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                                                                    EXHIBIT 10.8


                             STOCK PLEDGE AGREEMENT

                  THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement") is
executed as of December 15, 1997 by and between Scotsman Industries, Inc.
("Pledgor") and The First National Bank of Chicago, as Agent.

                              W I T N E S S E T H:

                  WHEREAS, Scotsman Group Inc., certain other borrowers named
therein, Scotsman Industries, Inc., the lenders parties thereto (the "Lenders")
and The First National Bank of Chicago, as Agent, have entered into that certain
Credit Agreement, dated as of March 12, 1997, as amended by that certain First
Amendment to Credit Agreement, dated as of March 24, 1997, that certain Second
Amendment to Credit Agreement, dated as of June 30, 1997 and that certain Third
Amendment to Credit Agreement, dated as of December 15, 1997 (the "Third
Amendment")(as amended and as further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"); and

                  WHEREAS, the execution and delivery of this Pledge Agreement
by the Pledgor is a condition precedent to the effectiveness of the Third
Amendment.

                  NOW THEREFORE, in order to induce the Agent and the Lenders to
enter into the Third Amendment, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                  1.  Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

                  2.  Pledge and Security Interest. In order to secure the full
and complete payment and performance of the Obligations when due, the Pledgor
hereby pledges and grants to the Agent for the benefit of the Agent and the
Lenders, equally and ratably in proportion to the total Obligations owing at any
time to the Agent and the Lenders, a continuing lien and security interest in
(a) all 
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of the outstanding shares of capital stock of each Subsidiary of the
Pledgor owned by the Pledgor which is designated on Schedule I hereto,
including, without limitation, the shares listed on Schedule I hereto (the
"Pledged Stock"), (b) any securities, dividends or other distributions and any
other right or property at any time and from time to time receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock and any other property substituted or exchanged therefor, and (c) any and
all proceeds (including, without limitation, "Proceeds" as defined in the
Uniform Commercial Code as in effect from time to time in the State of Illinois)
of, and substitutions and replacements for, the foregoing (all of the property
and rights described in the foregoing clauses (a) through (c) being herein
collectively called the "Collateral").

                  3.  Deposit of Certificates for Pledged Stock. The Pledgor
shall deliver to the Agent, for the equal and ratable benefit of the Agent and
the Lenders, concurrently with the execution of this Pledge Agreement, the
certificates representing the Pledged Stock, endorsed in blank or accompanied by
appropriate instruments of transfer or assignments in blank. The Agent shall not
have any duty to assure that all certificates representing the Pledged Stock
have been delivered to it or any obligation whatsoever with respect to the care,
custody or protection of any certificates or instruments which may be delivered
to it except only to exercise the same care in physically safekeeping such
certificates or instruments as it would exercise in the ordinary course of its
own business. Neither the Agent nor any Lender shall be obligated to preserve or
protect any rights with respect to the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Agent or any Lender is deemed to
have knowledge of such matters. Concurrently with the execution and delivery of
this Pledge Agreement and the certificates delivered pursuant to this Section 3,
the Pledgor shall deliver to the Agent a certificate executed by an Authorized
Officer of the Pledgor certifying (a) a copy of its good standing certificate,
issued by the Secretary of State of its jurisdiction of incorporation (as
applicable) and certified by such Secretary not more than 5 days prior to the
Pledgor's execution and delivery of this Pledge Agreement, (b) copies of its
charter and bylaws or other organizational documents, (c) resolutions of its
board of directors authorizing the execution and delivery by the Pledgor of this
Pledge Agreement and the performance of its obligations hereunder and (d) the
incumbency and signatures of the officers of the Pledgor authorized to execute
this Pledge Agreement on behalf of the Pledgor.


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                  4.  Representations and Warranties. The Pledgor represents and
warrants to the Agent and each Lender as of the date of each pledge and delivery
hereunder that:

                           (a) Existence and Standing. Each of the Pledgor and
its Subsidiaries is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

                           (b) Authorization, Validity and Enforceability. The
execution and delivery by the Pledgor of this Pledge Agreement have been duly
authorized by proper corporate proceedings, and this Pledge Agreement
constitutes a legal, valid and binding obligation of the Pledgor and creates a
security interest which is enforceable against the Pledgor in accordance with
its terms in respect of all now owned and hereafter acquired Collateral, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity. All of the shares of the Pledged Stock are duly authorized, validly
issued, fully paid and nonassessable.

                           (c) Transferability; Title Matters. The Collateral is
free and clear of all liens, options, warrants, puts, calls, or other rights of
third persons, and restrictions, other than (i) those liens arising under this
Pledge Agreement, and (ii) restrictions on transferability imposed by applicable
state and Federal securities laws. The Pledgor agrees to warrant and defend
title to and ownership of the Pledged Stock and the lien created by this Pledge
Agreement against the claims of all Persons and maintain and preserve such lien
at all times during the term of this Pledge Agreement. Upon the delivery to the
Agent of the Pledged Stock, the security interests in the Pledged Stock granted
to the Agent hereunder will constitute first priority perfected security
interests therein subject to no other Liens.

                           (d) Ownership of Pledged Stock. The Pledgor is the
holder of record and the sole beneficial owner of 100% of the issued and
outstanding voting capital stock of each Subsidiary of the Pledgor identified on
Schedule I hereto. The capital stock of each such Subsidiary of the Pledgor
owned by the Pledgor is identified on Schedule I hereto.

                           (e) Title and Power to Pledge the Collateral. The
Pledgor has good and marketable title to the Collateral and has all requisite
rights, power, and authority to execute, deliver and comply with the terms of
this Pledge Agreement 


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and to pledge and deliver the Collateral to the Agent pursuant hereto. No
material authorization, consent or approval of, and no notice to or filing with,
any person or government agency is required in connection with the execution,
delivery and performance of this Pledge Agreement which has not been obtained.

                           (f) Chief Executive Office. The Pledgor's principal
place of business and chief executive office is located at 820 Forest Edge
Drive, Vernon Hills, Illinois 60061 or such other location notified to the Agent
in accordance with Section 5(e) hereof.

                  5.  Covenants. So long as any Obligations remain outstanding,
the Pledgor covenants and agrees with the Agent and the Lenders as follows:

                           (a) Pledge and Additional Stock. If the Pledgor shall
at any time (i) acquire any additional shares of the capital stock of any class
of the Pledged Stock of any Subsidiary of the Pledgor identified on Schedule I
hereto or any option, warrant or other right with respect thereto, whether such
acquisition shall be by purchase, exchange, reclassification, dividend, or
otherwise or (ii) desire to pledge 100% of the issued and outstanding voting
capital stock of any Subsidiary of the Pledgor not already pledged pursuant to
the terms of this Pledge Agreement, the Pledgor shall, (in the case of clause
(i) only) to the extent doing so would not violate applicable law, in each case
forthwith (and without the necessity for any request or demand by the Agent or
any Lender) pledge and deliver the certificates representing such shares to the
Agent, in the same manner as described in Section 3 hereof and shall promptly
thereafter deliver to the Agent a certificate (which shall, with the consent of
the Agent, be deemed to supplement Schedule I attached hereto) executed by an
Authorized Officer of the Pledgor describing such Pledged Stock and certifying
that the same has been duly pledged with the Agent hereunder. Any such
additional shares shall constitute part of the Pledged Stock. Nothing contained
in this Section 5(a) shall be deemed to permit any stock dividend, issuance of
additional stock, warrants, rights or options, reclassification, readjustment or
other change in the capital structure of any Subsidiary of the Pledgor that is
not expressly permitted in the Credit Agreement.

                           (b) Applications, Approvals and Consents. The Pledgor
will, at its expense, promptly execute and deliver, or cause the execution and
delivery of, all applications, certificates, instruments, registration
statements, and all other documents and papers that the Agent may reasonably
request in connection with the obtaining of any consent, approval, registration,
qualification, or 


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authorization of any Person necessary or appropriate for the effective exercise
of any rights under this Pledge Agreement. Without limiting the generality of
the foregoing, the Pledgor agrees that in the event the Agent on behalf of
itself and the Lenders shall exercise its right to sell, transfer, or otherwise
dispose of or take any other action in connection with any of the Collateral
pursuant to this Pledge Agreement, the Pledgor shall execute and deliver all
applications, certificates, and other documents that the Agent may reasonably
request and shall otherwise promptly, fully, and diligently cooperate with the
Agent and any other necessary Persons, in making any application for the prior
consent or approval of any Person to the exercise by the Agent or the Lenders of
any of such rights relating to all or any part of the Collateral. Furthermore,
because the Pledgor agrees that the Agent's and the Lenders' remedy at law for
failure of the Pledgor to comply with the provisions of this Section 5(b) would
be inadequate and that such failure would not be adequately compensable in
damages, the Pledgor agrees that the covenants of this Section 5(b) may be
specifically enforced.

                           (c) Security Interest and Lien. The Pledgor will
preserve, warrant, and defend title to and ownership of the Pledged Stock and
the lien created hereby in the Collateral against the claims of all Persons
whomsoever and maintain and preserve such lien at all times during the term of
this Pledge Agreement; will not at any time sell, assign, transfer or otherwise
dispose of its right, title and interest in and to any of the Collateral except
as permitted under the Credit Agreement; will not at any time, directly or
indirectly, create, assume, or suffer to exist any lien, warrant, put, option,
or other rights of third Persons and restrictions, other than the liens created
by this Pledge Agreement, in and to the Collateral or any part thereof; and will
not do or suffer any matter or thing whereby the lien created by this Pledge
Agreement in and to the Collateral might or could be impaired.

                           (d) Further Assurances. The Pledgor, at its expense,
shall from time to time execute and deliver to the Agent all such other
assignments, certificates, supplemental documents, and financing statements, and
shall do all other acts or things as the Agent may reasonably request in order
to more fully create, evidence, perfect, continue, and preserve the priority of
the lien herein created or to otherwise obtain the full benefits of this Pledge
Agreement.

                           (e) Change of Name, Corporate Structure, Chief
Executive Office. The Pledgor shall not change its name, identity or corporate
structure (within the meaning of Section 9-402(7) of any applicable enactment of
the 

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Uniform Commercial Code) or relocate its chief executive office unless it shall
have (i) given the Agent at least 45 days prior written notice thereof and (ii)
delivered to the Agent all financing statements, instruments and other documents
requested by the Agent or the Lenders in connection with such change or
relocation.

                  6.  Defaults under this Pledge Agreement. There shall be a
"default" (hereinafter a "Pledge Agreement Default") under this Pledge Agreement
upon the occurrence of any of the following:

                           (a) This Pledge Agreement shall fail to remain in
full force or effect or any action shall be taken to discontinue or to assert
the invalidity or unenforceability of this Pledge Agreement; or

                           (b) The Pledgor shall fail to comply with any of the
terms or provisions of this Pledge Agreement or denies that it has any further
liability under this Pledge Agreement, or gives notice to such effect; or

                           (c) A "Default" under and as defined in the Credit
Agreement occurs and is continuing.

                  7.  Rights of the Pledgor, the Agent and the Lenders.

                           (a) Exercise of Stockholder Rights.

                           (1) Unless and until a Pledge Agreement Default shall
occur and be continuing, the Pledgor shall be entitled to receive all cash
dividends or other distributions on the Pledged Stock (if and to the extent such
dividends or distributions are permitted by the terms of the Credit Agreement)
except (A) distributions made in capital stock on the Pledged Stock resulting
from stock dividends on or subdivision, combination, or reclassification of the
outstanding capital stock of any corporation or as a result of any merger,
consolidation, acquisition or other exchange of assets of any corporation; and
(B) all sums paid on any Pledged Stock upon liquidation or dissolution or
reduction of capital, repurchase, retirement, or redemption. All such sums,
dividends, distributions, proceeds, or property described in the immediately
preceding clauses (A) and (B) shall, if received by any Person other than the
Agent, be held in trust for the benefit of the Agent and the Lenders and shall
forthwith be delivered to the Agent for the benefit of the Agent and the Lenders
(accompanied by proper instruments or assignment and/or 

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undated stock powers executed by the Pledgor in accordance with the Agent's
instructions) to be held subject to the terms of this Pledge Agreement. Upon the
occurrence of a Pledge Agreement Default, the Agent, for the benefit of the
Agent and the Lenders, shall be entitled to receive all payments of whatever
kind made upon or with respect to any Collateral. The relative rights of the
Agent and the Lenders to receive such payments shall be in proportion to the
relative amounts of all Obligations owing to the Agent and any Lender and the
aggregate amount of all Obligations then outstanding.

                           (i)  Unless a Pledge Agreement Default has occurred
                           and is continuing, the Pledgor shall have the sole
                           and exclusive right to vote and give consents with
                           respect to all the Collateral and to consent to,
                           ratify, or waive notice of any and all meetings. Upon
                           the occurrence and during the continuance of a Pledge
                           Agreement Default, subject to compliance with
                           applicable law, the Agent or the Agent's nominee, on
                           behalf of itself and the Lenders, shall have the
                           right at the Agent's or such nominee's option and
                           after it gives notice to the Pledgor (A) to exercise
                           all voting powers pertaining to the Collateral,
                           including the right to take action by shareholder
                           consent and to consent in advance to any vote
                           proposed to be cast by the Pledgor with respect to
                           any merger, consolidation, liquidation or
                           reorganization of any Subsidiary of the Pledgor and,
                           in connection therewith, to join in and become a
                           party to any plan of recapitalization,
                           reorganization, or readjustment (whether voluntary or
                           involuntary) as shall seem desirable to the Agent, on
                           behalf of itself and the Lenders, to protect or
                           further their interests in respect of the Collateral,
                           (B) to deposit the Collateral under any such plan,
                           and (C) to make any exchange, substitution,
                           cancellation, or surrender of the Collateral required
                           by any such plan and to take such action with respect
                           to the Collateral as may be required by any such plan
                           or for the accomplishment thereof; and no such
                           disposition, exchange, substitution, cancellation, or
                           surrender shall be deemed to constitute a release of
                           the Collateral from the lien of this Pledge
                           Agreement.



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                           (b) Right of Sale after Default. Upon the occurrence
and during the continuance of a Pledge Agreement Default, subject to compliance
with applicable law, the Agent, on behalf of itself and the Lenders, may sell,
without recourse to judicial proceedings, with the right to bid for and buy, the
Collateral or any part thereof, upon ten days' notice (which notice is agreed to
be reasonable notice for the purposes hereof) to the Pledgor of the time and
place of sale, for cash, upon credit or for future delivery, at the Agent's
option and in the Agent's complete discretion:

                           (i)  At public sale, including a sale at any broker's
                           board or exchange;

                           (ii) At private sale in any commercially reasonable
                           manner which will not require the Collateral, or any
                           part thereof, to be registered in accordance with the
                           Securities Act of 1933, as amended, or the rules and
                           regulations promulgated thereunder, or any other law
                           or regulation. The Agent and each Lender are also
                           hereby authorized, but not obligated, to take such
                           actions, give such notices, obtain such consents, and
                           do such other things as they may deem required or
                           appropriate in the event of sale or disposition of
                           any of the Collateral, and the Pledgor agrees that
                           neither the Agent nor any Lender shall be liable or
                           accountable to the Pledgor for any discount allowed
                           by reason of the fact that such Collateral is sold in
                           compliance with any applicable limitation or
                           restriction of any governmental regulatory authority
                           or official. The Pledgor understands that the Agent,
                           on behalf of itself and the Lenders, may in its
                           discretion approach a restricted number of potential
                           purchasers and that a sale under such circumstances
                           may yield a lower price for the Collateral, or any
                           portion thereof, than would otherwise be obtainable
                           if the same were registered and sold in the open
                           market. Any such private sale shall not by reason
                           thereof be deemed not to have been made in a
                           commercially reasonable manner. In the event of any
                           such sale under the circumstances described in this
                           Section 7(b)(ii), neither the Agent nor any Lender
                           shall incur any responsibility or liability for
                           selling the whole or any part of the Collateral at a
                           price which the Agent may deem reasonable under the
                           circumstances, notwithstanding 


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                           the possibility that a substantially higher price
                           might be realized if any such sale were a public
                           sale. The Pledgor agrees that in the event the Agent
                           shall so sell the Collateral, or any portion thereof,
                           at such private sale or sales, the Agent and the
                           Lenders shall have the right to rely upon the advice
                           and opinion of any Person who regularly deals in or
                           evaluates stock of the type constituting the
                           Collateral as to the price obtainable in a
                           commercially reasonable manner upon such a private
                           sale thereof.

                  In the case of any sale by the Agent on behalf of itself and
the Lenders of the Collateral on credit or for future delivery, the Collateral
sold may be retained by the Agent until the selling price is paid by the
purchaser, but neither the Agent nor any Lender shall incur liability in case of
failure of the purchaser to take up and pay for the Collateral so sold.

                  In connection with the sale of any of the Collateral, the
Agent and the Lenders are authorized, but not obligated, to limit prospective
purchasers to the extent deemed necessary or desirable by the Agent and the
Lenders to render such sale exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws. In
the event that, in the opinion of the Agent and the Lenders, it is necessary or
advisable to have such securities registered under the provisions of such Act,
or any similar law relating to the registration of securities, the Pledgor
agrees, at its own expense, to (i) execute and deliver all such instruments and
documents, and to do or cause to be done such other acts and things, as may be
necessary or, in the opinion of the Agent, advisable, to register such
securities under the provisions of such Act or any applicable similar law
relating to the registration of securities, and the Pledgor will use its best
efforts to cause the registration statement relating thereto to become effective
and to remain effective for such period as the Agent shall reasonably request,
and to make all amendments thereof and/or to the related prospectus which, in
the opinion of the Agent, are necessary or desirable, all in conformity with the
requirements of such Act and the rules and regulations of the Securities and
Exchange Commission applicable thereto; (ii) use its best efforts to qualify
such securities under state "blue sky" or securities laws, all as reasonably
requested by the Agent; (iii) at the request of the Agent, indemnify and hold
harmless the Lenders, the Agent, any underwriters, employees, officers, agents,
attorneys and accountants (collectively, the "Indemnified Parties") from and
against any loss, liability, claim, damage, and expense (including, without
limitation, reasonable 


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fees of counsel incurred in connection therewith) under such Act or otherwise,
insofar as such loss, liability, claim, damage, or expense arises out of or is
based upon any untrue statement or alleged untrue statement of any material fact
furnished by the Pledgor contained in any registration statement under which
such securities were registered under such Act or other securities laws, any
preliminary prospectus or final prospectus contained therein, or arise out of or
are based upon any omission or alleged omission by the Pledgor to state therein
a material fact required to be stated or necessary to make the statements
therein not misleading, such indemnification to remain operative regardless of
any investigation made by or on behalf of any Indemnified Party; (iv) cause each
such issuer to make available to its security holders, as soon as practicable,
an earnings statement that will satisfy the provisions of Section 11(a) of such
Act; and (v) do or cause to be done all such other acts and things as may be
necessary to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law.

                           (c) Other Rights after a Default. Upon the occurrence
and during the continuance of a Default, the Agent, on behalf of itself and the
Lenders, may exercise any and all rights available to secured parties under the
Uniform Commercial Code as enacted in the State of Illinois or other applicable
jurisdiction, as amended, in addition to any and all other rights afforded at
law, in equity, or otherwise.

                           (d) Application of Proceeds. The Agent shall apply
the proceeds of the Collateral, including the proceeds of any sales or other
disposition of the Collateral, or any part thereof, under this Section 7, in the
following order unless a court of competent jurisdiction shall otherwise direct:

                    (i) FIRST, to payment of all reasonable costs and expenses
                    of the Agent and the Lenders incurred in connection with the
                    collection and enforcement of the security interest granted
                    to the Agent and the Lenders pursuant to this Pledge
                    Agreement, including all costs and expenses of any sale
                    pursuant hereto, and of any judicial or private proceedings
                    in which such sale may be made, and of all other expenses,
                    liabilities and advances made or incurred by the Agent, the
                    Lenders and the agents and attorneys of each of them in
                    connection therewith, together with interest at a rate per
                    annum equal to the Floating Rate plus two percent (2%) per


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                    annum (unless the Lenders shall determine otherwise) on such
                    costs, expenses and liabilities and on all advances made by
                    the Agent or any Lender from the date any such cost, expense
                    or liability is due, owing or unpaid or any such advance is
                    made, in each case until paid in full;

                    (ii) SECOND, to payment of that portion of the Obligations
                    constituting accrued and unpaid interest, fees and other
                    amounts (other than principal), pro rata amongst each Lender
                    and the Agent in accordance with the proportion which the
                    accrued interest, fees and other amounts (other than
                    principal) constituting Obligations owing to each such
                    Lender or Agent bears to the aggregate amount of accrued
                    interest, fees and other amounts (other than principal)
                    constituting Obligations owing to all of the Lenders and the
                    Agent, together with interest owing thereon until paid in
                    full;

                    (iii) THIRD, to payment of the principal of the Obligations
                    and net termination amounts payable in respect of the Rate
                    Hedging Obligations owing to the Lenders or any Lender,
                    together with interest on such unpaid principal and net
                    termination amounts until paid in full; and

                    (iv) FOURTH, the balance, if any, after all of the
                    Obligations have been satisfied, shall be remitted as
                    required by law.

                           (e) Governance. All rights and remedies available to
the Agent and the Lenders with respect to the grant, foreclosure and enforcement
of the security interest and lien granted hereby and with respect to any action
permitted hereunder may be exercised solely by the Agent acting with the
concurrence of the Required Lenders.

                  8.   Miscellaneous.

                           (a) Term. This Pledge Agreement and the lien arising
hereunder (i) shall become effective as of the date hereof upon the execution
hereof, and (ii) shall continue in force until no Obligations to the Agent or
any of the Lenders shall be outstanding and the Commitments shall have been
indefeasibly 

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terminated. If no Obligations remain outstanding and the Commitments have been
indefeasibly terminated, the Agent, at the request and sole expense of the
Pledgor, shall execute and deliver such documents and instruments as may be
necessary to evidence such termination and release.

                           (b) Releases; Partial Releases. Any cash dividends
received by the Pledgor in accordance with the terms of Section 7(a)(i) hereof,
and all distributions received by the Pledgor upon the merger or liquidation of
the Subsidiaries of the Pledgor with or into the Pledgor in accordance with
Section 6.12 of the Credit Agreement, shall be deemed released from the lien of
this Pledge Agreement and shall be held by the Pledgor (or any transferee of the
Pledgor) free and clear of the lien created by this Pledge Agreement. Upon
termination of this Pledge Agreement in accordance with the provisions of
Section 8(a) hereof, the Agent and the Lenders shall, at the Pledgor's request
and expense and subject to the foregoing sentence, execute such releases as the
Pledgor may reasonably request, in form and upon terms acceptable to the Agent
and the Lenders in all respects, and shall deliver, without any representations,
warranties or recourse of any kind whatsoever (other than the representation and
warranty that such property is free and clear of Liens created by the Agent and
the Lenders), all certificates representing the Pledged Stock and other property
held in respect thereof hereunder which is in the Agent's possession, together
with all stock powers or other instruments of transfer reasonably required to
effect delivery to the Pledgor.

                           (c) Waivers. Except to the extent expressly otherwise
provided herein or in any Loan Document, the Pledgor waives, to the extent
permitted by applicable law, (i) any right to require the Agent or any Lender to
proceed against any other person, to exhaust their rights in any other
collateral, or to pursue any other right which either the Agent or any Lender
may have, (ii) with respect to the Obligations, presentment and demand for
payment, protest, notice of protest and non-payment, and notice of the intention
to accelerate, and (iii) all rights of marshalling in respect of any and all of
the Collateral.

                           (d) Financing Statement. The Agent, on behalf of
itself and the Lenders, shall be entitled at any time to file this Pledge
Agreement or a carbon, photographic, or other reproduction of this Pledge
Agreement, as a financing statement, but the failure of the Agent to do so shall
not impair the validity or enforceability of this Pledge Agreement.


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                           (e) Survival of Representations. All representations
and warranties of the Pledgor contained in this Pledge Agreement shall survive
the execution and delivery of this Pledge Agreement. (f)) Taxes and Expenses.
The Pledgor will upon demand pay to the Agent, on behalf of the Lenders, (a) any
taxes (excluding income taxes, franchise taxes or other taxes levied on gross
earnings, profits or the like) payable or ruled payable by any Federal or State
authority in respect of this Pledge Agreement, together with interest and
penalties, if any, and (b) all reasonable expenses, including the reasonable
fees and expenses of counsel for the Agent and each Lender (which may be
employees of the Agent or such Lender) and of any experts and agents that the
Agent or the Lenders may incur in connection with (i) the administration of this
Pledge Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Agent or the Lenders
hereunder, or (iv) the failure of the Pledgor to perform or observe any of the
provisions hereof.

                           (g) Headings. The title of and section headings in
this Pledge Agreement are for convenience of reference only, and shall not
govern the interpretation of any of the terms and provisions of this Pledge
Agreement.

                           (h) Agent Appointed Attorney-In-Fact. The Pledgor
hereby irrevocably appoints the Agent as the Pledgor's attorney-in-fact, with
full authority in the place and stead of the Pledgor and in the name of the
Pledgor or otherwise, from time to time in the Agent's discretion reasonably
exercised, to take any and all action and to execute any and all documents and
instruments that the Agent deems reasonably necessary or advisable to accomplish
the purposes of this Pledge Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgor
representing any dividend or other distribution in respect of the Pledged Stock
or any part thereof and to give full discharge for the same, when and to the
extent permitted by this Pledge Agreement. All powers, authorizations and
agencies contained in this Pledge Agreement are coupled with an interest and are
irrevocable until this Pledge Agreement is terminated and the security interests
created hereby are released in accordance with the terms hereof.

                           (i) Entire Agreement. This Pledge Agreement, the
Credit Agreement and the other Loan Documents embody the entire agreement and
understanding 


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among the Pledgor, the Agent and the Lenders and supersede all prior oral and
written agreements and understandings among the Pledgor, the Agent and the
Lenders relating to the subject hereof. The terms of this Pledge Agreement shall
govern the Collateral pledged hereunder exclusively. (j)) Amendments. This
Pledge Agreement may be amended only by an instrument in writing executed
jointly by the Pledgor and the Agent, with the consent of the Required Lenders
and supplemented only by documents delivered or to be delivered in accordance
with the express terms hereof.

                           (k) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                           (l) CONSENT TO JURISDICTION. THE PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT AND THE PLEDGOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE PLEDGOR AGAINST THE AGENT OR ANY LENDER OR ANY
AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE
AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS; PROVIDED, THAT
SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS IF JURISDICTION MAY NOT BE
OBTAINED IN A COURT IN CHICAGO, ILLINOIS.



                                       14
<PAGE>   15

                           (m) WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE
AGENT HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AGREEMENT OR
THE RELATIONSHIP ESTABLISHED HEREUNDER.

                           (n) Parties Bound; Assignment. This Pledge Agreement
shall be binding on the Pledgor and its successors and assigns and shall inure
to the benefit of the Agent and the Lenders and their respective successors and
assigns, except that the Pledgor shall not have the right to assign its rights
or obligations under this Pledge Agreement or any interest herein, without the
prior written consent of the Agent.

                           (o) Notices. Any notice required or permitted to be
given under this Pledge Agreement shall be in writing and may be, and shall be
deemed, given, if mailed and properly addressed return receipt requested, three
days after the date when deposited in the United States mail, first-class,
postage prepaid, or if by personal delivery, overnight courier, or by telecopy,
when received, addressed to the Pledgor or, to the Agent at the address
indicated below their respective signatures hereto and to the Lenders at the
addresses indicated below their respective signatures to the Credit Agreement.
Each of the Pledgor, the Agent and the Lenders may change the address for
service of notice upon it by a notice in writing to the other parties hereto.

                           (p) Counterparts. This Pledge Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this Pledge
Agreement by signing any such counterpart. This Pledge Agreement shall be
effective when it has been executed by the Pledgor and the Agent.

                           (q) Loan Document. This Pledge Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.



                                       15
<PAGE>   16

                           (r) Section Captions. Section captions used in this
Pledge Agreement are for convenience of reference only and shall not affect the
construction of this Pledge Agreement.

                           (s) Severability. Wherever possible each provision of
this Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.




                                       16
<PAGE>   17

     IN WITNESS WHEREOF, the undersigned have executed this Pledge Agreement as
of the date first above written.

                                        SCOTSMAN INDUSTRIES, INC.

                                        /s/ Richard C. Osborne

                                        By: /s/ Richard C. Osborne
                                           ------------------------------------
                                        Title: /s/ President
                                              ---------------------------------


                                        Address:  775 Corporate Woods Parkway
                                                  Vernon Hills, IL  60061

                                                  Attn:  Donald D. Holmes
                                                  Telephone:  (847) 215-4447
                                                  Facsimile:  (847) 634-8823

                                        THE FIRST NATIONAL BANK OF
                                          CHICAGO, as Agent

                                        /s/ Jacqueline Hopkins

                                        By: /s/ Jacqueline Hopkins
                                           ------------------------------------
                                        Title: /s/ Authorized Agent
                                              ---------------------------------


                                        Address:  One First National Plaza
                                                  Chicago, IL  60670

                                                  Attn:  Julia Bristow
                                                  Telephone:  (312) 732-5927
                                                  Facsimile:  (312) 732-1117


<PAGE>   18
                      SCHEDULE I TO STOCK PLEDGE AGREEMENT

                              LIST OF PLEDGED STOCK


<TABLE>
<CAPTION>
             Issuer             Type of          Certificate       Number       Percentage
             ------             -------          -----------       ------       ----------
                              Pledged Stock         Number        of Shares      Interest
                              -------------         ------        ---------      --------

<S>                        <C>                    <C>              <C>         <C>
Scotsman Group Inc.             Common               R-1            1,000         100%
</TABLE>





                                       18
<PAGE>   19

                             STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement") is executed as of
December 15, 1997 by and between Scotsman Group Inc. ("Pledgor") and The First
National Bank of Chicago, as Agent.

                              W I T N E S S E T H:

     WHEREAS, Scotsman Group Inc., certain other borrowers named therein,
Scotsman Industries, Inc., the lenders parties thereto (the "Lenders") and The
First National Bank of Chicago, as Agent, have entered into that certain Credit
Agreement, dated as of March 12, 1997, as amended by that certain First
Amendment to Credit Agreement, dated as of March 24, 1997, that certain Second
Amendment to Credit Agreement, dated as of June 30, 1997 and that certain Third
Amendment to Credit Agreement, dated as of December 15, 1997 (the "Third
Amendment")(as amended and as further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"); and

     WHEREAS, the execution and delivery of this Pledge Agreement by the Pledgor
is a condition precedent to the effectiveness of the Third Amendment.

     NOW THEREFORE, in order to induce the Agent and the Lenders to enter into
the Third Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                  9. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

                  10. Pledge and Security Interest. In order to secure the full
and complete payment and performance of the Obligations when due, the Pledgor
hereby 



                                       19
<PAGE>   20

pledges and grants to the Agent for the benefit of the Agent and the Lenders,
equally and ratably in proportion to the total Obligations owing at any time to
the Agent and the Lenders, a continuing lien and security interest in (a) all of
the outstanding shares of capital stock of each Subsidiary of the Pledgor owned
by the Pledgor which is designated on Schedule I hereto, including, without
limitation, the shares listed on Schedule I hereto (the "Pledged Stock"), (b)
any securities, dividends or other distributions and any other right or property
at any time and from time to time receivable or otherwise distributed in respect
of or in exchange for any or all of the Pledged Stock and any other property
substituted or exchanged therefor, and (c) any and all proceeds (including,
without limitation, "Proceeds" as defined in the Uniform Commercial Code as in
effect from time to time in the State of Illinois) of, and substitutions and
replacements for, the foregoing (all of the property and rights described in the
foregoing clauses (a) through (c) being herein collectively called the
"Collateral").

                  11. Deposit of Certificates for Pledged Stock. The Pledgor
shall deliver to the Agent, for the equal and ratable benefit of the Agent and
the Lenders, concurrently with the execution of this Pledge Agreement, the
certificates representing the Pledged Stock, endorsed in blank or accompanied by
appropriate instruments of transfer or assignments in blank. The Agent shall not
have any duty to assure that all certificates representing the Pledged Stock
have been delivered to it or any obligation whatsoever with respect to the care,
custody or protection of any certificates or instruments which may be delivered
to it except only to exercise the same care in physically safekeeping such
certificates or instruments as it would exercise in the ordinary course of its
own business. Neither the Agent nor any Lender shall be obligated to preserve or
protect any rights with respect to the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Agent or any Lender is deemed to
have knowledge of such matters. Concurrently with the execution and delivery of
this Pledge Agreement and the certificates delivered pursuant to this Section 3,
the Pledgor shall deliver to the Agent a certificate executed by an Authorized
Officer of the Pledgor certifying (a) a copy of its good standing certificate,
issued by the Secretary of State of its jurisdiction of incorporation (as
applicable) and certified by such Secretary not more than 5 days prior to the
Pledgor's execution and delivery of this Pledge Agreement, (b) copies of its
charter and bylaws or other organizational documents, (c) resolutions of its
board of directors authorizing the execution and delivery by the Pledgor of this
Pledge Agreement and the performance of its obligations hereunder and (d) the
incumbency and signatures of the officers of the Pledgor authorized to execute
this Pledge Agreement on behalf of the Pledgor.



                                       20
<PAGE>   21

                  12. Representations and Warranties. The Pledgor represents and
warrants to the Agent and each Lender as of the date of each pledge and delivery
hereunder that:

                           (a) Existence and Standing. Each of the Pledgor and
its Subsidiaries is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

                           (b) Authorization, Validity and Enforceability. The
execution and delivery by the Pledgor of this Pledge Agreement have been duly
authorized by proper corporate proceedings, and this Pledge Agreement
constitutes a legal, valid and binding obligation of the Pledgor and creates a
security interest which is enforceable against the Pledgor in accordance with
its terms in respect of all now owned and hereafter acquired Collateral, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity. All of the shares of the Pledged Stock are duly authorized, validly
issued, fully paid and nonassessable.

                           (c) Transferability; Title Matters. The Collateral is
free and clear of all liens, options, warrants, puts, calls, or other rights of
third persons, and restrictions, other than (i) those liens arising under this
Pledge Agreement, and (ii) restrictions on transferability imposed by applicable
state and Federal securities laws. The Pledgor agrees to warrant and defend
title to and ownership of the Pledged Stock and the lien created by this Pledge
Agreement against the claims of all Persons and maintain and preserve such lien
at all times during the term of this Pledge Agreement. Upon the delivery to the
Agent of the Pledged Stock, the security interests in the Pledged Stock granted
to the Agent hereunder will constitute first priority perfected security
interests therein subject to no other Liens.

                           (d) Ownership of Pledged Stock. The Pledgor is the
holder of record and the sole beneficial owner of 100% of the issued and
outstanding voting capital stock of each Subsidiary of the Pledgor identified on
Schedule I hereto. The capital stock of each such Subsidiary of the Pledgor
owned by the Pledgor is identified on Schedule I hereto.

                           (e) Title and Power to Pledge the Collateral. The
Pledgor has good and marketable title to the Collateral and has all requisite
rights, power, and authority to execute, deliver and comply with the terms of
this Pledge Agreement 


                                       21
<PAGE>   22

and to pledge and deliver the Collateral to the Agent pursuant hereto. No
material authorization, consent or approval of, and no notice to or filing with,
any person or government agency is required in connection with the execution,
delivery and performance of this Pledge Agreement which has not been obtained.

                           (f) Chief Executive Officer. The Pledgor's principal
place of business and chief executive office is located at 820 Forest Edge
Drive, Vernon Hills, Illinois, 60061 or such other location notified to the
Agent in accordance with Section 5(e) hereof.

                  13.  Covenants. So long as any Obligations remain outstanding,
the Pledgor covenants and agrees with the Agent and the Lenders as follows:

                           (a) Pledge and Additional Stock. If the Pledgor shall
at any time (i) acquire any additional shares of the capital stock of any class
of the Pledged Stock of any Subsidiary of the Pledgor identified on Schedule I
hereto or any option, warrant or other right with respect thereto, whether such
acquisition shall be by purchase, exchange, reclassification, dividend, or
otherwise or (ii) desire to pledge 100% of the issued and outstanding voting
capital stock of any Subsidiary of the Pledgor not already pledged pursuant to
the terms of this Pledge Agreement, the Pledgor shall, (in the case of clause
(i) only) to the extent doing so would not violate applicable law, in each case
forthwith (and without the necessity for any request or demand by the Agent or
any Lender) pledge and deliver the certificates representing such shares to the
Agent, in the same manner as described in Section 3 hereof and shall promptly
thereafter deliver to the Agent a certificate (which shall, with the consent of
the Agent, be deemed to supplement Schedule I attached hereto) executed by an
Authorized Officer of the Pledgor describing such Pledged Stock and certifying
that the same has been duly pledged with the Agent hereunder. Any such
additional shares shall constitute part of the Pledged Stock. Nothing contained
in this Section 5(a) shall be deemed to permit any stock dividend, issuance of
additional stock, warrants, rights or options, reclassification, readjustment or
other change in the capital structure of any Subsidiary of the Pledgor that is
not expressly permitted in the Credit Agreement.

                           (b) Applications, Approvals and Consents. The Pledgor
will, at its expense, promptly execute and deliver, or cause the execution and
delivery of, all applications, certificates, instruments, registration
statements, and all other documents and papers that the Agent may reasonably
request in connection with the obtaining of any consent, approval, registration,
qualification, or authorization of any 


                                       22
<PAGE>   23

Person necessary or appropriate for the effective exercise of any rights under
this Pledge Agreement. Without limiting the generality of the foregoing, the
Pledgor agrees that in the event the Agent on behalf of itself and the Lenders
shall exercise its right to sell, transfer, or otherwise dispose of or take any
other action in connection with any of the Collateral pursuant to this Pledge
Agreement, the Pledgor shall execute and deliver all applications, certificates,
and other documents that the Agent may reasonably request and shall otherwise
promptly, fully, and diligently cooperate with the Agent and any other necessary
Persons, in making any application for the prior consent or approval of any
Person to the exercise by the Agent or the Lenders of any of such rights
relating to all or any part of the Collateral. Furthermore, because the Pledgor
agrees that the Agent's and the Lenders' remedy at law for failure of the
Pledgor to comply with the provisions of this Section 5(b) would be inadequate
and that such failure would not be adequately compensable in damages, the
Pledgor agrees that the covenants of this Section 5(b) may be specifically
enforced.

                           (c) Security Interest and Lien. The Pledgor will
preserve, warrant, and defend title to and ownership of the Pledged Stock and
the lien created hereby in the Collateral against the claims of all Persons
whomsoever and maintain and preserve such lien at all times during the term of
this Pledge Agreement; will not at any time sell, assign, transfer or otherwise
dispose of its right, title and interest in and to any of the Collateral except
as permitted under the Credit Agreement; will not at any time, directly or
indirectly, create, assume, or suffer to exist any lien, warrant, put, option,
or other rights of third Persons and restrictions, other than the liens created
by this Pledge Agreement, in and to the Collateral or any part thereof; and will
not do or suffer any matter or thing whereby the lien created by this Pledge
Agreement in and to the Collateral might or could be impaired.

                           (d) Further Assurances. The Pledgor, at its expense,
shall from time to time execute and deliver to the Agent all such other
assignments, certificates, supplemental documents, and financing statements, and
shall do all other acts or things as the Agent may reasonably request in order
to more fully create, evidence, perfect, continue, and preserve the priority of
the lien herein created or to otherwise obtain the full benefits of this Pledge
Agreement.

                           (e) Change of Name, Corporate Structure, Chief
Executive Office. The Pledgor shall not change its name, identity or corporate
structure (within the meaning of Section 9-402(7) of any applicable enactment of
the Uniform Commercial Code) or relocate its chief executive office unless it
shall have (i) given 


                                       23
<PAGE>   24

the Agent at least 45 days prior written notice thereof and (ii) delivered to
the Agent all financing statements, instruments and other documents requested by
the Agent or the Lenders in connection with such change or relocation. f).


                  14. Defaults under this Pledge Agreement. There shall be a
"default" (hereinafter a "Pledge Agreement Default") under this Pledge Agreement
upon the occurrence of any of the following:

                           (g) This Pledge Agreement shall fail to remain in
full force or effect or any action shall be taken to discontinue or to assert
the invalidity or unenforceability of this Pledge Agreement; or

                           (h) The Pledgor shall fail to comply with any of the
terms or provisions of this Pledge Agreement or denies that it has any further
liability under this Pledge Agreement, or gives notice to such effect; or

                           (i) A "Default" under and as defined in the Credit
Agreement occurs and is continuing.

                  15. Rights of the Pledgor, the Agent and the Lenders.

                           (a) Exercise of Stockholder Rights.

                  (i) Unless and until a Pledge Agreement Default shall occur
                  and be continuing, the Pledgor shall be entitled to receive
                  all cash dividends or other distributions on the Pledged Stock
                  (if and to the extent such dividends or distributions are
                  permitted by the terms of the Credit Agreement) except (A)
                  distributions made in capital stock on the Pledged Stock
                  resulting from stock dividends on or subdivision, combination,
                  or reclassification of the outstanding capital stock of any
                  corporation or as a result of any merger, consolidation,
                  acquisition or other exchange of assets of any corporation;
                  and (B) all sums paid on any Pledged Stock upon liquidation or
                  dissolution or reduction of capital, repurchase, retirement,
                  or redemption. All such sums, dividends, distributions,
                  proceeds, or property described in the immediately preceding
                  clauses (A) and (B) shall, if received by any Person other
                  than the Agent, be held in trust for the benefit of the Agent
                  and the Lenders and shall forthwith be delivered to the Agent
                  for the benefit of 


                                       24
<PAGE>   25

                  the Agent and the Lenders (accompanied by proper instruments
                  or assignment and/or undated stock powers executed by the
                  Pledgor in accordance with the Agent's instructions) to be
                  held subject to the terms of this Pledge Agreement. Upon the
                  occurrence of a Pledge Agreement Default, the Agent, for the
                  benefit of the Agent and the Lenders, shall be entitled to
                  receive all payments of whatever kind made upon or with
                  respect to any Collateral. The relative rights of the Agent
                  and the Lenders to receive such payments shall be in
                  proportion to the relative amounts of all Obligations owing to
                  the Agent and any Lender and the aggregate amount of all
                  Obligations then outstanding.

                  (ii) Unless a Pledge Agreement Default has occurred and is
                  continuing, the Pledgor shall have the sole and exclusive
                  right to vote and give consents with respect to all the
                  Collateral and to consent to, ratify, or waive notice of any
                  and all meetings. Upon the occurrence and during the
                  continuance of a Pledge Agreement Default, subject to
                  compliance with applicable law, the Agent or the Agent's
                  nominee, on behalf of itself and the Lenders, shall have the
                  right at the Agent's or such nominee's option and after it
                  gives notice to the Pledgor (A) to exercise all voting powers
                  pertaining to the Collateral, including the right to take
                  action by shareholder consent and to consent in advance to any
                  vote proposed to be cast by the Pledgor with respect to any
                  merger, consolidation, liquidation or reorganization of any
                  Subsidiary of the Pledgor and, in connection therewith, to
                  join in and become a party to any plan of recapitalization,
                  reorganization, or readjustment (whether voluntary or
                  involuntary) as shall seem desirable to the Agent, on behalf
                  of itself and the Lenders, to protect or further their
                  interests in respect of the Collateral, (B) to deposit the
                  Collateral under any such plan, and (C) to make any exchange,
                  substitution, cancellation, or surrender of the Collateral
                  required by any such plan and to take such action with respect
                  to the Collateral as may be required by any such plan or for
                  the accomplishment thereof; and no such disposition, exchange,
                  substitution, cancellation, or surrender shall be deemed to
                  constitute a release of the Collateral from the lien of this
                  Pledge Agreement.



                                       25
<PAGE>   26

                           (b) Right of Sale after Default. Upon the occurrence
and during the continuance of a Pledge Agreement Default, subject to compliance
with applicable law, the Agent, on behalf of itself and the Lenders, may sell,
without recourse to judicial proceedings, with the right to bid for and buy, the
Collateral or any part thereof, upon ten days' notice (which notice is agreed to
be reasonable notice for the purposes hereof) to the Pledgor of the time and
place of sale, for cash, upon credit or for future delivery, at the Agent's
option and in the Agent's complete discretion:

                  (i) At public sale, including a sale at any broker's board or
                  exchange;

                  (ii) At private sale in any commercially reasonable manner
                  which will not require the Collateral, or any part thereof, to
                  be registered in accordance with the Securities Act of 1933,
                  as amended, or the rules and regulations promulgated
                  thereunder, or any other law or regulation. The Agent and each
                  Lender are also hereby authorized, but not obligated, to take
                  such actions, give such notices, obtain such consents, and do
                  such other things as they may deem required or appropriate in
                  the event of sale or disposition of any of the Collateral, and
                  the Pledgor agrees that neither the Agent nor any Lender shall
                  be liable or accountable to the Pledgor for any discount
                  allowed by reason of the fact that such Collateral is sold in
                  compliance with any applicable limitation or restriction of
                  any governmental regulatory authority or official. The Pledgor
                  understands that the Agent, on behalf of itself and the
                  Lenders, may in its discretion approach a restricted number of
                  potential purchasers and that a sale under such circumstances
                  may yield a lower price for the Collateral, or any portion
                  thereof, than would otherwise be obtainable if the same were
                  registered and sold in the open market. Any such private sale
                  shall not by reason thereof be deemed not to have been made in
                  a commercially reasonable manner. In the event of any such
                  sale under the circumstances described in this Section
                  7(b)(ii), neither the Agent nor any Lender shall incur any
                  responsibility or liability 


                                       26
<PAGE>   27

                  for selling the whole or any part of the Collateral at a price
                  which the Agent may deem reasonable under the circumstances,
                  notwithstanding the possibility that a substantially higher
                  price might be realized if any such sale were a public sale.
                  The Pledgor agrees that in the event the Agent shall so sell
                  the Collateral, or any portion thereof, at such private sale
                  or sales, the Agent and the Lenders shall have the right to
                  rely upon the advice and opinion of any Person who regularly
                  deals in or evaluates stock of the type constituting the
                  Collateral as to the price obtainable in a commercially
                  reasonable manner upon such a private sale thereof.

                  In the case of any sale by the Agent on behalf of itself and
the Lenders of the Collateral on credit or for future delivery, the Collateral
sold may be retained by the Agent until the selling price is paid by the
purchaser, but neither the Agent nor any Lender shall incur liability in case of
failure of the purchaser to take up and pay for the Collateral so sold.

                  In connection with the sale of any of the Collateral, the
Agent and the Lenders are authorized, but not obligated, to limit prospective
purchasers to the extent deemed necessary or desirable by the Agent and the
Lenders to render such sale exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws. In
the event that, in the opinion of the Agent and the Lenders, it is necessary or
advisable to have such securities registered under the provisions of such Act,
or any similar law relating to the registration of securities, the Pledgor
agrees, at its own expense, to (i) execute and deliver all such instruments and
documents, and to do or cause to be done such other acts and things, as may be
necessary or, in the opinion of the Agent, advisable, to register such
securities under the provisions of such Act or any applicable similar law
relating to the registration of securities, and the Pledgor will use its best
efforts to cause the registration statement relating thereto to become effective
and to remain effective for such period as the Agent shall reasonably request,
and to make all amendments thereof and/or to the related prospectus which, in
the opinion of the Agent, are necessary or desirable, all in conformity with the
requirements of such Act and the rules and regulations of the Securities and
Exchange Commission applicable thereto; (ii) use its best efforts to qualify
such securities under state "blue sky" or securities laws, all as reasonably
requested by the Agent; (iii) at the request of the Agent, indemnify and hold
harmless the Lenders, the Agent, any underwriters, employees, officers, agents,
attorneys and accountants (collectively, the "Indemnified 


                                       27
<PAGE>   28

Parties") from and against any loss, liability, claim, damage, and expense
(including, without limitation, reasonable fees of counsel incurred in
connection therewith) under such Act or otherwise, insofar as such loss,
liability, claim, damage, or expense arises out of or is based upon any untrue
statement or alleged untrue statement of any material fact furnished by the
Pledgor contained in any registration statement under which such securities were
registered under such Act or other securities laws, any preliminary prospectus
or final prospectus contained therein, or arise out of or are based upon any
omission or alleged omission by the Pledgor to state therein a material fact
required to be stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless of any
investigation made by or on behalf of any Indemnified Party; (iv) cause each
such issuer to make available to its security holders, as soon as practicable,
an earnings statement that will satisfy the provisions of Section 11(a) of such
Act; and (v) do or cause to be done all such other acts and things as may be
necessary to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law.

                           (c) Other Rights after a Default. Upon the occurrence
and during the continuance of a Default, the Agent, on behalf of itself and the
Lenders, may exercise any and all rights available to secured parties under the
Uniform Commercial Code as enacted in the State of Illinois or other applicable
jurisdiction, as amended, in addition to any and all other rights afforded at
law, in equity, or otherwise.

                           (d) Application of Proceeds. The Agent shall apply
the proceeds of the Collateral, including the proceeds of any sales or other
disposition of the Collateral, or any part thereof, under this Section 7, in the
following order unless a court of competent jurisdiction shall otherwise direct:

                  (i) FIRST, to payment of all reasonable costs and expenses of
                  the Agent and the Lenders incurred in connection with the
                  collection and enforcement of the security interest granted to
                  the Agent and the Lenders pursuant to this Pledge Agreement,
                  including all costs and expenses of any sale pursuant hereto,
                  and of any judicial or private proceedings in which such sale
                  may be made, and of all other expenses, liabilities and
                  advances made or incurred by the Agent, the Lenders and the
                  agents and attorneys of each of them in connection therewith,
                  together with interest at a rate per annum equal to the
                  Floating 


                                       28
<PAGE>   29

                  Rate plus two percent (2%) per annum (unless the Lenders shall
                  determine otherwise) on such costs, expenses and liabilities
                  and on all advances made by the Agent or any Lender from the
                  date any such cost, expense or liability is due, owing or
                  unpaid or any such advance is made, in each case until paid in
                  full;

                  (ii) SECOND, to payment of that portion of the Obligations
                  constituting accrued and unpaid interest, fees and other
                  amounts (other than principal), pro rata amongst each Lender
                  and the Agent in accordance with the proportion which the
                  accrued interest, fees and other amounts (other than
                  principal) constituting Obligations owing to each such Lender
                  or Agent bears to the aggregate amount of accrued interest,
                  fees and other amounts (other than principal) constituting
                  Obligations owing to all of the Lenders and the Agent,
                  together with interest owing thereon until paid in full;

                  (iii) THIRD, to payment of the principal of the Obligations
                  and net termination amounts payable in respect of the Rate
                  Hedging Obligations owing to the Lenders or any Lender,
                  together with interest on such unpaid principal and net
                  termination amounts until paid in full; and

                  (iv) FOURTH, the balance, if any, after all of the Obligations
                  have been satisfied, shall be remitted as required by law.

                           (e) Governance. All rights and remedies available to
the Agent and the Lenders with respect to the grant, foreclosure and enforcement
of the security interest and lien granted hereby and with respect to any action
permitted hereunder may be exercised solely by the Agent acting with the
concurrence of the Required Lenders.

                  16.  Miscellaneous.

                           (a) Term. This Pledge Agreement and the lien arising
hereunder (i) shall become effective as of the date hereof upon the execution
hereof, and (ii) shall continue in force until no Obligations to the Agent or
any of the Lenders shall be outstanding and the Commitments shall have been
indefeasibly terminated. 



                                       29
<PAGE>   30

If no Obligations remain outstanding and the Commitments have been indefeasibly
terminated, the Agent, at the request and sole expense of the Pledgor, shall
execute and deliver such documents and instruments as may be necessary to
evidence such termination and release.

                           (b) Releases; Partial Releases. Any cash dividends
received by the Pledgor in accordance with the terms of Section 7(a)(i) hereof,
and all distributions received by the Pledgor upon the merger or liquidation of
the Subsidiaries of the Pledgor with or into the Pledgor in accordance with
Section 6.12 of the Credit Agreement, shall be deemed released from the lien of
this Pledge Agreement and shall be held by the Pledgor (or any transferee of the
Pledgor) free and clear of the lien created by this Pledge Agreement. Upon
termination of this Pledge Agreement in accordance with the provisions of
Section 8(a) hereof, the Agent and the Lenders shall, at the Pledgor's request
and expense and subject to the foregoing sentence, execute such releases as the
Pledgor may reasonably request, in form and upon terms acceptable to the Agent
and the Lenders in all respects, and shall deliver, without any representations,
warranties or recourse of any kind whatsoever (other than the representation and
warranty that such property is free and clear of Liens created by the Agent and
the Lenders), all certificates representing the Pledged Stock and other property
held in respect thereof hereunder which is in the Agent's possession, together
with all stock powers or other instruments of transfer reasonably required to
effect delivery to the Pledgor.

                           (c) Waivers. Except to the extent expressly otherwise
provided herein or in any Loan Document, the Pledgor waives, to the extent
permitted by applicable law, (i) any right to require the Agent or any Lender to
proceed against any other person, to exhaust their rights in any other
collateral, or to pursue any other right which either the Agent or any Lender
may have, (ii) with respect to the Obligations, presentment and demand for
payment, protest, notice of protest and non-payment, and notice of the intention
to accelerate, and (iii) all rights of marshalling in respect of any and all of
the Collateral.

                           (d) Financing Statement. The Agent, on behalf of
itself and the Lenders, shall be entitled at any time to file this Pledge
Agreement or a carbon, photographic, or other reproduction of this Pledge
Agreement, as a financing statement, but the failure of the Agent to do so shall
not impair the validity or enforceability of this Pledge Agreement.



                                       30
<PAGE>   31

                           (e) Survival of Representations. All representations
and warranties of the Pledgor contained in this Pledge Agreement shall survive
the execution and delivery of this Pledge Agreement.

                           (f) Taxes and Expenses. The Pledgor will upon demand
pay to the Agent, on behalf of the Lenders, (a) any taxes (excluding income
taxes, franchise taxes or other taxes levied on gross earnings, profits or the
like) payable or ruled payable by any Federal or State authority in respect of
this Pledge Agreement, together with interest and penalties, if any, and (b) all
reasonable expenses, including the reasonable fees and expenses of counsel for
the Agent and each Lender (which may be employees of the Agent or such Lender)
and of any experts and agents that the Agent or the Lenders may incur in
connection with (i) the administration of this Pledge Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Agent or the Lenders hereunder, or (iv) the failure of
the Pledgor to perform or observe any of the provisions hereof.

                           (g) Headings. The title of and section headings in
this Pledge Agreement are for convenience of reference only, and shall not
govern the interpretation of any of the terms and provisions of this Pledge
Agreement.

                           (h) Agent Appointed Attorney-In-Fact. The Pledgor
hereby irrevocably appoints the Agent as the Pledgor's attorney-in-fact, with
full authority in the place and stead of the Pledgor and in the name of the
Pledgor or otherwise, from time to time in the Agent's discretion reasonably
exercised, to take any and all action and to execute any and all documents and
instruments that the Agent deems reasonably necessary or advisable to accomplish
the purposes of this Pledge Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgor
representing any dividend or other distribution in respect of the Pledged Stock
or any part thereof and to give full discharge for the same, when and to the
extent permitted by this Pledge Agreement. All powers, authorizations and
agencies contained in this Pledge Agreement are coupled with an interest and are
irrevocable until this Pledge Agreement is terminated and the security interests
created hereby are released in accordance with the terms hereof.

                           (i) Entire Agreement. This Pledge Agreement, the
Credit Agreement and the other Loan Documents embody the entire agreement and
understanding among the Pledgor, the Agent and the Lenders and supersede all
prior oral and written agreements and understandings among the Pledgor, the
Agent and the 

                                       31
<PAGE>   32

Lenders relating to the subject hereof. The terms of this Pledge Agreement shall
govern the Collateral pledged hereunder exclusively.

                           (j) Amendments. This Pledge Agreement may be amended
only by an instrument in writing executed jointly by the Pledgor and the Agent,
with the consent of the Required Lenders and supplemented only by documents
delivered or to be delivered in accordance with the express terms hereof.

                           (k) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                           (l) CONSENT TO JURISDICTION. THE PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT AND THE PLEDGOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE PLEDGOR AGAINST THE AGENT OR ANY LENDER OR ANY
AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE
AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS; PROVIDED, THAT
SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS IF JURISDICTION MAY NOT BE
OBTAINED IN A COURT IN CHICAGO, ILLINOIS.



                                       32
<PAGE>   33

                           (m) WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE
AGENT HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AGREEMENT OR
THE RELATIONSHIP ESTABLISHED HEREUNDER.

                           (n) Parties Bound; Assignment. This Pledge Agreement
shall be binding on the Pledgor and its successors and assigns and shall inure
to the benefit of the Agent and the Lenders and their respective successors and
assigns, except that the Pledgor shall not have the right to assign its rights
or obligations under this Pledge Agreement or any interest herein, without the
prior written consent of the Agent.

                           (o) Notices. Any notice required or permitted to be
given under this Pledge Agreement shall be in writing and may be, and shall be
deemed, given, if mailed and properly addressed return receipt requested, three
days after the date when deposited in the United States mail, first-class,
postage prepaid, or if by personal delivery, overnight courier, or by telecopy,
when received, addressed to the Pledgor or, to the Agent at the address
indicated below their respective signatures hereto and to the Lenders at the
addresses indicated below their respective signatures to the Credit Agreement.
Each of the Pledgor, the Agent and the Lenders may change the address for
service of notice upon it by a notice in writing to the other parties hereto.

                           (p) Counterparts. This Pledge Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this Pledge
Agreement by signing any such counterpart. This Pledge Agreement shall be
effective when it has been executed by the Pledgor and the Agent.

                           (q) Loan Document. This Pledge Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.

                                       33
<PAGE>   34

                           (r) Section Captions. Section captions used in this
Pledge Agreement are for convenience of reference only and shall not affect the
construction of this Pledge Agreement.

                           (s) Severability. Wherever possible each provision of
this Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.




                                       34
<PAGE>   35

         IN WITNESS WHEREOF, the undersigned have executed this Pledge Agreement
as of the date first above written.


                                        SCOTSMAN GROUP INC.

                                        /s/ Richard C. Osborne

                                        By: /s/ Richard C. Osborne
                                           ------------------------------------
                                        Title: /s/ Vice President
                                              ---------------------------------


                                        Address:  775 Corporate Woods Parkway
                                                  Vernon Hills, IL  60061

                                                  Attn:  Donald D. Holmes
                                                  Telephone:  (847) 215-4447
                                                  Facsimile:  (847) 634-8823

                                        THE FIRST NATIONAL BANK OF
                                          CHICAGO, as Agent

                                        /s/ Jacqueline Hopkins

                                        By: /s/ Jacqueline Hopkins
                                           ------------------------------------
                                        Title: /s/ Authorized Agent
                                              ---------------------------------


                                        Address:  One First National Plaza
                                                  Chicago, IL  60670

                                                  Attn:  Julia Bristow
                                                  Telephone:  (312) 732-5927
                                                  Facsimile:  (312) 732-1117



<PAGE>   36
                      SCHEDULE I TO STOCK PLEDGE AGREEMENT

                              LIST OF PLEDGED STOCK




<TABLE>
<CAPTION>
             Issuer                      Type of           Certificate      Number        Percentage
             ------                      -------           -----------      ------        ----------
                                      Pledged Stock          Number       of Shares        Interest
                                      -------------          ------       ---------        --------

<S>                                   <C>                  <C>             <C>             <C>
DFC Holding Corporation                  Common               R-1             100             100%

Booth, Inc.                              Common               R-1            1000             100%

Kysor Industrial Corporation             Common                1              100             100%
</TABLE>



                                       36
<PAGE>   37


                             STOCK PLEDGE AGREEMENT

         THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement") is executed as of
December 15, 1997 by and between DFC Holding Corporation ("Pledgor") and The
First National Bank of Chicago, as Agent.

                              W I T N E S S E T H:

         WHEREAS, Scotsman Group Inc., certain other borrowers named therein,
Scotsman Industries, Inc., the lenders parties thereto (the "Lenders") and The
First National Bank of Chicago, as Agent, have entered into that certain Credit
Agreement, dated as of March 12, 1997, as amended by that certain First
Amendment to Credit Agreement, dated as of March 24, 1997, that certain Second
Amendment to Credit Agreement, dated as of June 30, 1997 and that certain Third
Amendment to Credit Agreement, dated as of December 15, 1997 (the "Third
Amendment")(as amended and as further amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"); and

         WHEREAS, the execution and delivery of this Pledge Agreement by the
Pledgor is a condition precedent to the effectiveness of the Third Amendment.

         NOW THEREFORE, in order to induce the Agent and the Lenders to enter
into the Third Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                  17. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement.

                  18. Pledge and Security Interest. In order to secure the full
and complete payment and performance of the Obligations when due, the Pledgor
hereby 



                                       37
<PAGE>   38

pledges and grants to the Agent for the benefit of the Agent and the Lenders,
equally and ratably in proportion to the total Obligations owing at any time to
the Agent and the Lenders, a continuing lien and security interest in (a) all of
the outstanding shares of capital stock of each Subsidiary of the Pledgor owned
by the Pledgor which is designated on Schedule I hereto, including, without
limitation, the shares listed on Schedule I hereto (the "Pledged Stock"), (b)
any securities, dividends or other distributions and any other right or property
at any time and from time to time receivable or otherwise distributed in respect
of or in exchange for any or all of the Pledged Stock and any other property
substituted or exchanged therefor, and (c) any and all proceeds (including,
without limitation, "Proceeds" as defined in the Uniform Commercial Code as in
effect from time to time in the State of Illinois) of, and substitutions and
replacements for, the foregoing (all of the property and rights described in the
foregoing clauses (a) through (c) being herein collectively called the
"Collateral").

                  19. Deposit of Certificates for Pledged Stock. The Pledgor
shall deliver to the Agent, for the equal and ratable benefit of the Agent and
the Lenders, concurrently with the execution of this Pledge Agreement, the
certificates representing the Pledged Stock, endorsed in blank or accompanied by
appropriate instruments of transfer or assignments in blank. The Agent shall not
have any duty to assure that all certificates representing the Pledged Stock
have been delivered to it or any obligation whatsoever with respect to the care,
custody or protection of any certificates or instruments which may be delivered
to it except only to exercise the same care in physically safekeeping such
certificates or instruments as it would exercise in the ordinary course of its
own business. Neither the Agent nor any Lender shall be obligated to preserve or
protect any rights with respect to the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Agent or any Lender is deemed to
have knowledge of such matters. Concurrently with the execution and delivery of
this Pledge Agreement and the certificates delivered pursuant to this Section 3,
the Pledgor shall deliver to the Agent a certificate executed by an Authorized
Officer of the Pledgor certifying (a) a copy of its good standing certificate,
issued by the Secretary of State of its jurisdiction of incorporation (as
applicable) and certified by such Secretary not more than 5 days prior to the
Pledgor's execution and delivery of this Pledge Agreement, (b) copies of its
charter and bylaws or other organizational documents, (c) resolutions of its
board of directors authorizing the execution and delivery by the Pledgor of this
Pledge Agreement and the performance of its obligations hereunder and (d) the
incumbency and signatures of the officers of the Pledgor authorized to execute
this Pledge Agreement on behalf of the Pledgor.



                                       38
<PAGE>   39

                  20. Representations and Warranties. The Pledgor represents and
warrants to the Agent and each Lender as of the date of each pledge and delivery
hereunder that:

                           (a) Existence and Standing. Each of the Pledgor and
its Subsidiaries is duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted.

                           (b) Authorization, Validity and Enforceability. The
execution and delivery by the Pledgor of this Pledge Agreement have been duly
authorized by proper corporate proceedings, and this Pledge Agreement
constitutes a legal, valid and binding obligation of the Pledgor and creates a
security interest which is enforceable against the Pledgor in accordance with
its terms in respect of all now owned and hereafter acquired Collateral, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity. All of the shares of the Pledged Stock are duly authorized, validly
issued, fully paid and nonassessable.

                           (c) Transferability; Title Matters. The Collateral is
free and clear of all liens, options, warrants, puts, calls, or other rights of
third persons, and restrictions, other than (i) those liens arising under this
Pledge Agreement, and (ii) restrictions on transferability imposed by applicable
state and Federal securities laws. The Pledgor agrees to warrant and defend
title to and ownership of the Pledged Stock and the lien created by this Pledge
Agreement against the claims of all Persons and maintain and preserve such lien
at all times during the term of this Pledge Agreement. Upon the delivery to the
Agent of the Pledged Stock, the security interests in the Pledged Stock granted
to the Agent hereunder will constitute first priority perfected security
interests therein subject to no other Liens.

                           (d) Ownership of Pledged Stock. The Pledgor is the
holder of record and the sole beneficial owner of 100% of the issued and
outstanding voting capital stock of each Subsidiary of the Pledgor identified on
Schedule I hereto. The capital stock of each such Subsidiary of the Pledgor
owned by the Pledgor is identified on Schedule I hereto.

                           (e) Title and Power to Pledge the Collateral. The
Pledgor has good and marketable title to the Collateral and has all requisite
rights, power, and authority to execute, deliver and comply with the terms of
this Pledge Agreement 



                                       39
<PAGE>   40

and to pledge and deliver the Collateral to the Agent pursuant hereto. No
material authorization, consent or approval of, and no notice to or filing with,
any person or government agency is required in connection with the execution,
delivery and performance of this Pledge Agreement which has not been obtained.

                           (f) Chief Executive Office. The Pledgor's principal
place of business and chief executive office is located at 980 S. Isabella Road,
Mt. Pleasant, Michigan 48858 or such other location notified to the Agent in
accordance with Section 5(e) hereof.

                  21.  Covenants. So long as any Obligations remain outstanding,
the Pledgor covenants and agrees with the Agent and the Lenders as follows:

                           (a) Pledge and Additional Stock. If the Pledgor shall
at any time (i) acquire any additional shares of the capital stock of any class
of the Pledged Stock of any Subsidiary of the Pledgor identified on Schedule I
hereto or any option, warrant or other right with respect thereto, whether such
acquisition shall be by purchase, exchange, reclassification, dividend, or
otherwise or (ii) desire to pledge 100% of the issued and outstanding voting
capital stock of any Subsidiary of the Pledgor not already pledged pursuant to
the terms of this Pledge Agreement, the Pledgor shall, (in the case of clause
(i) only) to the extent doing so would not violate applicable law, in each case
forthwith (and without the necessity for any request or demand by the Agent or
any Lender) pledge and deliver the certificates representing such shares to the
Agent, in the same manner as described in Section 3 hereof and shall promptly
thereafter deliver to the Agent a certificate (which shall, with the consent of
the Agent, be deemed to supplement Schedule I attached hereto) executed by an
Authorized Officer of the Pledgor describing such Pledged Stock and certifying
that the same has been duly pledged with the Agent hereunder. Any such
additional shares shall constitute part of the Pledged Stock. Nothing contained
in this Section 5(a) shall be deemed to permit any stock dividend, issuance of
additional stock, warrants, rights or options, reclassification, readjustment or
other change in the capital structure of any Subsidiary of the Pledgor that is
not expressly permitted in the Credit Agreement.

                           (b) Applications, Approvals and Consents. The Pledgor
will, at its expense, promptly execute and deliver, or cause the execution and
delivery of, all applications, certificates, instruments, registration
statements, and all other documents and papers that the Agent may reasonably
request in connection with the obtaining of any consent, approval, registration,
qualification, or 


                                       40
<PAGE>   41

authorization of any Person necessary or appropriate for the effective exercise
of any rights under this Pledge Agreement. Without limiting the generality of
the foregoing, the Pledgor agrees that in the event the Agent on behalf of
itself and the Lenders shall exercise its right to sell, transfer, or otherwise
dispose of or take any other action in connection with any of the Collateral
pursuant to this Pledge Agreement, the Pledgor shall execute and deliver all
applications, certificates, and other documents that the Agent may reasonably
request and shall otherwise promptly, fully, and diligently cooperate with the
Agent and any other necessary Persons, in making any application for the prior
consent or approval of any Person to the exercise by the Agent or the Lenders of
any of such rights relating to all or any part of the Collateral. Furthermore,
because the Pledgor agrees that the Agent's and the Lenders' remedy at law for
failure of the Pledgor to comply with the provisions of this Section 5(b) would
be inadequate and that such failure would not be adequately compensable in
damages, the Pledgor agrees that the covenants of this Section 5(b) may be
specifically enforced.

                           (c) Security Interest and Lien. The Pledgor will
preserve, warrant, and defend title to and ownership of the Pledged Stock and
the lien created hereby in the Collateral against the claims of all Persons
whomsoever and maintain and preserve such lien at all times during the term of
this Pledge Agreement; will not at any time sell, assign, transfer or otherwise
dispose of its right, title and interest in and to any of the Collateral except
as permitted under the Credit Agreement; will not at any time, directly or
indirectly, create, assume, or suffer to exist any lien, warrant, put, option,
or other rights of third Persons and restrictions, other than the liens created
by this Pledge Agreement, in and to the Collateral or any part thereof; and will
not do or suffer any matter or thing whereby the lien created by this Pledge
Agreement in and to the Collateral might or could be impaired.

                           (d) Further Assurances. The Pledgor, at its expense,
shall from time to time execute and deliver to the Agent all such other
assignments, certificates, supplemental documents, and financing statements, and
shall do all other acts or things as the Agent may reasonably request in order
to more fully create, evidence, perfect, continue, and preserve the priority of
the lien herein created or to otherwise obtain the full benefits of this Pledge
Agreement.

                           (e) Change of Name, Corporate Structure, Chief
Executive Office. The Pledgor shall not change its name, identity or corporate
structure (within the meaning of Section 9-402(7) of any applicable enactment of
the 


                                       41
<PAGE>   42

Uniform Commercial Code) or relocate its chief executive office unless it shall
have (i) given the Agent at least 45 days prior written notice thereof and (ii)
delivered to the Agent all financing statements, instruments and other documents
requested by the Agent or the Lenders in connection with such change or
relocation.

                  22. Defaults under this Pledge Agreement. There shall be a
"default" (hereinafter a "Pledge Agreement Default") under this Pledge Agreement
upon the occurrence of any of the following:

                           (a) This Pledge Agreement shall fail to remain in
full force or effect or any action shall be taken to discontinue or to assert
the invalidity or unenforceability of this Pledge Agreement; or

                           (b) The Pledgor shall fail to comply with any of the
terms or provisions of this Pledge Agreement or denies that it has any further
liability under this Pledge Agreement, or gives notice to such effect; or

                           (c) A "Default" under and as defined in the Credit
Agreement occurs and is continuing.

                  23. Rights of the Pledgor, the Agent and the Lenders.

                           (a) Exercise of Stockholder Rights.

                  (i) Unless and until a Pledge Agreement Default shall occur
                  and be continuing, the Pledgor shall be entitled to receive
                  all cash dividends or other distributions on the Pledged Stock
                  (if and to the extent such dividends or distributions are
                  permitted by the terms of the Credit Agreement) except (A)
                  distributions made in capital stock on the Pledged Stock
                  resulting from stock dividends on or subdivision, combination,
                  or reclassification of the outstanding capital stock of any
                  corporation or as a result of any merger, consolidation,
                  acquisition or other exchange of assets of any corporation;
                  and (B) all sums paid on any Pledged Stock upon liquidation or
                  dissolution or reduction of capital, repurchase, retirement,
                  or redemption. All such sums, dividends, distributions,
                  proceeds, or property described in the immediately preceding


                                       42
<PAGE>   43

                  clauses (A) and (B) shall, if received by any Person other
                  than the Agent, be held in trust for the benefit of the Agent
                  and the Lenders and shall forthwith be delivered to the Agent
                  for the benefit of the Agent and the Lenders (accompanied by
                  proper instruments or assignment and/or undated stock powers
                  executed by the Pledgor in accordance with the Agent's
                  instructions) to be held subject to the terms of this Pledge
                  Agreement. Upon the occurrence of a Pledge Agreement Default,
                  the Agent, for the benefit of the Agent and the Lenders, shall
                  be entitled to receive all payments of whatever kind made upon
                  or with respect to any Collateral. The relative rights of the
                  Agent and the Lenders to receive such payments shall be in
                  proportion to the relative amounts of all Obligations owing to
                  the Agent and any Lender and the aggregate amount of all
                  Obligations then outstanding.

                  (ii) Unless a Pledge Agreement Default has occurred and is
                  continuing, the Pledgor shall have the sole and exclusive
                  right to vote and give consents with respect to all the
                  Collateral and to consent to, ratify, or waive notice of any
                  and all meetings. Upon the occurrence and during the
                  continuance of a Pledge Agreement Default, subject to
                  compliance with applicable law, the Agent or the Agent's
                  nominee, on behalf of itself and the Lenders, shall have the
                  right at the Agent's or such nominee's option and after it
                  gives notice to the Pledgor (A) to exercise all voting powers
                  pertaining to the Collateral, including the right to take
                  action by shareholder consent and to consent in advance to any
                  vote proposed to be cast by the Pledgor with respect to any
                  merger, consolidation, liquidation or reorganization of any
                  Subsidiary of the Pledgor and, in connection therewith, to
                  join in and become a party to any plan of recapitalization,
                  reorganization, or readjustment (whether voluntary or
                  involuntary) as shall seem desirable to the Agent, on behalf
                  of itself and the Lenders, to protect or further their
                  interests in respect of the Collateral, (B) to deposit the
                  Collateral under any such plan, and (C) to make any exchange,
                  substitution, cancellation, or surrender of the Collateral
                  required by any such plan and to take such action with respect
                  to the 


                                       43
<PAGE>   44

                  Collateral as may be required by any such plan or for the
                  accomplishment thereof; and no such disposition, exchange,
                  substitution, cancellation, or surrender shall be deemed to
                  constitute a release of the Collateral from the lien of this
                  Pledge Agreement.

                           (b) Right of Sale after Default. Upon the occurrence
and during the continuance of a Pledge Agreement Default, subject to compliance
with applicable law, the Agent, on behalf of itself and the Lenders, may sell,
without recourse to judicial proceedings, with the right to bid for and buy, the
Collateral or any part thereof, upon ten days' notice (which notice is agreed to
be reasonable notice for the purposes hereof) to the Pledgor of the time and
place of sale, for cash, upon credit or for future delivery, at the Agent's
option and in the Agent's complete discretion:

                  (i) At public sale, including a sale at any broker's board or
                  exchange;

                  (ii) At private sale in any commercially reasonable manner
                  which will not require the Collateral, or any part thereof, to
                  be registered in accordance with the Securities Act of 1933,
                  as amended, or the rules and regulations promulgated
                  thereunder, or any other law or regulation. The Agent and each
                  Lender are also hereby authorized, but not obligated, to take
                  such actions, give such notices, obtain such consents, and do
                  such other things as they may deem required or appropriate in
                  the event of sale or disposition of any of the Collateral, and
                  the Pledgor agrees that neither the Agent nor any Lender shall
                  be liable or accountable to the Pledgor for any discount
                  allowed by reason of the fact that such Collateral is sold in
                  compliance with any applicable limitation or restriction of
                  any governmental regulatory authority or official. The Pledgor
                  understands that the Agent, on behalf of itself and the
                  Lenders, may in its discretion approach a restricted number of
                  potential purchasers and that a sale under such circumstances
                  may yield a lower price for the Collateral, or any portion
                  thereof, than would otherwise be obtainable if the same were
                  registered and sold in the open market. Any such private sale
                  shall not by reason thereof be deemed not 


                                       44
<PAGE>   45

                  to have been made in a commercially reasonable manner. In the
                  event of any such sale under the circumstances described in
                  this Section 7(b)(ii), neither the Agent nor any Lender shall
                  incur any responsibility or liability for selling the whole or
                  any part of the Collateral at a price which the Agent may deem
                  reasonable under the circumstances, notwithstanding the
                  possibility that a substantially higher price might be
                  realized if any such sale were a public sale. The Pledgor
                  agrees that in the event the Agent shall so sell the
                  Collateral, or any portion thereof, at such private sale or
                  sales, the Agent and the Lenders shall have the right to rely
                  upon the advice and opinion of any Person who regularly deals
                  in or evaluates stock of the type constituting the Collateral
                  as to the price obtainable in a commercially reasonable manner
                  upon such a private sale thereof.

                  In the case of any sale by the Agent on behalf of itself and
the Lenders of the Collateral on credit or for future delivery, the Collateral
sold may be retained by the Agent until the selling price is paid by the
purchaser, but neither the Agent nor any Lender shall incur liability in case of
failure of the purchaser to take up and pay for the Collateral so sold.

                  In connection with the sale of any of the Collateral, the
Agent and the Lenders are authorized, but not obligated, to limit prospective
purchasers to the extent deemed necessary or desirable by the Agent and the
Lenders to render such sale exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state securities laws. In
the event that, in the opinion of the Agent and the Lenders, it is necessary or
advisable to have such securities registered under the provisions of such Act,
or any similar law relating to the registration of securities, the Pledgor
agrees, at its own expense, to (i) execute and deliver all such instruments and
documents, and to do or cause to be done such other acts and things, as may be
necessary or, in the opinion of the Agent, advisable, to register such
securities under the provisions of such Act or any applicable similar law
relating to the registration of securities, and the Pledgor will use its best
efforts to cause the registration statement relating thereto to become effective
and to remain effective for such period as the Agent shall reasonably request,
and to make all amendments thereof and/or to the related prospectus which, in
the opinion of the Agent, are necessary or desirable, all in conformity with the
requirements of such Act and the rules and regulations of the Securities and


                                       45
<PAGE>   46

Exchange Commission applicable thereto; (ii) use its best efforts to qualify
such securities under state "blue sky" or securities laws, all as reasonably
requested by the Agent; (iii) at the request of the Agent, indemnify and hold
harmless the Lenders, the Agent, any underwriters, employees, officers, agents,
attorneys and accountants (collectively, the "Indemnified Parties") from and
against any loss, liability, claim, damage, and expense (including, without
limitation, reasonable fees of counsel incurred in connection therewith) under
such Act or otherwise, insofar as such loss, liability, claim, damage, or
expense arises out of or is based upon any untrue statement or alleged untrue
statement of any material fact furnished by the Pledgor contained in any
registration statement under which such securities were registered under such
Act or other securities laws, any preliminary prospectus or final prospectus
contained therein, or arise out of or are based upon any omission or alleged
omission by the Pledgor to state therein a material fact required to be stated
or necessary to make the statements therein not misleading, such indemnification
to remain operative regardless of any investigation made by or on behalf of any
Indemnified Party; (iv) cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement that will satisfy the
provisions of Section 11(a) of such Act; and (v) do or cause to be done all such
other acts and things as may be necessary to make such sale of the Collateral or
any part thereof valid and binding and in compliance with applicable law.

                           (c) Other Rights after a Default. Upon the occurrence
and during the continuance of a Default, the Agent, on behalf of itself and the
Lenders, may exercise any and all rights available to secured parties under the
Uniform Commercial Code as enacted in the State of Illinois or other applicable
jurisdiction, as amended, in addition to any and all other rights afforded at
law, in equity, or otherwise.

                           (d) Application of Proceeds. The Agent shall apply
the proceeds of the Collateral, including the proceeds of any sales or other
disposition of the Collateral, or any part thereof, under this Section 7, in the
following order unless a court of competent jurisdiction shall otherwise direct:

                  (i) FIRST, to payment of all reasonable costs and expenses of
                  the Agent and the Lenders incurred in connection with the
                  collection and enforcement of the security interest granted to
                  the Agent and the Lenders pursuant to this Pledge Agreement,
                  including all costs and expenses of any sale 




                                       46
<PAGE>   47

                  pursuant hereto, and of any judicial or private proceedings in
                  which such sale may be made, and of all other expenses,
                  liabilities and advances made or incurred by the Agent, the
                  Lenders and the agents and attorneys of each of them in
                  connection therewith, together with interest at a rate per
                  annum equal to the Floating Rate plus two percent (2%) per
                  annum (unless the Lenders shall determine otherwise) on such
                  costs, expenses and liabilities and on all advances made by
                  the Agent or any Lender from the date any such cost, expense
                  or liability is due, owing or unpaid or any such advance is
                  made, in each case until paid in full;

                  (ii) SECOND, to payment of that portion of the Obligations
                  constituting accrued and unpaid interest, fees and other
                  amounts (other than principal), pro rata amongst each Lender
                  and the Agent in accordance with the proportion which the
                  accrued interest, fees and other amounts (other than
                  principal) constituting Obligations owing to each such Lender
                  or Agent bears to the aggregate amount of accrued interest,
                  fees and other amounts (other than principal) constituting
                  Obligations owing to all of the Lenders and the Agent,
                  together with interest owing thereon until paid in full;

                  (iii) THIRD, to payment of the principal of the Obligations
                  and net termination amounts payable in respect of the Rate
                  Hedging Obligations owing to the Lenders or any Lender,
                  together with interest on such unpaid principal and net
                  termination amounts until paid in full; and

                  (iv) FOURTH, the balance, if any, after all of the Obligations
                  have been satisfied, shall be remitted as required by law.

                           (e) Governance. All rights and remedies available to
the Agent and the Lenders with respect to the grant, foreclosure and enforcement
of the security interest and lien granted hereby and with respect to any action
permitted hereunder may be exercised solely by the Agent acting with the
concurrence of the Required Lenders.



                                       47
<PAGE>   48

                  24.  Miscellaneous.

                           (a) Term. This Pledge Agreement and the lien arising
hereunder (i) shall become effective as of the date hereof upon the execution
hereof, and (ii) shall continue in force until no Obligations to the Agent or
any of the Lenders shall be outstanding and the Commitments shall have been
indefeasibly terminated. If no Obligations remain outstanding and the
Commitments have been indefeasibly terminated, the Agent, at the request and
sole expense of the Pledgor, shall execute and deliver such documents and
instruments as may be necessary to evidence such termination and release.

                           (b) Releases; Partial Releases. Any cash dividends
received by the Pledgor in accordance with the terms of Section 7(a)(i) hereof,
and all distributions received by the Pledgor upon the merger or liquidation of
the Subsidiaries of the Pledgor with or into the Pledgor in accordance with
Section 6.12 of the Credit Agreement, shall be deemed released from the lien of
this Pledge Agreement and shall be held by the Pledgor (or any transferee of the
Pledgor) free and clear of the lien created by this Pledge Agreement. Upon
termination of this Pledge Agreement in accordance with the provisions of
Section 8(a) hereof, the Agent and the Lenders shall, at the Pledgor's request
and expense and subject to the foregoing sentence, execute such releases as the
Pledgor may reasonably request, in form and upon terms acceptable to the Agent
and the Lenders in all respects, and shall deliver, without any representations,
warranties or recourse of any kind whatsoever (other than the representation and
warranty that such property is free and clear of Liens created by the Agent and
the Lenders), all certificates representing the Pledged Stock and other property
held in respect thereof hereunder which is in the Agent's possession, together
with all stock powers or other instruments of transfer reasonably required to
effect delivery to the Pledgor.

                           (c) Waivers. Except to the extent expressly otherwise
provided herein or in any Loan Document, the Pledgor waives, to the extent
permitted by applicable law, (i) any right to require the Agent or any Lender to
proceed against any other person, to exhaust their rights in any other
collateral, or to pursue any other right which either the Agent or any Lender
may have, (ii) with respect to the Obligations, presentment and demand for
payment, protest, notice of protest and non-payment, and notice of the intention
to accelerate, and (iii) all rights of marshalling in respect of any and all of
the Collateral.


                                       48
<PAGE>   49

                           (d) Financing Statement. The Agent, on behalf of
itself and the Lenders, shall be entitled at any time to file this Pledge
Agreement or a carbon, photographic, or other reproduction of this Pledge
Agreement, as a financing statement, but the failure of the Agent to do so shall
not impair the validity or enforceability of this Pledge Agreement. (e))
Survival of Representations. All representations and warranties of the Pledgor
contained in this Pledge Agreement shall survive the execution and delivery of
this Pledge Agreement.

                           (f) Taxes and Expenses. The Pledgor will upon demand
pay to the Agent, on behalf of the Lenders, (a) any taxes (excluding income
taxes, franchise taxes or other taxes levied on gross earnings, profits or the
like) payable or ruled payable by any Federal or State authority in respect of
this Pledge Agreement, together with interest and penalties, if any, and (b) all
reasonable expenses, including the reasonable fees and expenses of counsel for
the Agent and each Lender (which may be employees of the Agent or such Lender)
and of any experts and agents that the Agent or the Lenders may incur in
connection with (i) the administration of this Pledge Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Agent or the Lenders hereunder, or (iv) the failure of
the Pledgor to perform or observe any of the provisions hereof.

                           (g) Headings. The title of and section headings in
this Pledge Agreement are for convenience of reference only, and shall not
govern the interpretation of any of the terms and provisions of this Pledge
Agreement.

                           (h) Agent Appointed Attorney-In-Fact. The Pledgor
hereby irrevocably appoints the Agent as the Pledgor's attorney-in-fact, with
full authority in the place and stead of the Pledgor and in the name of the
Pledgor or otherwise, from time to time in the Agent's discretion reasonably
exercised, to take any and all action and to execute any and all documents and
instruments that the Agent deems reasonably necessary or advisable to accomplish
the purposes of this Pledge Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgor
representing any dividend or other distribution in respect of the Pledged Stock
or any part thereof and to give full discharge for the same, when and to the
extent permitted by this Pledge Agreement. All powers, authorizations and
agencies contained in this Pledge 


                                       49
<PAGE>   50

Agreement are coupled with an interest and are irrevocable until this Pledge
Agreement is terminated and the security interests created hereby are released
in accordance with the terms hereof.

                           (i) Entire Agreement. This Pledge Agreement, the
Credit Agreement and the other Loan Documents embody the entire agreement and
understanding among the Pledgor, the Agent and the Lenders and supersede all
prior oral and written agreements and understandings among the Pledgor, the
Agent and the Lenders relating to the subject hereof. The terms of this Pledge
Agreement shall govern the Collateral pledged hereunder exclusively.

                           (j) Amendments. This Pledge Agreement may be amended
only by an instrument in writing executed jointly by the Pledgor and the Agent,
with the consent of the Required Lenders and supplemented only by documents
delivered or to be delivered in accordance with the express terms hereof.

                           (k) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

                           (l) CONSENT TO JURISDICTION. THE PLEDGOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT AND THE PLEDGOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE PLEDGOR AGAINST THE AGENT OR ANY LENDER OR ANY
AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY 


                                       50
<PAGE>   51

OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS PLEDGE AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,
ILLINOIS; PROVIDED, THAT SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS IF
JURISDICTION MAY NOT BE OBTAINED IN A COURT IN CHICAGO, ILLINOIS.

                           (m) WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE
AGENT HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AGREEMENT OR
THE RELATIONSHIP ESTABLISHED HEREUNDER.

                           (n) Parties Bound; Assignment. This Pledge Agreement
shall be binding on the Pledgor and its successors and assigns and shall inure
to the benefit of the Agent and the Lenders and their respective successors and
assigns, except that the Pledgor shall not have the right to assign its rights
or obligations under this Pledge Agreement or any interest herein, without the
prior written consent of the Agent.

                           (o) Notices. Any notice required or permitted to be
given under this Pledge Agreement shall be in writing and may be, and shall be
deemed, given, if mailed and properly addressed return receipt requested, three
days after the date when deposited in the United States mail, first-class,
postage prepaid, or if by personal delivery, overnight courier, or by telecopy,
when received, addressed to the Pledgor or, to the Agent at the address
indicated below their respective signatures hereto and to the Lenders at the
addresses indicated below their respective signatures to the Credit Agreement.
Each of the Pledgor, the Agent and the Lenders may change the address for
service of notice upon it by a notice in writing to the other parties hereto.

                           (p) Counterparts. This Pledge Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this Pledge
Agreement by signing any such counterpart. This Pledge Agreement shall be
effective when it has been executed by the Pledgor and the Agent.



                                       51
<PAGE>   52

                           (q) Loan Document. This Pledge Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.

                           (r) Section Captions. Section captions used in this
Pledge Agreement are for convenience of reference only and shall not affect the
construction of this Pledge Agreement.

                           (s) Severability. Wherever possible each provision of
this Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.


                                       52
<PAGE>   53

         IN WITNESS WHEREOF, the undersigned have executed this Pledge Agreement
as of the date first above written.

                                        DFC HOLDING CORPORATION

                                        /s/ Richard C. Osborne

                                        By: /s/ Richard C. Osborne
                                           ------------------------------------
                                        Title: /s/ Vice President
                                              ---------------------------------


                                        Address:  980 S. Isabella Road
                                                  Mt. Pleasant, MI  48858

                                                  with a copy to:
                                                  775 Corporate Woods Parkway
                                                  Vernon Hills, IL  60061

                                                  Attn:  Donald D. Holmes
                                                  Telephone:  (847) 215-4447
                                                  Facsimile:  (847) 634-8823

                                        THE FIRST NATIONAL BANK OF
                                          CHICAGO, as Agent

                                        /s/ Jacqueline Hopkins

                                        By: /s/ Jacqueline Hopkins
                                           ------------------------------------
                                        Title: /s/ Authorized Agent
                                              ---------------------------------


                                        Address:  One First National Plaza
                                                  Chicago, IL  60670

                                                  Attn:  Julia Bristow
                                                  Telephone:  (312) 732-5927
                                                  Facsimile:  (312) 732-1117



<PAGE>   54

                      SCHEDULE I TO STOCK PLEDGE AGREEMENT

                              LIST OF PLEDGED STOCK



<TABLE>
<CAPTION>

             Issuer               Type of         Certificate         Number       Percentage
             ------               -------         -----------         ------       ----------
                               Pledged Stock         Number         of Shares       Interest
                               -------------         ------         ---------       --------

<S>                            <C>                <C>               <C>            <C>
The Delfield Company              Common                2              100             100%
</TABLE>




                                       54