      (b) SECURITIES: The Bank may: (i) transfer to the account of the Bank any
Securities whether in the possession of, or registered in the name of, any
Clearing System or held otherwise; (ii) transfer to the account of the Bank with
any Federal Reserve Bank any Securities held in book entry form with any such
Federal Reserve Bank; and (iii) transfer to the name of the Bank or its nominee
any Securities registered in the name of the undersigned and held by the Bank
and complete and deliver any necessary stock powers or other transfer
instruments; provided that until the occurrence of a Default, the Bank will only
take that action if, in its judgment, failure to take that action would impair
its rights under this Agreement or if such Securities are held in a custody,
investment management or similar account.

      The undersigned grants to the Bank an irrevocable proxy to vote any and
all Securities and give consents, waivers and ratifications in connection with
those Securities; provided that until the occurrence of a Default the Bank will
only take that action if, in its judgment, failure to take that action would
impair its rights under this Agreement.

      All payments, distributions and dividends in securities, property or cash
shall be paid directly to and, at the discretion of the Bank, retained by the
Bank and held by it, until applied as provided in this Agreement, as additional
Collateral; provided that until the occurrence of a Default, interest on
Deposits and cash dividends on Securities paid in the ordinary course will be
paid to the undersigned.

      (c) GENERAL: The Bank may, in its name, or in the name of the undersigned:
(i) execute and file financing statements under the UCC or any other filings or
notices necessary or desirable to create, perfect or preserve its security
interest, all without notice (except as required by applicable law and not
waivable) and without liability except to account for property actually received
by it; (ii) demand, sue for, collect or receive any money or property at any
time payable or receivable on account of or in exchange for, or make any
compromise or settlement deemed desirable with respect to, any item of the
Collateral (but shall be under no obligation to do so); (iii) make any
notification (to the issuer of any certificate or Security, or otherwise,
including giving any notice of exclusive control to the Intermediary) or take
any other action in connection with the perfection or preservation of its
security interest or any enforcement of remedies, and retain any documents
evidencing the title of the undersigned to any item of the Collateral; (iv)
issue entitlement orders with respect to any of the Collateral.


                                        2
<PAGE>   19
      The undersigned agrees that it will not file or permit to be filed any
financing or like statement with respect to the Collateral in which the Bank is
not named as the sole secured party, consent or be a party to any securities
account control agreement or other similar agreement with any Intermediary (an
"Account Control Agreement") to which the Bank is not also a party or sell,
assign, or otherwise dispose of, grant any option with respect to, or pledge, or
otherwise encumber the Collateral. At the request of the Bank the undersigned
agrees to do all other things which the Bank may deem necessary or advisable in
order to perfect and preserve the security interest and to give effect to the
rights granted to the Bank under this Agreement or enable the Bank to comply
with any applicable laws or regulations. Notwithstanding the foregoing, the Bank
does not assume any duty with respect to the Collateral and is not required to
take any action to collect, preserve or protect its or the undersigned's rights
in any item of the Collateral. The undersigned releases the Bank and agrees to
hold the Bank harmless from any claims, causes of action and demands at any time
arising with respect to this Agreement, the use or disposition of any item of
the Collateral or any action taken or omitted to be taken by the Bank with
respect thereto.

      The rights granted to the Bank pursuant to this Agreement are in addition
to the rights granted to the Bank in any custody, investment management, trust,
Account Control Agreement or similar agreement. In case of conflict between the
provisions of this Agreement and of any other such agreement, the provisions of
this Agreement will prevail.

      4. LOAN VALUE OF THE COLLATERAL.

      The undersigned agrees that at all times the amount of the Liabilities may
not exceed the aggregate Loan Value of the Collateral. The undersigned will, at
the Bank's option, either supplement the Collateral or make, OR CAUSE TO BE
MADE, any payment under the Liabilities to the extent necessary to ensure
compliance with this provision or the Bank may liquidate Collateral to the
extent necessary to ensure compliance with this provision. "Loan Value" means
the value assigned by the Bank from time to time, in its sole reasonable
discretion, to each item of the Collateral.

      5. CURRENCY CONVERSION.

      For calculation purposes, any currency in which the Collateral is
denominated (the "Collateral Currency") will be converted into the currency of
the Liabilities (the "Liability Currency") at the spot rate of exchange for the
purchase of the Liability Currency with the Collateral Currency quoted by the
Bank at such place as the Bank deems appropriate (or, if no such rate is quoted
on any relevant date, estimated by the Bank on the basis of the Bank's last
quoted spot rate) or another prevailing rate that the Bank deems more
appropriate.

      6. REPRESENTATIONS AND WARRANTIES.

      The undersigned represents and warrants: (a) the undersigned is the sole
owner of the Collateral; (b) the Collateral is free of all encumbrances except
for the security interest in favor of the Bank created by this Agreement; (c) no
authorizations, consents or approvals and no notice to or filing with any
governmental authority or regulatory body is required for the execution and
delivery of this Agreement or the exercise by the Bank of its rights and
remedies; (d) the execution, delivery and performance of this Agreement will not
violate any provisions of applicable law, regulation or order and will not
result in the breach of, or constitute a default, or require any consent under,
any agreement, instrument or document to which the undersigned is a party or by
which it or any of its property may be bound or affected; (e) as to Deposits and
Account Assets, the undersigned has not withdrawn, canceled, been repaid or
redeemed all or any part of any Deposits or Account Assets and there is no such
pending application; (f) as to Securities, the Securities have been duly
authorized and are fully paid and non-assessable, there are no restrictions on
pledge of the Securities by the undersigned nor on sale of the Securities by the
Bank (whether pursuant to securities laws or regulations or shareholder, lock-up
or other similar agreements) and the Securities are fully marketable by the Bank
as pledgee, without regard to any holding period, manner of sale, volume
limitation, public information or notice requirements; (g) if the undersigned is
a corporation, partnership,


                                        3
<PAGE>   20
limited liability company, limited liability partnership or trust, it is duly
organized and validly existing under the laws of the jurisdiction of its
organization, it has full power and authority to execute, deliver and perform
this Agreement, the execution, delivery and performance have been duly
authorized, will not conflict with any provisions of its governing instruments
and the Agreement is a legal, valid and binding obligation of the undersigned,
enforceable against it is accordance with its terms.

      7. DEFAULT.

      Each of the following is a default ("Default"):

      (i) any sum payable on any of the Liabilities is not paid when due; (ii)
any representation and warranty of the undersigned or any party liable on or for
any of the Liabilities (including but not limited to the Obligor, a "Liability
Party") in this Agreement or in any Liability Document shall prove to have been
incorrect in any material respect on or after the date hereof; (iii) the
undersigned or any Liability Party fails to perform or observe any term,
covenant, or condition under this Agreement or under any Liability Document;
(iv) any indebtedness of the undersigned or any Liability Party or interest or
premium thereon is not paid when due (whether by scheduled maturity,
acceleration, demand or otherwise); (v) the undersigned or any Liability Party:
(a) is generally not, or is unable to, or admits in writing its inability to,
pay its debts as its debts become due; (b) makes an assignment for the benefit
or creditors, or petitions or applies to any tribunal for the appointment of a
custodian, receiver or trustee for its or a substantial part of its assets; (c)
commences any proceeding under any law relating to bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation; (d) has any such
petition filed, or any such proceeding has been commenced against it, in which
an adjudication is made or order for relief is entered or which remains
undismissed for a period of 30 days; (e) has a receiver, custodian or trustee
appointed for all or a substantial part of its property; or (f) takes any action
effectuating, approving or consenting to any of the events described in this
section (v); (vi) the undersigned or any Liability Party shall die, dissolve or
for any reason cease to be in existence or merge or consolidate; or if the
undersigned or any Liability Party is a partnership, limited liability
partnership or limited liability company, any general partner, partner or
member, respectively, shall die, dissolve or for any reason cease to be in
existence or cease to be a partner or member, as the case may be, or shall merge
or consolidate; (vii) the undersigned or any Liability Party is involved in a
proceeding relating to, or which may result in, a forfeiture of all or a
substantial part of the undersigned's or any Liability Party's assets or a
material judgement is entered against the undersigned or any Liability Party;
(viii) there is, in the opinion of the Bank, a material adverse change in the
business, prospects or financial condition of the undersigned or any Liability
Party; THEN, unless and to the extent that the Bank otherwise elects, the Bank
will be entitled to exercise any of the rights and remedies under this
Agreement.

      8. REMEDIES.

      On a Default, the Bank will have the rights and remedies under the UCC and
the other rights granted to the Bank under this Agreement and may exercise its
rights without regard to any premium or penalty from liquidation of any
Collateral and without regard to the undersigned's basis or holding period for
any Collateral.

      The Bank may sell in the Borough of Manhattan, New York City, or
elsewhere, in one or more sales or parcels, at the price as the Bank deems best,
for cash or on credit or for other property, for immediate or future delivery,
any item of the Collateral, at any broker's board or at public or private sale,
in any reasonable manner permissible under the UCC (except that, to the extent
permissible under the UCC, the undersigned waives any requirements of the UCC)
and the Bank or anyone else may be the purchaser of the Collateral and hold it
free from any claim or right including, without limitation, any equity of
redemption of the undersigned, which right the undersigned expressly waives.

      The Bank may also, in its sole discretion: (i) convert any part of the
Collateral Currency into the Liability Currency; (ii) hold any monies or
proceeds representing the Collateral in a cash collateral account in the
Liability


                                        4
<PAGE>   21
Currency or other currency that the Bank reasonably selects; (iii) invest such
monies or proceeds on behalf of the undersigned; and (iv) apply any portion of
the Collateral, first, to all costs and expenses of the Bank, second, to the
payment of interest on the Liabilities and any fees or commissions to which the
Bank may be entitled, third, to the payment of principal of the Liabilities,
whether or not then due, and fourth, to the undersigned.

      The undersigned will pay to the Bank all expenses (including reasonable
attorneys' fees and legal expenses incurred by the Bank and the allocated costs
of its in-house counsel) in connection with the exercise of any of the Bank's
rights or obligations under this Agreement or the Liability Documents. The
undersigned will take any action requested by the Bank to allow it to sell or
dispose of the Collateral. Notwithstanding that the Bank may continue to hold
Collateral and regardless of the value of the Collateral, the applicable
Liability Party will remain liable for the payment in full of any unpaid balance
of the Liabilities.

      9. JURISDICTION.

      The undersigned consents to the non-exclusive jurisdiction of the State
and Federal courts sitting in the City of New York and agrees that suit may be
brought against the undersigned in those courts or in any other jurisdiction
where the undersigned or any of its assets may be found, and the undersigned
irrevocably submits to the jurisdiction of those courts. The undersigned
consents to the service of process by mailing copies of process to the
undersigned at its most recent mailing address in the records of the Bank. The
undersigned further agrees that any action or proceeding brought against the
Bank may be brought only in a New York State or United States Federal court
sitting in New York County.

      The undersigned agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit or proceeding in such state and hereby waives any defense on the basis of
an inconvenient forum. Nothing herein shall affect the right of the Bank to
serve legal process in any other manner permitted by law or affect the right of
the Bank to bring any action or proceeding against the undersigned or its
property in the courts of any other jurisdiction.

      10. WAIVER OF JURY TRIAL.

      THE UNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

      11. NOTICES.

      Unless otherwise agreed in writing, notices may be given to the Bank and
the undersigned at their telecopier numbers (confirmed by telephone to their
telephone numbers) or addresses listed on the signature page of this Agreement,
or such other telecopier (and telephone) number or addresses communicated in
writing by either party to the other. Notices to the Bank are effective on
receipt.

      12. UNCONDITIONAL OBLIGATIONS.

      The undersigned's obligations under this Agreement are unconditional
without regard to: (i) any lack of validity or enforceability of any of the
Liabilities or any agreement or instrument relating to the Liabilities; (ii) any
change in the time, manner or place of payment of, or in any other term of any
of the Liabilities or any other amendment or waiver of, any agreement or
instrument relating to the Liabilities; (iii) any release, exchange, perfection
or non-perfection of any item of the Collateral or any release or amendment or
waiver of, any guaranty, subordination or other credit support for any of the
Liabilities; (iv) the release or discharge in full or in part of any Obligor;
(v) any other circumstance that might otherwise constitute a defense or
discharge of the Obligor or a guarantor of the Liabilities or a party agreeing
to subordinate its claim to the Liabilities; or (vi) any law, regulation or
order now or later in effect affecting the Liabilities or any agreement or
instrument relating to any of the Liabilities.


                                        5
<PAGE>   22
      13. Miscellaneous.

      (a) The Bank may assign any of the Collateral and any of its interests in
this Agreement (and may assign the Liabilities to any party) and will be fully
discharged from all responsibility as to the assigned Collateral. That assignee
will have all the powers and rights of the Bank hereunder, but only as to the
assigned Collateral.

      (b) No amendment or waiver of any provision of this Agreement nor consent
to any departure by the undersigned will be effective unless it is in writing
and signed by the undersigned and the Bank and will be effective only in that
specific instance and for that specific purpose. No failure on the part of the
Bank to exercise, and no delay in exercising, any right will operate as a waiver
or preclude any other or further exercise or the exercise of any other right.

      (c) The rights and remedies in this Agreement are cumulative and not
exclusive of any rights and remedies which the Bank may have under law or under
other agreements or arrangements with the undersigned or any Liability Party.

      (d) The provisions of this Agreement are intended to be severable. If for
any reason any provision of this Agreement is not valid or enforceable in whole
or in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.

      (e) The term "undersigned" will include all signatories, if more than one,
and the terms, covenants and conditions and the representations and warranties
will be joint and several. The term "undersigned" will also include the heirs,
executors, administrators, assigns and successors of the undersigned.

      (f) The undersigned hereby waives presentment, notice of dishonor and
protest of all instruments included in or evidencing the Liabilities or the
Collateral and any other notices and demands, whether or not relating to those
instruments.


                                        6
<PAGE>   23
      (g) This Agreement is governed by and construed according to the laws of
the State of New York.


IN WITNESS WHEREOF, the undersigned has signed this Agreement this ___ day of
______, ______.

ACCEPTED:

The Chase Manhattan Bank

By: __________________________________
    Name:
    Title:

ADDRESS FOR NOTICES TO THE BANK:

The Chase Manhattan Bank
1211 Avenue of the Americas
New York, New York 10036
Attn: Amy Bergner
Telecopier:
Telephone:

By: /s/ T. Valdetaire Turner
        T. Valdetaire Turner

Address for notices:

__________________________________
__________________________________
__________________________________
Telecopier:
Telephone:


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<PAGE>   24
                                    EXHIBIT A

                          DESCRIPTION OF THE COLLATERAL

1. DEPOSITS

Type of     Location
Deposit       (NY,
(CD, TD,     IBF-NY,     Contract or          Issue or     Maturity   Principal
  etc.)       etc.)      Certificate No.    Opening Date     Date       Amount
  -----       -----      ---------------    ------------     ----       ------



2. STOCKS, BONDS AND OTHER INSTRUMENTS AND SECURITIES

Nature of Security                    Number of       Face Amount    Certificate
  or Obligation      Name of Issuer     Units       (if Applicable)    Number
  -------------      --------------     -----       ---------------    ------




3. ALL ASSETS HELD OR TO BE HELD IN THE FOLLOWING CUSTODY OR SUBCUSTODY
ACCOUNTS, SAFEKEEPING ACCOUNTS, INVESTMENT MANAGEMENT ACCOUNTS AND/OR OTHER
ACCOUNT WITH INTERMEDIARY:

Type of Account                  Account Number                  Entity/Location
---------------                  --------------                  ---------------
   Custody                          5402671                         Chase/NY


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