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                                                                    Exhibit 10.8

                                                                  EXECUTION COPY

                          PLEDGE AND SECURITY AGREEMENT

        This PLEDGE AND SECURITY AGREEMENT (as amended, supplemented, amended
and restated or otherwise modified from time to time, this "Pledge and Security
Agreement"), dated as of March 17, 2004, is made by American Rock Salt Company
LLC, a New York limited liability company (the "Issuer") and each Domestic
Restricted Subsidiary (as defined in the Indenture) of the Issuer which may from
time to time hereafter become a party hereto pursuant to Section 7.5 (each,
individually, an "Additional Grantor", and collectively, the "Additional
Grantors", and together with the Issuer, each such Domestic Restricted
Subsidiary, each, individually, a "Grantor", and collectively, the "Grantors"),
in favor of U.S. Bank National Association, as collateral agent (together with
its successor(s) thereto, in such capacity, the "Collateral Agent") for each of
the Secured Parties.

                              W I T N E S S E T H :

        WHEREAS, the Issuer, the other Grantors and the Collateral Agent, as
trustee, have entered into an Indenture, dated as of March 17, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Indenture"), and in connection therewith, the Issuer has issued (the "Notes
Issuance") its Senior Secured Notes due 2014 (and, if applicable, its Senior
Secured Notes due 2014, Series B issued in exchange therefor) (collectively, the
"Notes");

        WHEREAS, the Grantors have entered into that certain Credit Agreement,
dated as of March 17, 2004 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Loan Agreement") among the financial
institutions party thereto (the "Senior Lenders") as lenders and Manufacturers
and Traders Trust Company, as the senior collateral agent (the "Agent"),
pursuant to which the Senior Lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan Agreement
is referenced as the "Credit Agreement" under the Indenture, and the other
Grantors hereto have each entered into various agreements granting Liens to the
Agent for the benefit of the Senior Lenders as well;

        WHEREAS, as a condition precedent to the Notes Issuance, each Grantor is
required to execute and deliver this Pledge and Security Agreement;

        WHEREAS, each Grantor has duly authorized the execution, delivery and
performance of this Pledge and Security Agreement; and

        WHEREAS, it is in the best interests of each Grantor to execute this
Pledge and Security Agreement inasmuch as such Grantor will derive substantial
direct and indirect benefits from proceeds of the Notes issued by the Issuer;

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Holders
to acquire the Notes and maintain the Indebtedness evidenced thereby, each
Grantor agrees, for the benefit of each Secured Party, as follows:

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                                    ARTICLE I

                                   DEFINITIONS

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

        "Additional Grantor" and "Additional Grantors" are defined in the
preamble.

        "Agent" is defined in the second recital.

        "Collateral" is defined in Section 2.1.

        "Collateral Agent" is defined in the preamble.

        "Computer Hardware and Software Collateral" means:

                (a) all computer and other electronic data processing hardware,
        integrated computer systems, central processing units, memory units,
        display terminals, printers, features, computer elements, card readers,
        tape drives, hard and soft disk drives, cables, electrical supply
        hardware, generators, power equalizers, accessories and all peripheral
        devices and other related computer hardware;

                (b) all software programs (including both source code, object
        code and all related applications and data files), whether now owned,
        licensed or leased or hereafter acquired by any Grantor, designed for
        use on the computers and electronic data processing hardware described
        in clause (a) above;

                (c) all firmware associated therewith;

                (d) all documentation (including flow charts, logic diagrams,
        manuals, guides and specifications) with respect to such hardware,
        software and firmware described in the preceding clauses (a) through
        (c); and

                (e) all rights with respect to all of the foregoing, including
        any and all copyrights, licenses, options, warranties, service
        contracts, program services, test rights, maintenance rights, support
        rights, improvement rights, renewal rights and indemnifications and any
        substitutions, replacements, additions or model conversions of any of
        the foregoing.

        "Control Agreement" means an agreement in form and substance
satisfactory to the Collateral Agent which provides for the Collateral Agent to
have "control" (as defined in Section 8-106 of the U.C.C., as such term relates
to investment property (other than certificated Capital Stock or commodity
contracts), or as used in Section 9-106 of the U.C.C., as such term relates to
commodity contracts).

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        "Copyright Collateral" means all copyrights (including all copyrights
for semiconductor chip product mask works) of each Grantor, whether statutory or
common law, registered or unregistered, now or hereafter in force throughout the
world including all of such Grantor's right, title and interest in and to all
copyrights registered in the United States Copyright Office or anywhere else in
the world and also including the copyrights referred to in Item A of Schedule V
attached hereto, and all applications for registration thereof, whether pending
or in preparation, all copyright licenses, including each copyright license
referred to in Item B of Schedule V attached hereto, the right to sue for past,
present and future infringements of any thereof, all rights corresponding
thereto throughout the world, all extensions and renewals of any thereof and all
proceeds of the foregoing, including licenses, royalties, income, payments,
claims, damages and proceeds of suit.

        "Distributions" means all non-cash dividends paid on Capital Stock,
liquidating dividends paid on Capital Stock, shares of Capital Stock resulting
from (or in connection with the exercise of) stock splits, reclassifications,
warrants, options, non-cash dividends, mergers, consolidations, and all other
distributions (whether similar or dissimilar to the foregoing) on or with
respect to any Capital Stock constituting Collateral, but shall not include
Dividends.

        "Dividends" means cash dividends and cash distributions with respect to
any Capital Stock constituting Collateral that are not a liquidating dividend.

        "Grantor" and "Grantors" are defined in the preamble.

        "Indenture" is defined in the first recital.

        "Intellectual Property Collateral" means, collectively, the Computer
Hardware and Software Collateral, the Copyright Collateral, the Patent
Collateral, the Trademark Collateral and the Trade Secrets Collateral.

        "Issuer" is defined in the preamble.

        "Loan Agreement" is defined in the second recital.

        "Master Deposit Account" means a deposit account of the Issuer to be
established and maintained with the Collateral Agent upon the occurrence of an
Event of Default.

        "Material Adverse Effect" means a material adverse effect on

                (a) the business, operating results or condition (financial or
        otherwise) of the Issuer and its Subsidiaries, taken as a whole;

                (b) the ability of any Grantor to perform its obligations under
        any of the Related Documents, including the payment of any principal,
        interest, fees, expenses or other amounts under or in respect of any of
        the Related Documents; or

                (c) the validity or enforceability of any of the Related
        Documents or any of the rights or remedies of the Collateral Agent or
        any other Secured Party under any of the Related Documents.

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        "Motor Vehicles" means motor vehicles, tractors, trailers and other like
property, whether or not the title thereto is governed by a certificate of title
or ownership.

        "Notes" is defined in the first recital.

        "Notes Issuance" is defined in the first recital.

        "Patent Collateral" means:

                (a) all letters patent and applications for letters patent,
        including all patent applications in preparation for filing and
        including each patent and patent application referred to in Item A of
        Schedule III attached hereto;

                (b) all reissues, divisions, continuations,
        continuations-in-part, extensions, renewals and reexaminations of any of
        the items described in clause (a);

                (c) all patent licenses, including each patent license referred
        to in Item B of Schedule III attached hereto; and

                (d) all proceeds of, and rights associated with, the foregoing
        (including license royalties and proceeds of infringement suits), the
        right to sue third parties for past, present or future infringements of
        any patent or patent application, including any patent or patent
        application referred to in Item A of Schedule III attached hereto, and
        for breach or enforcement of any patent license, including any patent
        license referred to in Item B of Schedule III attached hereto, and all
        rights corresponding thereto throughout the world.

        "Pledge and Security Agreement" is defined in the preamble.

        "Receivables" is defined in clause (c) of Section 2.1.

        "Related Contracts" is defined in clause (c) of Section 2.1.

        "Related Documents" means the Indenture, the Notes, this Pledge and
Security Agreement, the Trademark Security Agreement, the Patent Security
Agreement, if any, the Copyright Security Agreement, if any, and the Mortgages.

        "SEC" means the Securities and Exchange Commission.

        "Secured Obligations" is defined in Section 2.2.

        "Secured Parties" means the Collateral Agent, the Trustee and the
Holders.

        "Securities Act" is defined in Section 6.2.

        "Senior Lenders" is defined in the second recital.

        "Sinking Fund Collateral Account" means the account established with the
Agent pursuant to the Escrow and Security Agreement made by Issuer in favor of
the Agent into which all sinking fund payments required to be made pursuant to
the terms of the Credit Agreement



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must be deposited and in which account the Agent and Senior Lenders have a
first-priority security interest.

        "Subsidiary" with respect to any Person, means (1) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person; or (2) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

        "Trademark Collateral" means:

                (a) all trademarks, trade names, corporate names, company names,
        business names, fictitious business names, trade styles, service marks,
        certification marks, collective marks, logos, other source of business
        identifiers, prints and labels on which any of the foregoing have
        appeared or appear, designs and general intangibles of a like nature
        (all of the foregoing items in this clause (a) being collectively called
        a "Trademark"), now existing anywhere in the world or hereafter adopted
        or acquired, whether currently in use or not, all registrations and
        recordings thereof and all applications in connection therewith, whether
        pending or in preparation for filing, including registrations,
        recordings and applications in the United States Patent and Trademark
        Office or in any office or agency of the United States of America or any
        State thereof or any foreign country, including those referred to in
        Item A of Schedule IV attached hereto;

                (b) all Trademark licenses, including each Trademark license
        referred to in Item B of Schedule IV attached hereto;

                (c) all reissues, extensions or renewals of any of the items
        described in clause (a) and (b);

                (d) all of the goodwill of the business connected with the use
        of, and symbolized by the items described in, clauses (a) and (b); and

                (e) all proceeds of, and rights associated with, the foregoing,
        including any claim by any Grantor against third parties for past,
        present or future infringement or dilution of any Trademark, Trademark
        registration or Trademark license, including any Trademark, Trademark
        registration or Trademark license referred to in Item A and Item B of
        Schedule IV attached hereto, or for any injury to the goodwill
        associated with the use of any such Trademark or for breach or
        enforcement of any Trademark license.

        "Trade Secrets Collateral" means all common law and statutory trade
secrets and all other confidential or proprietary or useful information and all
know-how obtained by or used in or contemplated at any time for use in the
business of any Grantor (all of the foregoing being collectively called a "Trade
Secret"), whether or not such Trade Secret has been reduced to a writing or
other tangible form, including all documents and things embodying, incorporating
or referring in any way to such Trade Secret, all Trade Secret licenses,
including each Trade Secret license referred to in Schedule VI attached hereto,
and including the right to sue for and to enjoin

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and to collect damages for the actual or threatened misappropriation of any
Trade Secret and for the breach or enforcement of any such Trade Secret license.

        "U.C.C." means the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, that if, with respect to any U.C.C.
financing statement or by reason of any provisions of law, the perfection or the
effect of perfection or non-perfection of the security interests granted to the
Collateral Agent pursuant to the applicable Related Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, then "U.C.C." means the Uniform Commercial Code as in
effect from time to time in such other jurisdiction for purposes of the
provisions of each Related Document and any U.C.C. financing statement relating
to such perfection or effect of perfection or non-perfection.

        Section 1.2. Indenture Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Pledge and Security
Agreement, including its preamble and recitals, have the meanings provided in
the Indenture.

        Section 1.3. U.C.C. Definitions. Unless otherwise defined herein or in
the Indenture or the context otherwise requires and whether or not capitalized,
terms for which meanings are provided in Article 8 or Article 9 of the U.C.C.
are used in this Pledge and Security Agreement, including its preamble and
recitals, with such meanings.

                                   ARTICLE II

                                SECURITY INTEREST

        Section 2.1. Grant of Security Interest. Each Grantor hereby assigns,
pledges, hypothecates, charges, mortgages, delivers, and transfers to the
Collateral Agent for its benefit and the ratable benefit of each of the Secured
Parties, and hereby grants to the Collateral Agent for its benefit and the
ratable benefit of each of the Secured Parties, a continuing security interest
in all of the following property, whether tangible or intangible, whether now or
hereafter existing, owned or acquired by such Grantor, and wherever located
(collectively the "Collateral"):

                (a) (i) all investment property in which such Grantor has an
        interest (including the Capital Stock of each issuer of such Capital
        Stock described in Schedule I hereto) and (ii) all other Capital Stock
        which are interests in limited liability companies or partnerships in
        which such Grantor has an interest (including the Capital Stock of each
        issuer of such Capital Stock described in Schedule I hereto), in each
        case together with Dividends and Distributions payable in respect of the
        Collateral described in the foregoing clauses (a)(i) and (a)(ii), and;

                (b) all goods, including all equipment and inventory;

        and all accessions thereto, products thereof and documents therefor (any
        and all such inventory, materials, goods, accessions, products and
        documents being the "Inventory");



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                (c) all accounts, contracts, contract rights, chattel paper,
        documents, instruments, promissory notes and general intangibles
        (including tax refunds and payment intangibles), whether or not arising
        out of or in connection with the sale or lease of goods or the rendering
        of services, and all rights now or hereafter existing in and to all
        security agreements, guaranties, leases and other contracts securing or
        otherwise relating to any such accounts, contracts, contract rights,
        chattel paper, documents, instruments, promissory notes, and general
        intangibles and payment intangibles (all of the foregoing being the
        "Receivables", and any and all such security agreements, guaranties,
        leases and other contracts being the "Related Contracts");

                (d) all deposit accounts (including the Master Deposit Account)
        and all cash, checks, drafts, notes, bills of exchange, money orders and
        other like instruments, if any, now owned or hereafter acquired, held
        therein (or in sub-accounts thereof) and all certificates and
        instruments, if any, from time to time representing or evidencing such
        investments, and all interest, earnings and proceeds in respect thereof;

                (e) all Intellectual Property Collateral;

                (f) all letter of credit rights;

                (g) all commercial tort claims in which such Grantor has rights
        (including as a plaintiff);

                (h) all books, records, writings, data bases, information and
        other property relating to, used or useful in connection with,
        evidencing, embodying, incorporating or referring to, any of the
        foregoing in this Section;

                (i) all other property and rights of every kind and description
        and interests therein; and

                (j) all products, offspring, rents, issues, profits, returns,
        income, supporting obligations and proceeds of and from any and all of
        the foregoing Collateral (including proceeds which constitute property
        of the types described in clauses (a) through (i), and, to the extent
        not otherwise included, all payments under insurance (whether or not the
        Collateral Agent is the loss payee thereof), or any indemnity, warranty
        or guaranty, payable by reason of loss or damage to or otherwise with
        respect to any of the foregoing Collateral).

Notwithstanding the foregoing, "Collateral" shall not include (a) any general
intangibles or other rights arising under any contracts or licenses (other than,
in each of the foregoing cases, any right to receive payments) or other
documents described in such clause as to which the grant of a security interest
would constitute a violation of a valid and enforceable restriction in favor of
a third party on such grant, unless and until any required consents shall have
been obtained; (b) investment property consisting of Capital Stock of an issuer
that is a Foreign Subsidiary of such Grantor, in excess of 65% of the total
combined voting power of all Capital Stock of each such Foreign Subsidiary; (c)
the Sinking Fund Collateral Account and (d) any Capital Stock and other
securities of a Subsidiary to the extent that the pledge of such Capital Stock
and other securities results in the Issuer being required to file separate
financial statements of each Subsidiary with

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the SEC, but only to the extent necessary to not be subject to such requirement.
Each Grantor agrees to use reasonable efforts to obtain any such required
consent in respect of the general intangibles or other rights referred to above
in clause (a).

        Section 2.2. Security for Obligations. This Pledge and Security
Agreement secures the payment of all Obligations of the Issuer now or hereafter
existing under the Indenture, the Notes and each other Related Document to which
the Issuer is or may become a party, whether for principal, interest, costs,
fees, expenses or otherwise, and all Obligations of each Grantor now or
hereafter existing under its Subsidiary Guarantee, this Pledge and Security
Agreement and each other Related Document to which such Grantor is or may become
a party (all such obligations of such Grantor being the "Secured Obligations").

        Section 2.3. Delivery of Certificated Securities and Intercompany Notes.
All Collateral comprised of Intercompany Notes and certificated Capital Stock
shall be delivered to and held by or on behalf of (and, in the case of the
Intercompany Notes, endorsed to the order of) the Collateral Agent pursuant
hereto, shall be in suitable form for transfer by delivery, and shall be
accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

        Section 2.4. Dividends on Securities and Payments on Intercompany Notes.
In the event that any Dividend is to be paid on any Capital Security that
constitutes Collateral or any payment of principal or interest is to be made on
any Intercompany Note at a time when no Default of the nature referred to in
clause (7) of Section 6.01 of the Indenture or Event of Default has occurred and
is continuing or would result there from such Dividend or payment may be paid
directly to the applicable Grantor. If any such Default or Event of Default has
occurred and is continuing, then any such Dividend or payment shall be paid
directly to the Collateral Agent.

        Section 2.5. Continuing Security Interest; Transfer of Notes. This
Pledge and Security Agreement shall create a continuing security interest in the
Collateral and shall

                (a) remain in full force and effect until payment in full in
        cash of all Secured Obligations,

                (b) be binding upon each Grantor, its successors, transferees
        and assigns, and

                (c) inure, together with the rights and remedies of the
        Collateral Agent hereunder, to the benefit of the Collateral Agent and
        each other Secured Party.

Without limiting the generality of the foregoing clause (c), any Holder may
assign or otherwise transfer (in whole or in part) any Note held by it to any
other Person, and such other Person shall thereupon become vested with all the
rights and benefits in respect thereof granted to such Holder under any Related
Document (including this Pledge and Security Agreement) or otherwise, subject,
however, to any contrary provisions in such assignment or transfer, and to the
provisions of Sections 2.14 and 2.15 of the Indenture. Upon the payment in full
in cash of all Secured Obligations, the security interest granted herein shall
terminate and all rights to the Collateral shall revert to such Grantor. Upon
any such termination, the Collateral Agent will, at such Grantor's sole expense,
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination. Upon (i) the sale, transfer or
other disposition of Collateral in accordance with Section 4.16 of the Indenture
or (ii) the

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payment in full in cash of all Secured Obligations, the security interests
granted herein shall automatically terminate with respect to (x) such Collateral
(in the case of clause (i)) or (y) all Collateral (in the case of clause (ii)).
Upon any such sale, transfer, disposition or termination, the Collateral Agent
will, at such Grantor's sole expense, deliver to such Grantor, without any
representations, warranties or recourse of any kind whatsoever, all applicable
certificated securities and all applicable Intercompany Notes, together with all
other applicable Collateral held by the Collateral Agent hereunder, and execute
and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination (including such documents as such Grantor
shall reasonably request to remove the notation of the Collateral Agent as
lienholder on any certificate of title for any applicable Motor Vehicle).

        Section 2.6. Grantor Remains Liable. Anything herein to the contrary
notwithstanding

                (a) each Grantor shall remain liable under the contracts and
        agreements included in the Collateral to the extent set forth therein,
        and shall perform all of its duties and obligations under such contracts
        and agreements to the same extent as if this Pledge and Security
        Agreement had not been executed,

                (b) the exercise by the Collateral Agent of any of its rights
        hereunder shall not release any Grantor from any of its duties or
        obligations under any such contracts or agreements included in the
        Collateral, and

                (c) neither the Collateral Agent nor any other Secured Party
        shall have any obligation or liability under any such contracts or
        agreements included in the Collateral by reason of this Pledge and
        Security Agreement, nor shall the Collateral Agent or any other Secured
        Party be obligated to perform any of the obligations or duties of any
        Grantor thereunder or to take any action to collect or enforce any claim
        for payment assigned hereunder.

        Section 2.7. Security Interest Absolute. This Pledge and Security
Agreement shall in all respects be a continuing, absolute, unconditional and
irrevocable grant of security interest, and shall remain in full force and
effect until all of the Security Obligations have been paid in full. All rights
of the Collateral Agent and the security interests granted to the Collateral
Agent (for its benefit and the ratable benefit of each other Secured Party)
hereunder, and all obligations of each Grantor hereunder, shall be absolute and
unconditional and irrevocable, irrespective of


                (a) any lack of validity, legality or enforceability of the
        Indenture, any Note or any other Related Document;

                (b) the failure of any Secured Party

                        (i) to assert any claim or demand or to enforce any
                right or remedy against the Issuer, any other Grantor or any
                other Person under the provisions of the Indenture, any Note,
                any other Related Document or otherwise, or

                        (ii) to exercise any right or remedy against any other
                guarantor of, debtor or obligor with respect to, or collateral
                securing, any Secured Obligations;

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                (c) any change in the time, manner or place of payment of, or in
        any other term of, all or any of the Secured Obligations or any other
        extension, compromise or renewal of any Secured Obligations;

                (d) any reduction, limitation, impairment or termination of any
        Secured Obligations for any reason, including any claim of waiver,
        release, surrender, alteration or compromise, and shall not be subject
        to (and each Grantor hereby waives any right to or claim of) any defense
        or setoff, counterclaim, recoupment or termination whatsoever by reason
        of the invalidity, illegality, nongenuineness, irregularity, compromise,
        unenforceability of, or any other event or occurrence affecting, any
        Secured Obligations or otherwise;

                (e) any amendment to, rescission, waiver, or other modification
        of, or any consent to departure from, any of the terms of the Indenture,
        any Note or any other Related Document;

                (f) any addition, exchange, release, surrender or non-perfection
        of any collateral (including the Collateral), or any amendment to or
        waiver or release of or addition to or consent to departure from any
        guaranty, for any of the Secured Obligations; or

                (g) any other circumstances which might otherwise constitute a
        defense available to, or a legal or equitable discharge of, the Issuer,
        any other Grantor, any surety or any guarantor, debtor or obligor.

        Section 2.8. Postponement of Subrogation, etc. Each Grantor hereby
agrees that it will not exercise any rights which it may acquire by reason of
any payment made hereunder, whether by way of subrogation, reimbursement or
otherwise, until the prior payment in full in cash of all Secured Obligations.
Any amount paid to any Grantor on account of any payment made hereunder prior to
the payment in full in cash of all Secured Obligations shall be held in trust
for the benefit of the Secured Parties and shall immediately be paid to the
Secured Parties and credited and applied against the Secured Obligations,
whether matured or unmatured, in accordance with the terms of the Indenture;
provided, however, that if

                (a) such Grantor has made payment to the Secured Parties of all
        or any part of the Secured Obligations, and


                (b) all Secured Obligations have been paid in full in cash,

each Secured Party agrees that, at the requesting Grantor's request and sole
expense, the Secured Parties will execute and deliver to such Grantor
appropriate documents (without recourse and without representation or warranty)
necessary to evidence the transfer by subrogation to such Grantor of an interest
in the Secured Obligations resulting from such payment by such Grantor. In
furtherance of the foregoing, for so long as any Secured Obligations remain
outstanding, each Grantor shall refrain from taking any action or commencing any
proceeding against the Issuer or any other Grantor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in respect of payments made under this Pledge and Security
Agreement to any Secured Party.

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                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

        Section 3.1. Representations and Warranties. Each Grantor represents and
warrants to each Secured Party insofar as the representations and warranties
contained herein are applicable to such Grantor and its properties, as set forth
in this Article III.

        Section 3.2. As to Capital Stock of Subsidiaries. With respect to any
Subsidiary of any Grantor that is

                (a) a corporation, business trust, joint stock company or
        similar Person, all Capital Stock issued by such Subsidiary are duly
        authorized and validly issued, fully paid and non-assessable, and
        represented by a certificate; and

                (b) a partnership or limited liability company, no Capital Stock
        issued by such Subsidiary (i) are dealt in or traded on securities
        exchanges or in securities markets, (ii) expressly provide that such
        Capital Stock are a security governed by Article 8 of the U.C.C. or
        (iii) are held in a securities account.

The percentage of the issued and outstanding Capital Stock of each Subsidiary
pledged by any Grantor hereunder are as set forth in Schedule I hereto.

        Section 3.3. As to Intercompany Notes. In the case of each Intercompany
Note, all of such Intercompany Notes have been duly authorized, executed,
endorsed, issued and delivered, and are the legal, valid and binding obligation
of the issuers thereof, and are not in default.

        Section 3.4. Grantor Name, Location, etc. The jurisdiction in which each
Grantor is located for purposes of Sections 9-301 and 9-307 of the U.C.C. is set
forth in Item A of Schedule II hereto. Set forth in Item B of Schedule II is
each location a secured party would have filed a U.C.C. financing statement to
perfect a security interest in equipment, inventory and general intangibles
owned by each Grantor in the past five years. No Grantor has any trade names
other than those set forth in Item C of Schedule II hereto. During the past five
years preceding the date hereof, no Grantor has been known by any legal name
different from the one set forth on the signature page hereto, nor has such
Grantor been the subject of any merger or other corporate reorganization, except
as set forth in Item D of Schedule II hereto. The name set forth on the
signature page is the true and correct name of such Grantor. Each Grantor's
federal taxpayer identification number is (and, during the four months preceding
the date hereof, such Grantor has not had a federal taxpayer identification
number different from that) set forth in Item E of Schedule II hereto. No
Grantor is a party to any federal contract except as set forth in Item F of
Schedule II hereto. No Grantor maintains any deposit accounts with any Person
except as set forth in Item G of Schedule II hereto.

        Section 3.5. Ownership, No Liens, etc. Such Grantor owns its Collateral
free and clear of any Lien, security interest, charge or encumbrance except for
the security interest created by this Pledge and Security Agreement except as
permitted by the Indenture. No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the Collateral
Agent

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relating to this Pledge and Security Agreement or as have been filed in
connection with Liens permitted pursuant to Section 4.18 of the Indenture or as
to which a duly executed termination statement relating to such financing
statement or other instrument has been delivered to the Collateral Agent on the
Closing Date.

        Section 3.6. Possession and Control. Each Grantor agrees that it will
maintain exclusive possession of its goods, instruments, promissory notes and
inventory, other than (a) inventory in transit in the ordinary course of
business, (b) inventory which is in the possession or control of a warehouseman,
bailee agent or other Person (other than a Person controlled by or under common
control with such Grantor) that has been notified of the security interest
created in favor of the Secured Parties pursuant to this Pledge and Security
Agreement, and has agreed to hold such inventory subject to the Secured Parties'
Lien and waive any Lien held by it against such inventory and (c) instruments or
promissory notes that have been delivered to the Collateral Agent or the Agent,
as applicable, pursuant to Section 3.7.

        Section 3.7. Negotiable Documents, Instruments and Chattel Paper. Such
Grantor has, contemporaneously herewith, delivered to the Agent, in accordance
with the Intercreditor Agreement, possession of all originals of all negotiable
documents, instruments and chattel paper currently owned or held by such Grantor
(duly endorsed in blank).

        Section 3.8. Intellectual Property Collateral. With respect to any
Intellectual Property Collateral the loss, impairment or infringement of which
could reasonably be expected to have a Material Adverse Effect:

                (a) such Intellectual Property Collateral is subsisting and has
 not been adjudged invalid or unenforceable, in whole or in part;

                (b) such Intellectual Property Collateral is valid and
 enforceable;

                (c) such Grantor has made all necessary filings and recordations
        to protect its interest in such Intellectual Property Collateral (except
        with respect to Intellectual Property Collateral that it is acquiring on
        the date hereof, in which case, such Grantor agrees to promptly (and in
        any event within 15 Business Days of the date hereof) deliver to the
        United States Patent and Trademark Office for filing on proper forms,
        together with the necessary filing fees, all necessary filings and
        recordations to protect its interest in such newly-acquired Intellectual
        Property Collateral), including recordations of all of its interests in
        the Patent Collateral, if any, and Trademark Collateral in the United
        States Patent and Trademark Office and in corresponding offices in
        countries in which the failure to so file and/or record could reasonably
        be expected to have a Material Adverse Effect and its claims to the
        Copyright Collateral, if any, in the United States Copyright Office and
        in corresponding offices in countries in which the failure to so file
        and/or record could reasonably be expected to have a Material Adverse
        Effect;

                (d) such Grantor is the exclusive owner of the entire and
        unencumbered right, title and interest in and to such Intellectual
        Property Collateral and no claim has been made that the use of such
        Intellectual Property Collateral does or may violate the asserted rights
        of any third party; and

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<PAGE>

                (e) such Grantor has performed and will continue to perform all
        acts and has paid and will continue to pay all required fees and taxes
        to maintain each and every such item of Intellectual Property Collateral
        in full force and effect throughout the world, as applicable.

Such Grantor owns directly or is entitled to use by license or otherwise, all
patents, Trademarks, Trade Secrets, copyrights, mask works, licenses,
technology, know-how, processes and rights with respect to any of the foregoing
used in or necessary for the conduct of such Grantor's business.

        Section 3.9. Validity, etc. This Pledge and Security Agreement creates a
valid continuing security interest in the Collateral securing the payment of the
Secured Obligations, and, subject to the Intercreditor Agreement and Liens of
the type referred to in clause (xiii) of the definition of "Permitted Liens" in
the Indenture:

                (a) in the case of Collateral comprised of certificated
        securities or instruments, upon the delivery of such Collateral to the
        Agent, such security interest will be a valid first priority perfected
        security interest;

                (b) in the case of Collateral comprised of uncertificated
        securities and other investment property (other than certificated
        Securities), upon the Agent obtaining "control" (as defined in Section
        8-106 of the U.C.C., as such term relates to investment property (other
        than certificated securities or commodity contracts), or as used in
        Section 9-106 of the U.C.C., as such term relates to commodity
        contracts) of such Collateral and the filing of the Uniform Commercial
        Code financing statements delivered by the Grantor having an interest in
        such Collateral to the Collateral Agent with respect to such Collateral,
        such security interest will be a valid first priority perfected security
        interest;

                (c) in the case of Collateral comprised of Motor Vehicles, upon
        the recordation or notation of the Collateral Agent's Lien on the
        certificates of title or ownership in respect of such Motor Vehicles and
        the filing of the Uniform Commercial Code financing statements delivered
        by the Grantor having an interest in such Motor Vehicles to the
        Collateral Agent with respect to such Collateral, such security interest
        will be a valid first priority perfected security interest;

                (d) in the case of all other Collateral, upon the filing in the
        jurisdiction of incorporation or formation of the applicable Grantor
        Uniform Commercial Code financing statements delivered by the Grantor to
        the Collateral Agent with respect to such Collateral, such security
        interest will be a valid first priority perfected security interest
        (except to the extent a Uniform Commercial Code financing statement was
        previously filed in connection with Liens permitted pursuant to Section
        4.18 of the Indenture and such financing statement remains effective in
        respect of such Collateral).

Each Grantor agrees to deliver UCC-1 and UCC-3 financing statements to a filing
agent acceptable to the Collateral Agent and make any other filings reasonably
necessary to perfect the security interests contemplated hereby at the sole
expense of such Grantor.

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<PAGE>

        Section 3.10. Authorization, Approval, etc. Except as have been obtained
or made and are in full force and effect (or otherwise provided for to the
satisfaction of the Agents), no authorization, approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either

                (a) for the grant by such Grantor of the security interest
        granted hereby, the pledge by such Grantor of any Collateral pursuant
        hereto or for the execution, delivery and performance of this Pledge and
        Security Agreement by such Grantor,

                (b) for the perfection of or the exercise by the Collateral
        Agent of its rights and remedies hereunder, or

                (c) for the exercise by the Collateral Agent of the voting or
        other rights provided for in this Pledge and Security Agreement, or,
        except with respect to any Capital Stock issued by a Subsidiary of such
        Grantor, as may be required in connection with a disposition of such
        Capital Stock by laws affecting the offering and sale of securities
        generally, the remedies in respect of the Collateral pursuant to this
        Pledge and Security Agreement.

                                   ARTICLE IV

                                    COVENANTS

        Section 4.1. Certain Covenants. Each Grantor covenants and agrees that,
so long as any portion of the Secured Obligations shall remain unpaid, such
Grantor will, unless the Trustee shall otherwise consent in writing, perform,
comply with and be bound by the obligations set forth in this Article IV.

        Section 4.2. As to Investment Property and Intercompany Notes; Etc.

        SECTION 4.2.1. Capital Stock of Subsidiaries. No Grantor will allow any
of its Subsidiaries that is

                (a) a corporation, business trust, joint stock company or
        similar Person, to issue uncertificated securities; and

                (b) a partnership or limited liability company, to (i) issue
        Capital Stock that are to be dealt in or traded on securities exchanges
        or in securities markets, (ii) expressly provide in its organic
        documents that its Capital Stock are securities governed by Article 8 of
        the U.C.C., or (iii) place such Subsidiary's Capital Stock in a
        securities account.

        SECTION 4.2.2. Investment Property (other than Certificated Securities).
With respect to any investment property (other than certificated securities) of
such Grantor, such Grantor shall (a) cause a Control Agreement relating to such
investment property to be executed and delivered in favor of the Collateral
Agent and (b) deliver Uniform Commercial Code financing statements which when
filed will result in the Collateral Agent having a first priority perfected
security interest in such investment property.

                                       14

<PAGE>

        SECTION 4.2.3. Stock Powers, etc. Such Grantor agrees that all
certificated securities constituting Collateral delivered by such Grantor
pursuant to this Pledge and Security Agreement will be accompanied by duly
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Collateral Agent. Grantor will, from time to time upon the
request of the Collateral Agent, promptly deliver to the Collateral Agent such
stock powers, instruments, and similar documents, satisfactory in form and
substance to the Collateral Agent, with respect to such Collateral as the
Collateral Agent may reasonably request and will, from time to time upon the
request of the Collateral Agent after the occurrence of any Event of Default,
promptly transfer any securities constituting Collateral into the name of any
nominee designated by the Collateral Agent.

        SECTION 4.2.4. Continuous Pledge. Such Grantor will, at all times, keep
pledged to the Collateral Agent pursuant hereto on a first priority perfected
basis all investment property constituting Collateral, all Dividends and
Distributions with respect thereto, all Intercompany Notes, all interest,
principal and other proceeds received by the Collateral Agent with respect to
the Intercompany Notes, and all other Collateral and other securities,
instruments, proceeds, and rights from time to time received by or distributable
to such Grantor in respect of any of the foregoing Collateral and will not
permit any Subsidiary of such Grantor to issue any securities which shall not
have been immediately duly pledged hereunder on a first priority perfected
basis.

        SECTION 4.2.5. Voting Rights; Dividends, etc. Such Grantor agrees:

                (a) after any Default of the nature referred to in clause (7) of
        Section 6.01 of the Indenture or any Event of Default shall have
        occurred and be continuing, promptly upon receipt of notice thereof by
        such Grantor and without any request therefor by the Collateral Agent,
        to deliver (properly endorsed where required hereby or requested by the
        Collateral Agent) to the Collateral Agent all Dividends, Distributions,
        all interest, all principal, all other cash payments, and all proceeds
        of the Collateral, all of which shall be held by the Collateral Agent as
        additional Collateral for use in accordance with clause (b) of Section
        6.1; and

                (b) after any Event of Default shall have occurred and be
        continuing and the Collateral Agent has notified such Grantor of the
        Collateral Agent's intention to exercise its voting power under this
        Section 4.2.5(b)

                        (i) the Collateral Agent may exercise (to the exclusion
                of such Grantor) the voting power and all other incidental
                rights of ownership with respect to any securities or other
                investment property constituting Collateral and such Grantor
                hereby grants the Collateral Agent an irrevocable proxy,
                exercisable under such circumstances, to vote such securities
                and such other Collateral; and

                        (ii) promptly to deliver to the Collateral Agent such
                additional proxies and other documents as may be necessary to
                allow the Collateral Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, payment
intangibles and proceeds which may at any time and from time to time be held by
such Grantor but which such

                                       15

<PAGE>

Grantor is then obligated to deliver to the Collateral Agent, shall, until
delivery to the Collateral Agent, be held by such Grantor separate and apart
from its other property in trust for the Collateral Agent. The Collateral Agent
agrees that unless an Event of Default shall have occurred and be continuing and
the Collateral Agent shall have given the notice referred to in Section
4.2.5(b), such Grantor shall have the exclusive voting power with respect to any
securities constituting Collateral and the Collateral Agent shall, upon the
written request of such Grantor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by such Grantor which are
necessary to allow such Grantor to exercise voting power with respect to any
such securities; provided, however, that no vote shall be cast, or consent,
waiver, or ratification given, or action taken by such Grantor that would
violate any provision of the Indenture or any other Related Document (including
this Pledge and Security Agreement).

        SECTION 4.2.6. Amendment of Organic Documents. Such Grantor will not
amend, supplement or otherwise modify, or permit, consent or suffer to occur any
amendment, supplement or modification of any terms or provisions contained in,
or applicable to, any certificate of incorporation, formation, LLC agreement,
operating agreement, shareholder agreement or similar document of any issuer of
any Capital Security comprising the Collateral in which it has an equity
interest if the effect thereof is to impair, or is in any manner adverse to, the
rights or interests of the Collateral Agent or any other Secured Party hereunder
or under the Indenture or any other Related Document, without the prior written
consent of the Collateral Agent and the Holder or Holders of at least a majority
in aggregate principal amount of the outstanding Notes. No Grantor will change
its name or place of incorporation or organization or federal taxpayer
identification number except upon 30 days' prior written notice to the
Collateral Agent. If any Grantor is organized outside of the United States, it
will not change its "location" as determined in accordance with Sections 9-301
and 9-307 of the U.C.C. and as set forth in Item A of Schedule II hereto except
upon 30 days' prior written notice to the Collateral Agent.

        Section 4.3. As to Receivables. (a) Each Grantor shall have the right to
collect all Receivables so long as no Default of the nature set forth in clause
(7) of Section 6.01 of the Indenture nor any Event of Default shall have
occurred and be continuing; provided, however, that such Grantor agrees to
promptly deposit all payments received by such Grantor on account of the
Receivables, whether in the form of cash, checks, drafts, notes, bills of
exchange, money orders or other like instruments or otherwise, in a deposit
account in precisely the form in which received (but with any endorsements of
such Grantor necessary for deposit or collection).

        (b) All proceeds of Collateral received by such Grantor shall be
deposited into a deposit account of such Grantor, unless, during the occurrence
and continuance of an Event of Default, such Grantor is otherwise notified in
writing by the Collateral Agent. Following any such notice by the Collateral
Agent to such Grantor pursuant to this Section 4.4(b), all proceeds of
Collateral received by such Grantor shall be delivered in kind to the Master
Deposit Account (which shall be established by the Issuer with the Collateral
Agent if such Master Deposit Account is not then existing) or any other account
or accounts specified by the Collateral Agent. Proceeds of Collateral received
by such Grantor shall, prior to deposit in the Master Deposit Account or such
other account or accounts specified by the Collateral Agent, be held separate
and apart from, and not commingled with, all other property and in express trust
for the benefit of the Collateral Agent until delivery thereof is made to the
Master Deposit Account or such other account or accounts.

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<PAGE>

        (c) Following and during the continuance of an Event of Default, such
Grantor shall transfer all funds out of each of its deposit accounts that is not
the Master Deposit Account (other than, in the aggregate, cash or Cash
Equivalent Investments in all deposit accounts (other than the Master Deposit
Account) that do not exceed at any time $10,000) for deposit into the Master
Deposit Account at the close of business each day or, if not commercially
reasonable to do so, no less frequently than once every five Business Days.

        (d) The Collateral Agent shall have the right to apply any amount in
each deposit account (including the Master Deposit Account) to the payment of
any Secured Obligations which are due and payable or payable upon demand or to
the payment of any Secured Obligations at any time that an Event of Default
shall have occurred and be continuing.

        (e) With respect to each deposit account maintained with the Collateral
Agent (including the Master Deposit Account), it is hereby agreed that (i)
deposits in each such deposit account are subject to a security interest as
contemplated hereby, (ii) each such deposit account shall be under the sole
dominion and control of the Collateral Agent and (iii) the Collateral Agent
shall have the sole right of withdrawal over each such deposit account;
provided, however, that, unless and until the Collateral Agent shall notify the
applicable Grantors that an Event of Default shall have occurred and be
continuing and that during the continuance thereof, no such Grantor shall
withdraw any of the funds contained in any such deposit account (which notice
may be given by telephone if promptly confirmed in writing or by facsimile), any
such Grantor may at any time withdraw any of the funds contained in its deposit
account for use in any lawful manner not inconsistent with the provisions of
this Pledge and Security Agreement, the Indenture or any other Related Document.

        Section 4.4. Motor Vehicles. (a) Each Grantor shall deliver to the
Collateral Agent the original of the certificate of title or ownership listing
the Collateral Agent as lienholder for (i) any Motor Vehicle owned by such
Grantor that has a fair market value of at least $50,000 or (ii) at the request
of the Collateral Agent, any other Motor Vehicle owned by such Grantor.

        (b) Upon the acquisition after the date hereof by such Grantor of (i)
any Motor Vehicle having a fair market value of at least $50,000 or (ii) any
other Motor Vehicle for which the Collateral Agent has requested the original of
the certificate of title or ownership thereof, such Grantor shall deliver to the
Collateral Agent originals of the certificates of title or ownership for such
Motor Vehicles, together with the manufacturer's statement of origin with the
Collateral Agent listed as lienholder.

        (c) Without limiting Section 5.1, such Grantor hereby appoints the
Collateral Agent as its attorney-in-fact, effective the date hereof, and
terminating upon the termination of this Pledge and Security Agreement, for the
purpose of (i) executing on behalf of such Grantor title or ownership
applications for filing with appropriate state agencies to enable Motor Vehicles
now owned or hereafter acquired by such Grantor to be retitled and the
Collateral Agent listed as lienholder thereon, (ii) filing such applications
with such state agencies and (iii) executing such other documents and
instruments on behalf of, and taking such other action in the name of, such
Grantor as the Collateral Agent may deem necessary or advisable to accomplish
the purposes hereof (including, without limitation, the purpose of creating in
favor of the Collateral Agent a perfected lien on the Motor Vehicles and
exercising the rights and remedies of the Collateral

                                       17

<PAGE>

Agent under Section 6.1 hereof). This appointment as attorney-in-fact is
irrevocable and coupled with an interest.

        (d) Any certificates of title or ownership delivered pursuant to the
terms hereof shall be accompanied by odometer statements for each Motor Vehicle
covered thereby.

        Section 4.5. As to Collateral. (a) Until the occurrence and continuance
of a Default of the nature set forth in clause (7) of Section 6.01 of the
Indenture or an Event of Default, and such time as the Collateral Agent shall
notify such Grantor of the revocation of such power and authority such Grantor
(i) may in the ordinary course of its business (except as otherwise permitted
under the Indenture), at its own expense, sell, lease or furnish under the
contracts of service any of the Inventory normally held by such Grantor for such
purpose, and use and consume, in the ordinary course of its business (except as
otherwise permitted under the Indenture), any raw materials, work in process or
materials normally held by such Grantor for such purpose, (ii) will, at its own
expense, endeavor to collect, as and when due, all amounts due with respect to
any of the Collateral, including the taking of such action with respect to such
collection as the Collateral Agent may reasonably request following the
occurrence of a Default of the nature set forth in clause (7) of Section 6.01 of
the Indenture or an Event of Default or, in the absence of such request, as such
Grantor may deem advisable, and (iii) may grant, in the ordinary course of
business (except as otherwise prohibited under the Indenture), to any party
obligated on any of the Collateral, any rebate, refund or allowance to which
such party may be lawfully entitled, and may accept, in connection therewith,
the return of goods, the sale or lease of which shall have given rise to such
Collateral. The Collateral Agent, however, may, at any time following a Default
of the nature set forth in clause (7) of Section 6.01 of the Indenture or an
Event of Default, whether before or after any revocation of such power and
authority or the maturity of any of the Secured Obligations, notify any parties
obligated on any of the Collateral to make payment to the Collateral Agent of
any amounts due or to become due thereunder and enforce collection of any of the
Collateral by suit or otherwise and surrender, release, or exchange all or any
part thereof, or compromise or extend or renew for any period (whether or not
longer than the original period) any indebtedness thereunder or evidenced
thereby. Upon request of the Collateral Agent following a Default of the nature
set forth in clause (f) of Section 6.01 of the Indenture or an Event of Default,
such Grantor will, at its own expense, notify any parties obligated on any of
the Collateral to make payment to the Collateral Agent of any amounts due or to
become due thereunder.

        (b) Following a Default of the nature set forth in clause (7) of Section
6.01 of the Indenture or an Event of Default, the Collateral Agent is authorized
to endorse, in the name of such Grantor, any item, howsoever received by the
Collateral Agent, representing any payment on or other proceeds of any of the
Collateral.

        Section 4.6. As to Intellectual Property Collateral. Each Grantor
covenants and agrees to comply with the following provisions as such provisions
relate to any Intellectual Property Collateral of such Grantor:

                (a) such Grantor shall not, unless such Grantor shall either (i)
        reasonably and in good faith determine (and notice of such determination
        shall have been delivered to the Collateral Agent) that any of the
        Patent Collateral is of negligible economic value to such

                                       18

<PAGE>

        Grantor, or (ii) have a valid business purpose to do otherwise, do any
        act, or omit to do any act, whereby any of the Patent Collateral may
        lapse or become abandoned or dedicated to the public or unenforceable;

                (b) such Grantor shall not, and such Grantor shall not permit
        any of its licensees to, unless such Grantor shall either (i) reasonably
        and in good faith determine (and notice of such determination shall have
        been delivered to the Collateral Agent) that any of the Trademark
        Collateral is of negligible economic value to such Grantor, or (ii) have
        a valid business purpose to do otherwise,

                        (i) fail to continue to use any of the Trademark
                Collateral in order to maintain all of the Trademark Collateral
                in full force free from any claim of abandonment for non-use,

                         (ii) fail to maintain as in the past the quality of
                products and services offered under all of the Trademark
                Collateral in a manner which might reasonably be expected to
                cause material impairment of any such Trademark Collateral,

                        (iii) fail to employ all of the Trademark Collateral
                registered with any Federal or state or foreign authority with
                an appropriate notice of such registration,

                        (iv) adopt or use any other Trademark which is
                confusingly similar or a colorable imitation of any of the
                Trademark Collateral,

                        (v) use any of the Trademark Collateral registered with
                any Federal or state or foreign authority except for the uses
                for which registration or application for registration of all of
                the Trademark Collateral has been made, and

                        (vi) do or permit any act or knowingly omit to do any
                act whereby any of the Trademark Collateral may lapse or become
                invalid or unenforceable;

                (c) such Grantor shall not, unless such Grantor shall either (i)
        reasonably and in good faith determine (and notice of such determination
        shall have been delivered to the Collateral Agent) that any of the
        Copyright Collateral or any of the Trade Secrets Collateral is of
        negligible economic value to such Grantor, or (ii) have a valid business
        purpose to do otherwise, do or permit any act or knowingly omit to do
        any act whereby any of the Copyright Collateral or any of the Trade
        Secrets Collateral may lapse or become invalid or unenforceable or
        placed in the public domain except upon expiration of the end of an
        unrenewable term of a registration thereof;

                (d) such Grantor shall notify the Collateral Agent immediately
        if it knows, or has reason to know, that any application or registration
        relating to any material item of the Intellectual Property Collateral
        may become abandoned or dedicated to the public or placed in the public
        domain or invalid or unenforceable, or of any adverse determination or
        development (including the institution of, or any such determination or
        development in, any proceeding in the United States Patent and Trademark
        Office, the United States Copyright Office or any foreign counterpart
        thereof or any court) regarding such

                                       19

<PAGE>

        Grantor's ownership of any of the Intellectual Property Collateral, its
        right to register the same or to keep and maintain and enforce the same;

                (e) in the event such Grantor or any of its agents, employees,
        designees or licensees shall file an application for the registration of
        any Intellectual Property Collateral with the United States Patent and
        Trademark Office, the United States Copyright Office or any similar
        office or agency in any other country or any political subdivision
        thereof, it shall promptly inform the Collateral Agent, and upon request
        of the Collateral Agent, execute and deliver any and all agreements,
        instruments, documents and papers as the Collateral Agent may reasonably
        request to evidence the Collateral Agent's security interest in such
        Intellectual Property Collateral and the goodwill and general
        intangibles of such Grantor relating thereto or represented thereby;

                (f) such Grantor shall take all necessary steps, including in
        any proceeding before the United States Patent and Trademark Office, the
        United States Copyright Office or any similar office or agency in any
        other country or any political subdivision thereof, to maintain and
        pursue any application (and to obtain the relevant registration) filed
        with respect to, and to maintain any registration of, the Intellectual
        Property Collateral, including the filing of applications for renewal,
        affidavits of use, affidavits of incontestability and opposition,
        interference and cancellation proceedings and the payment of fees and
        taxes (except to the extent that dedication, abandonment or invalidation
        is permitted under the foregoing clauses (a), (b) and (c)); and

                (g) such Grantor shall, contemporaneously herewith, execute and
        deliver to the Collateral Agent a Patent Security Agreement and a
        Trademark Security Agreement in the forms of Exhibits A and B hereto,
        respectively, and shall execute and deliver to the Collateral Agent any
        other document required to acknowledge or register or perfect the
        Collateral Agent's interest in any part of the Intellectual Property
        Collateral.

        Section 4.7. Insurance. Such Grantor will maintain or cause to be
maintained with responsible insurance companies insurance with respect to its
business and properties (including the Equipment and Inventory) against such
casualties and contingencies and of such types and in such amounts as is
required pursuant to the Indenture and will, upon the request of the Collateral
Agent, furnish a certificate of a reputable insurance broker setting forth the
nature and extent of all insurance maintained by such Grantor in accordance with
this Section.

        Section 4.8. Further Assurances, etc. Such Grantor agrees that, from
time to time at its own expense, it will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Collateral Agent may request, in order to
perfect, preserve and protect any security interest granted or purported to be
granted hereby or to enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral. Without limiting
the generality of the foregoing, subject to the Intercreditor Agreement, such
Grantor will

                (a) if any Receivable shall be evidenced by a promissory note or
        other instrument, negotiable document or chattel paper, deliver and
        pledge to the Collateral Agent hereunder such promissory note,
        instrument, negotiable document or chattel paper

                                       20

<PAGE>

        duly endorsed and accompanied by duly executed instruments of transfer
        or assignment, all in form and substance satisfactory to the Collateral
        Agent;

                (b) execute and file such financing or continuation statements,
        or amendments thereto, and such other instruments or notices (including
        any assignment of claim form under or pursuant to the federal assignment
        of claims statute, 31 U.S.C. Section 3726, any successor or amended
        version thereof or any regulation promulgated under or pursuant to any
        version thereof), as may be necessary or desirable, or as the Collateral
        Agent may request, in order to perfect and preserve the security
        interests and other rights granted or purported to be granted to the
        Collateral Agent hereby;

                (c) promptly execute and deliver all further instruments, and
        take all further action, that may be necessary or desirable, or that the
        Collateral Agent may reasonably request, in order to perfect and protect
        any security interest granted or purported to be granted hereby or to
        enable the Collateral Agent to exercise and enforce its rights and
        remedies hereunder with respect to any Collateral;

                (d) cause the Collateral Agent to be listed as the lienholder on
        the certificate of title or ownership relating to (i) any Motor Vehicle
        owned by such Grantor that has a fair market value of at least $50,000
        or (ii) at the request of the Collateral Agent, any other Motor Vehicle
        owned by such Grantor;

                (e) furnish to the Collateral Agent, from time to time at the
        Collateral Agent's request, statements and schedules further identifying
        and describing the Collateral and such other reports in connection with
        the Collateral as the Collateral Agent may reasonably request, all in
        reasonable detail;

                (f) do all things reasonably requested by the Collateral Agent
        in order to enable the Collateral Agent to have control (as such term is
        defined in Article 8 and Article 9 of any applicable Uniform Commercial
        Code relevant to the creation, perfection or priority of Collateral
        consisting of investment property, deposit accounts, electronic chattel
        paper and letter of credit rights) over any Collateral; and

                (g) notify the Collateral Agent if such Grantor reasonably
        believes it is entitled to recover a commercial tort claim the value of
        which is in excess of $50,000 and such Grantor take all such action
        reasonably requested by the Collateral Agent to grant to the Collateral
        Agent and perfect a security interest in such commercial tort claim.

With respect to the foregoing and the grant of the security interest hereunder,
such Grantor hereby authorizes the Collateral Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of such Grantor where permitted
by law. A carbon, photographic or other reproduction of this Pledge and Security
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.

                                       21

<PAGE>

                                    ARTICLE V

                              THE COLLATERAL AGENT

        Section 5.1. Collateral Agent Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably appoints the Collateral Agent such Grantor's
attorney-in-fact, with full authority in the place and stead of such Grantor and
in the name of such Grantor or otherwise, from time to time in the Collateral
Agent's discretion, following the occurrence and continuation of a Default of
the nature set forth in clause (7) of Section 6.01 of the Indenture or an Event
of Default, to take any action and to execute any instrument which the
Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Pledge and Security Agreement, including:

                (a) to ask, demand, collect, sue for, recover, compromise,
        receive and give acquittance and receipts for moneys due and to become
        due under or in respect of any of the Collateral;

                (b) to receive, endorse, and collect any drafts or other
        instruments, documents and chattel paper, in connection with clause (a)
        above;

                (c) to file any claims or take any action or institute any
        proceedings which the Collateral Agent may deem necessary or desirable
        for the collection of any of the Collateral or otherwise to enforce the
        rights of the Collateral Agent with respect to any of the Collateral;
        and

                (d) to perform the affirmative obligations of such Grantor
        hereunder (including all obligations of such Grantor pursuant to Section
        4.10).

Such Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

        Section 5.2. Collateral Agent May Perform. If any Grantor fails to
perform any agreement contained herein, the Collateral Agent may itself perform,
or cause performance of, such agreement, and the expenses of the Collateral
Agent incurred in connection therewith shall be payable by such Grantor pursuant
to Section 6.4.

        Section 5.3. Collateral Agent Has No Duty. In addition to, and not in
limitation of, Section 2.6, the powers conferred on the Collateral Agent
hereunder are solely to protect its interest (on behalf of the Secured Parties)
in the Collateral and shall not impose any duty on it to exercise any such
powers. Except for reasonable care of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Collateral Agent
shall have no duty as to any Collateral or responsibility for

                (a) ascertaining or taking action with respect to calls,
        conversions, exchanges, maturities, tenders or other matters relative to
        any Investment Property, whether or not the Collateral Agent has or is
        deemed to have knowledge of such matters, or

                (b) taking any necessary steps to preserve rights against prior
        parties or any other rights pertaining to any Collateral.

                                       22

<PAGE>

        Section 5.4. Reasonable Care. The Collateral Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any
of the Collateral, if it takes such action for that purpose as any Grantor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the Collateral
Agent to comply with any such request at any time shall not in itself be deemed
a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

        Section 6.1. Certain Remedies. If any Event of Default shall have
occurred and be continuing:

                (a) The Collateral Agent may exercise in respect of the
        Collateral, in addition to other rights and remedies provided for herein
        or otherwise available to it, all the rights and remedies of a secured
        party on default under the U.C.C. (whether or not the U.C.C. applies to
        the affected Collateral) and also may

                        (i) require each Grantor to, and such Grantor hereby
                agrees that it will, at its expense and upon request of the
                Collateral Agent forthwith, assemble all or part of the
                Collateral as directed by the Collateral Agent and make it
                available to the Collateral Agent at a place to be designated by
                the Collateral Agent which is reasonably convenient to both
                parties, and

                        (ii) without notice except as specified below, sell the
                Collateral or any part thereof in one or more parcels at public
                or private sale, at any of the Collateral Agent's offices or
                elsewhere, for cash, on credit or for future delivery, and upon
                such other terms as the Collateral Agent may deem commercially
                reasonable. Each Grantor agrees that, to the extent notice of
                sale shall be required by law, at least ten days' prior notice
                to such Grantor of the time and place of any public sale or the
                time after which any private sale is to be made shall constitute
                reasonable notification. The Collateral Agent shall not be
                obligated to make any sale of Collateral regardless of notice of
                sale having been given. The Collateral Agent may adjourn any
                public or private sale from time to time by announcement at the
                time and place fixed therefor, and such sale may, without
                further notice, be made at the time and place to which it was so
                adjourned.

                (b) All cash proceeds received by the Collateral Agent in
        respect of any sale of, collection from, or other realization upon, all
        or any part of the Collateral shall be applied by the Collateral Agent
        against, all or any part of the Secured Obligations as follows:

                        (i) first, to the payment of any amounts payable to the
                Collateral Agent pursuant to Section 7.07 of the Indenture and
                Section 6.4;

                                       23


<PAGE>

                        (ii) second, to the equal and ratable payment of Secured
                Obligations, in accordance with each Secured Party's Secured
                Obligations owing to it under or pursuant to the Indenture or
                any other Related Document, applied

                                (A) first to fees and expense reimbursements
                        then due to such Secured Party,

                                (B) then to interest due to such Secured Party,
                        and

                                (C) then to pay the remaining outstanding
                        Secured Obligations; and

                        (iii) fourth, to be held as additional collateral
                security until the payment in full in cash of all of the Secured
                Obligations, after which such remaining cash proceeds shall be
                paid over to the applicable Grantor or to whomsoever may be
                lawfully entitled to receive such surplus.

                (c) The Collateral Agent may,

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

                        (ii) notify the parties obligated on any of the
                Collateral to make payment to the Collateral Agent of any amount
                due or to become due thereunder,

                        (iii) enforce collection of any of the Collateral by
                suit or otherwise, and surrender, release or exchange all or any
                part thereof, or compromise or extend or renew for any period
                (whether or not longer than the original period) any obligations
                of any nature of any party with respect thereto,

                        (iv) endorse any checks, drafts, or other writings in
                such Grantor's name to allow collection of the Collateral,

                        (v) take control of any proceeds of the Collateral, and

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

        Section 6.2. Securities Laws. If the Collateral Agent shall determine to
exercise its right to sell all or any of the Collateral pursuant to Section 6.1,
each Grantor agrees that, upon request of the Collateral Agent, such Grantor
will, at its own expense:

                (a) execute and deliver, and cause each issuer of the Collateral
        contemplated to be sold and the directors and officers thereof to
        execute and deliver, all such instruments and documents, and do or cause
        to be done all such other acts and things, as may be necessary or, in
        the opinion of the Collateral Agent, advisable to register such
        Collateral

                                       24

<PAGE>

        under the provisions of the Securities Act of 1933, as from time to time
        amended (the "Securities Act"), and to cause the registration statement
        relating thereto to become effective and to remain effective for such
        period as prospectuses are required by law to be furnished, and to make
        all amendments and supplements thereto and to the related prospectus
        which, in the opinion of the Collateral Agent, are necessary or
        advisable, all in conformity with the requirements of the Securities Act
        and the rules and regulations of the Securities and Exchange Commission
        applicable thereto;

                (b) use its best efforts to qualify the Collateral under the
        state securities or "Blue Sky" laws and to obtain all necessary
        governmental approvals for the sale of the Collateral, as requested by
        the Collateral Agent;

                (c) 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 the Securities Act; and

                (d) 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.

Each Grantor further acknowledges the impossibility of ascertaining the amount
of damages that would be suffered by the Collateral Agent or the Secured Parties
by reason of the failure by any Grantor to perform any of the covenants
contained in this Section and, consequently, agrees that, if such Grantor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as reasonably determined by the
Collateral Agent) of the Collateral on the date the Collateral Agent shall
demand compliance with this Section.

        Section 6.3. Compliance with Restrictions. Each Grantor agrees that in
any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Collateral Agent is hereby authorized to comply
with any limitation or restriction in connection with such sale as it may be
advised by counsel is necessary in order to avoid any violation of applicable
law (including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to Persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and such Grantor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Collateral Agent be liable nor accountable to
such Grantor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.

        Section 6.4. Indemnity and Expenses.

                (a) Each Grantor jointly and severally agrees to indemnify the
        Collateral Agent from and against any and all claims, losses and
        liabilities arising out of or resulting from

                                       25

<PAGE>

        this Pledge and Security Agreement (including enforcement of this Pledge
        and Security Agreement), except claims, losses or liabilities resulting
        from the Collateral Agent's gross negligence or wilful misconduct.

                (b) Each Grantor will upon demand pay to the Collateral Agent
        the amount of any and all reasonable expenses, including the reasonable
        fees and disbursements of its counsel and of any experts and agents,
        which the Collateral Agent may incur in connection with

                        (i) the administration of this Pledge and Security
                Agreement,

                        (ii) the custody, preservation, use or operation 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 Collateral Agent or the Secured Parties hereunder, and

                        (iv) the failure by any Grantor to perform or observe
                any of the provisions hereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

        Section 7.1. Related Document. This Pledge and Security Agreement is a
Related Document executed pursuant to the Indenture and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the provisions of Article I thereof.

        Section 7.2. Amendments; etc. No amendment to or waiver of any provision
of this Pledge and Security Agreement nor consent to any departure by any
Grantor herefrom, shall in any event be effective unless the same shall be in
writing and signed by the Collateral Agent (on behalf of (x) the Holders or (y)
the Holder or Holders of at least a majority in aggregate principal amount of
the outstanding Notes, as the case may be), and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

        Section 7.3. Protection of Collateral. The Collateral Agent may from
time to time, at its option, perform any act which each Grantor agrees hereunder
to perform and which such Grantor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Collateral Agent may from time to time take any other action which the
Collateral Agent reasonably deems necessary for the maintenance, preservation or
protection of any of the Collateral or of its security interest therein.


        Section 7.4. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to any Grantor, mailed or telecopied or delivered to it, addressed to it
in care of the Issuer at the address of the

                                       26

<PAGE>

Issuer specified in the Indenture, if to the Collateral Agent, mailed or
telecopied or delivered to it, addressed to it at the address of the Collateral
Agent specified in the Indenture. All such notices and other communications,
when mailed and properly addressed with postage prepaid or if properly addressed
and sent by pre-paid courier service, shall be deemed given when received; any
such notice or communication, if transmitted by telecopier, shall be deemed
given when transmitted and electronically confirmed.

        Section 7.5. Additional Grantors. Upon the execution and delivery by any
other Person of an instrument in the form of Annex I hereto, such Person shall
become a "Grantor" hereunder with the same force and effect as if originally
named as a Grantor herein. The execution and delivery of any such instrument
shall not require the consent of any other Grantor hereunder. The rights and
obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Pledge and
Security Agreement.

        Section 7.6. Section Captions. Section captions used in this Pledge and
Security Agreement are for convenience of reference only, and shall not affect
the construction of this Pledge and Security Agreement.

        Section 7.7. Severability. Wherever possible each provision of this
Pledge and Security Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Pledge
and Security 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 and Security Agreement.

        Section 7.8. Counterparts. This Pledge and Security Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed an original and all of which shall constitute together but one and the
same agreement.

        Section 7.9. Governing Law, Entire Agreement, etc. THIS PLEDGE AND
SECURITY AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK. THIS PLEDGE AND SECURITY AGREEMENT AND THE OTHER
RELATED DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

        Section 7.10. Intercreditor Agreement.

        (a) In case of any conflict or inconsistency between this Pledge and
Security Agreement and the Intercreditor Agreement or with respect to the rights
and obligations of the parties prior


                                       27

<PAGE>

to enforcement and the conditions and terms on which security interests may be
enforced, the Intercreditor Agreement shall control; provided, however, that the
terms of the Intercreditor Agreement shall not increase the obligations of, or
adversely affect any rights, of any Grantor, in each case under this Pledge and
Security Agreement.

        (b) Not in limitation but in furtherance of the foregoing, any provision
of this Pledge and Security Agreement that provides for the Collateral Agent to
have "control" of any Collateral consisting of investment property for purposes
of Article 8 or 9 of the U.C.C. shall be deemed satisfied if the Agent shall
have control of such Collateral (including, in the case of any such Collateral
consisting of certificated securities by the delivery of such Collateral to the
Agent) so long as the conditions described in Section 9-314(c) of the U.C.C.
shall not be satisfied prior to the Collateral Agent obtaining control of any
such Collateral following the relinquishment of such control by the Agent unless
the Lien of the Collateral Agent in such Collateral is terminated or released in
accordance with the terms hereof or the Intercreditor Agreement.

        (c) Prior to the termination of the Loan Agreement, in the event that
any obligation of a Grantor conflicts with an obligation of such Grantor under
the Loan Documents executed pursuant to (and as defined in) the Loan Agreement,
such Grantor will first comply with its obligation under such Loan Documents,
and then, to the extent possible, comply with its obligations hereunder.

        (d) Notwithstanding anything herein to the contrary, the lien and
security interest granted to the Collateral Agent pursuant to this Pledge and
Security Agreement and the exercise of any right or remedy by the Collateral
Agent hereunder are subject to the provisions of the Intercreditor Agreement. In
the event of any conflict between the terms of the Intercreditor Agreement and
this Pledge and Security Agreement, the terms of the Intercreditor Agreement
shall govern. The security interests created hereunder are subject to, and
expressly subordinated to the Liens in favor of the Agent.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                       28

<PAGE>

        IN WITNESS WHEREOF, each Grantor has caused this Pledge and Security
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.

                                              AMERICAN ROCK SALT COMPANY LLC, a
                                              New York limited liability company

                                              By:  /s/  Neil L. Cohen
                                                 -------------------------------
                                                 Name:  Neil L. Cohen
                                                 Title: Vice Chairman

                                              U.S BANK NATIONAL ASSOCIATION, as
                                              Collateral Agent



                                              By:  /s/  Frank P. Leslie III
                                                 -------------------------------
                                                 Name:  Frank P. Leslie III
                                                 Title: Vice President


                                                   Pledge and Security Agreement

<PAGE>

                                                                       EXHIBIT A

                                                to Pledge and Security Agreement

                            PATENT SECURITY AGREEMENT

        This PATENT SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between __________, a ____________ (the "Grantor"),
and U.S. Bank National Association, as collateral agent (together with its
successor(s) thereto, in such capacity the "Collateral Agent") for each of the
Secured Parties;

                              W I T N E S S E T H :

        WHEREAS, the Issuer, the other Grantors and the Collateral Agent, as
trustee, have entered into an Indenture, dated as of March 17, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Indenture"), and in connection therewith, the Issuer has issued (the "Notes
Issuance") its Senior Secured Notes due 2014 (and, if applicable, its Senior
Secured Notes due 2014, Series B issued in exchange therefor) (collectively, the
"Notes");

        WHEREAS, the Grantors have entered into that certain Credit Agreement,
dated as of March 17, 2004 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Loan Agreement") among the financial
institutions party thereto (the "Senior Lenders") as lenders and Manufacturers
and Traders Trust Company, as the senior collateral agent (the "Agent"),
pursuant to which the Senior Lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan Agreement
is referenced as the "Credit Agreement" under the Indenture, and the other
Grantors hereto have each entered into various agreements granting Liens to the
Agent for the benefit of the Senior Lenders as well;

        WHEREAS, in connection with the Indenture, the Grantor has executed and
delivered a Pledge and Security Agreement, dated as of March 17, 2004 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Pledge and Security Agreement");

        WHEREAS, as a condition precedent to the Notes Issuance, the Grantor is
required to execute and deliver this Agreement and to grant to the Collateral
Agent a continuing security interest in all of the Patent Collateral (as defined
below) to secure all Secured Obligations;

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

        WHEREAS, it is in the best interests of each Grantor to execute this
Agreement inasmuch as such Grantor will derive substantial direct and indirect
benefits from proceeds of the Notes issued by the Issuer;

<PAGE>

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Holders to acquire the
Notes and maintain the Indebtedness evidenced thereby, the Grantor agrees, for
the benefit of each Secured Party, as follows:

        SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Pledge and Security Agreement.

        SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Collateral Agent, and grant to the Collateral Agent a
security interest in, for its benefit and the benefit of each Secured Party, all
of the following property (the "Patent Collateral"), whether now owned or
hereafter acquired or existing by it:

                (a) all letters patent and applications for letters patent
        throughout the world, including all patent applications in preparation
        for filing anywhere in the world and including each patent and patent
        application referred to in Item A of Schedule III attached hereto;

                (b) all reissues, divisions, continuations,

        continuations-in-part, extensions, renewals and reexaminations of any of
        the items described in clause (a);

                (c) all patent licenses, including each patent license referred
        to in Item B of Schedule III attached hereto; and

                (d) all proceeds of, and rights associated with, the foregoing
        (including license royalties and proceeds of infringement suits), the
        right to sue third parties for past, present or future infringements of
        any patent or patent application, including any patent or patent
        application referred to in Item A of Schedule III attached hereto, and
        for breach or enforcement of any patent license, including any patent
        license referred to in Item B of Schedule III attached hereto, and all
        rights corresponding thereto throughout the world.

        SECTION 3. Pledge and Security Agreement. This Agreement has been
executed and delivered by the Grantor for the purpose of registering the
security interest of the Collateral Agent in the Patent Collateral with the
United States Patent and Trademark Office and corresponding offices in other
countries of the world, such registration will be completed by, and at the cost
of the Grantor. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Collateral Agent for its benefit and the benefit of each Secured Party under the
Pledge and Security Agreement. The Pledge and Security Agreement (and all rights
and remedies of the Collateral Agent and each Secured Party thereunder) shall
remain in full force and effect in accordance with its terms.

                                       -2-

<PAGE>

        SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, and upon delivery to the Collateral Agent of an
Officer's Certificate and an Opinion of Counsel the Collateral Agent shall, at
the Grantor's expense, execute and deliver to the Grantor all instruments and
other documents as may be necessary or proper to release the lien on and
security interest in the Patent Collateral which has been granted hereunder.

        SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Patent Collateral granted hereby are more fully set
forth in the Pledge and Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.

        SECTION 6. Related Document, etc. This Agreement is a Related Document
executed pursuant to the Indenture and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Indenture.

        SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.

        SECTION 8. Intercreditor Agreement. Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Collateral Agent
pursuant to the Pledge and Security Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder, in each case in respect of any
Collateral are subject to the provisions of the Intercreditor Agreement,
including the grantor of security interest in this Agreement. In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern.

                                       -3-

<PAGE>

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

                                             [NAME OF GRANTOR], a ____________
                                             -------------

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

                                             U.S BANK NATIONAL ASSOCIATION, as
                                             Collateral Agent

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

                                       -4-

<PAGE>

                                                                       EXHIBIT B

                                                to Pledge and Security Agreement

                          TRADEMARK SECURITY AGREEMENT

        This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between _____________________, a ___________
__________ (the "Grantor"), and U.S. Bank National Association, collateral agent
(together with its successor(s) thereto, in such capacity the "Collateral
Agent") for each of the Secured Parties;

                              W I T N E S S E T H :

        WHEREAS, the Issuer, the other Grantors and the Collateral Agent, as
trustee, have entered into an Indenture, dated as of March 17, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Indenture"), and in connection therewith, the Issuer has issued (the "Notes
Issuance") its Senior Secured Notes due 2014 (and, if applicable, its Senior
Secured Notes due 2014, Series B issued in exchange therefor) (collectively, the
"Notes");

        WHEREAS, the Grantors have entered into that certain Credit Agreement,
dated as of March 17, 2004 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Loan Agreement") among the financial
institutions party thereto (the "Senior Lenders") as lenders and Manufacturers
and Traders Trust Company, as the senior collateral agent (the "Agent"),
pursuant to which the Senior Lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan Agreement
is referenced as the "Credit Agreement" under the Indenture, and the other
Grantors hereto have each entered into various agreements granting Liens to the
Agent for the benefit of the Senior Lenders as well;

        WHEREAS, in connection with the Indenture, the Grantor has executed and
delivered a Pledge and Security Agreement, dated as of March 17, 2004 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Pledge and Security Agreement");

        WHEREAS, as a condition precedent to the Notes Issuance, the Grantor is
required to execute and deliver this Agreement and to grant to the Collateral
Agent a continuing security interest in all of the Trademark Collateral (as
defined below) to secure all Secured Obligations;

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

<PAGE>

        WHEREAS, it is in the best interests of each Grantor to execute this
Agreement inasmuch as such Grantor will derive substantial direct and indirect
benefits from proceeds of the Notes issued by the Issuer;

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Holders to acquire the
Notes and maintain the Indebtedness evidenced thereby, the Grantor agrees, for
the benefit of each Secured Party, as follows:

        SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Pledge and Security Agreement.

        SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Collateral Agent, and grant to the Collateral Agent a
security interest in, for its benefit and the benefit of each Secured Party, all
of the following property (the "Trademark Collateral"), whether now owned or
hereafter acquired or existing by it:

                (a) all trademarks, trade names, corporate names, company names,
        business names, fictitious business names, trade styles, service marks,
        certification marks, collective marks, logos, other source of business
        identifiers, prints and labels on which any of the foregoing have
        appeared or appear, designs and general intangibles of a like nature
        (all of the foregoing items in this clause (a) being collectively called
        a "Trademark"), now existing anywhere in the world or hereafter adopted
        or acquired, whether currently in use or not, all registrations and
        recordings thereof and all applications in connection therewith, whether
        pending or in preparation for filing, including registrations,
        recordings and applications in the United States Patent and Trademark
        Office or in any office or agency of the United States of America or any
        State thereof or any foreign country, including those referred to in
        Item A of Schedule IV attached hereto;

                (b) all Trademark licenses, including each Trademark license
        referred to in Item B of Schedule IV attached hereto;

                (c) all reissues, extensions or renewals of any of the items
        described in clause (a) and (b);

                (d) all of the goodwill of the business connected with the use
        of, and symbolized by the items described in, clauses (a) and (b); and

                (e) all proceeds of, and rights associated with, the foregoing,
        including any claim by the Grantor against third parties for past,
        present or future infringement or dilution of

                                       -2-

<PAGE>

        any Trademark, Trademark registration or Trademark license, including
        any Trademark, Trademark registration or Trademark license referred to
        in Item A and Item B of Schedule IV attached hereto, or for any injury
        to the goodwill associated with the use of any such Trademark or for
        breach or enforcement of any Trademark license.

        SECTION 3. Pledge and Security Agreement. This Agreement has been
executed and delivered by the Grantor for the purpose of registering the
security interest of the Collateral Agent in the Trademark Collateral with the
United States Patent and Trademark Office and corresponding offices in other
countries of the world, such registration will be completed by. and at the cost
of the Grantor. The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Collateral Agent for its benefit and the benefit of each Secured Party under the
Pledge and Security Agreement. The Pledge and Security Agreement (and all rights
and remedies of the Collateral Agent and each Secured Party thereunder) shall
remain in full force and effect in accordance with its terms.

        SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, and upon delivery to the Collateral Agent of an
Officer's Certificate and an Opinion of Counsel the Collateral Agent shall, at
the Grantor's expense, execute and deliver to the Grantor all instruments and
other documents as may be necessary or proper to release the lien on and
security interest in the Trademark Collateral which has been granted hereunder.

        SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Trademark Collateral granted hereby are more fully
set forth in the Pledge and Security Agreement, the terms and provisions of
which (including the remedies provided for therein) are incorporated by
reference herein as if fully set forth herein.

        SECTION 6. Related Document, etc. This Agreement is a Related Document
executed pursuant to the Indenture and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Indenture.

        SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.

        SECTION 8. Intercreditor Agreement. Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Collateral Agent
pursuant to the Pledge and Security Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder, in each case in respect of any
Collateral are subject to the provisions of the Intercreditor Agreement,
including the grantor of security interest in this Agreement. In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern.

                                       -3-

<PAGE>

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

                                             [NAME OF GRANTOR], a ____________
                                             -------------

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

                                             U.S. BANK NATIONAL ASSOCIATION, as
                                             Collateral Agent

                                             By :


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

                                       -4-

<PAGE>

                                                                       EXHIBIT C

                                                to Pledge and Security Agreement

                          COPYRIGHT SECURITY AGREEMENT

        This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of
__________ __, ____, is made between _____________________, a __________ (the
"Grantor"), and U.S. Bank National Association as collateral agent (together
with its successor(s) thereto, in such capacity the "Collateral Agent") for each
of the Secured Parties;

                              W I T N E S S E T H :


        WHEREAS, the Issuer, the other Grantors and the Collateral Agent, as
trustee, have entered into an Indenture, dated as of March 17, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Indenture"), and in connection therewith, the Issuer has issued (the "Notes
Issuance") its Senior Secured Notes due 2014 (and, if applicable, its Senior
Secured Notes due 2014, Series B issued in exchange therefor) (collectively, the
"Notes");

        WHEREAS, the Grantors have entered into that certain Credit Agreement,
dated as of March 17, 2004 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Loan Agreement") among the financial
institutions party thereto (the "Senior Lenders") as lenders and Manufacturers
and Traders Trust Company, as the senior collateral agent (the "Agent"),
pursuant to which the Senior Lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan Agreement
is referenced as the "Senior Credit Facility" under the Indenture, and the other
Grantors hereto have each entered into various agreements granting Liens to the
Agent for the benefit of the Senior Lenders as well;

        WHEREAS, in connection with the Indenture, the Grantor has executed and
delivered a Pledge and Security Agreement, dated as of March 17, 2004 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Pledge and Security Agreement");

        WHEREAS, as a condition precedent to the Notes Issuance, the Grantor is
required to execute and deliver this Agreement and to grant to the Collateral
Agent a continuing security interest in all of the Copyright Collateral (as
defined below) to secure all Secured Obligations;

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

<PAGE>

        WHEREAS, it is in the best interests of each Grantor to execute this
Agreement inasmuch as such Grantor will derive substantial direct and indirect
benefits from proceeds of the Notes issued by the Issuer;

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Holders to acquire the
Notes and maintain the Indebtedness evidenced thereby, the Grantor agrees, for
the benefit of each Secured Party, as follows:

        SECTION 1. Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the
Pledge and Security Agreement.

        SECTION 2. Grant of Security Interest. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, to
secure all of the Secured Obligations, the Grantor does hereby mortgage, pledge
and hypothecate to the Collateral Agent, and grant to the Collateral Agent a
security interest in, for its benefit and the benefit of each Secured Party, all
of the following property (the "Copyright Collateral"), whether now owned or
hereafter acquired or existing by it, being all copyrights (including all
copyrights for semi-conductor chip product mask works) of the Grantor, whether
statutory or common law, registered or unregistered, now or hereafter in force
throughout the world including all of the Grantor's right, title and interest in
and to all copyrights registered in the United States Copyright Office or
anywhere else in the world and also including the copyrights referred to in Item
A of Schedule V attached hereto, and all applications for registration thereof,
whether pending or in preparation, all copyright licenses, including each
copyright license referred to in Item B of Schedule V attached hereto, the right
to sue for past, present and future infringements of any thereof, all rights
corresponding thereto throughout the world, all extensions and renewals of any
thereof and all proceeds of the foregoing, including licenses, royalties,
income, payments, claims, damages and proceeds of suit.

        SECTION 3. Pledge and Security Agreement. This Agreement has been
executed and delivered by the Grantor for the purpose of registering the
security interest of the Collateral Agent in the Copyright Collateral with the
United States Copyright Office and corresponding offices in other countries of
the world, such registration will be completed by, and at the expense of the
Grantor. The security interest granted hereby has been granted as a supplement
to, and not in limitation of, the security interest granted to the Collateral
Agent for its benefit and the benefit of each Secured Party under the Pledge and
Security Agreement. The Pledge and Security Agreement (and all rights and
remedies of the Collateral Agent and each Secured Party thereunder) shall remain
in full force and effect in accordance with its terms.

        SECTION 4. Release of Security Interest. Upon payment in full in cash of
all Secured Obligations, and upon delivery to the Collateral Agent of an
Officer's Certificate and an Opinion of Counsel the Collateral Agent shall, at
the Grantor's expense, execute and deliver to the

                                       -2-

<PAGE>

Grantor all instruments and other documents as may be necessary or proper to
release the lien on and security interest in the Copyright Collateral which has
been granted hereunder.

        SECTION 5. Acknowledgment. The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Copyright Collateral granted hereby are more fully
set forth in the Pledge and Security Agreement, the terms and provisions of
which (including the remedies provided for therein) are incorporated by
reference herein as if fully set forth herein.

        SECTION 6. Related Document, etc. This Agreement is a Related Document
executed pursuant to the Indenture and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions of the Indenture.

        SECTION 7. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.

        SECTION 8. Intercreditor Agreement. Notwithstanding anything herein to
the contrary, the lien and security interest granted to the Collateral Agent
pursuant to the Pledge and Security Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder, in each case in respect of any
Collateral are subject to the provisions of the Intercreditor Agreement,
including the grantor of security interest in this Agreement. In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern.

                                       -3-

<PAGE>

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

                                             [NAME OF GRANTOR], a ____________
                                             -------------

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

                                             U.S. BANK NATIONAL ASSOCIATION, as
                                             Collateral Agent

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

                                       -4-

<PAGE>

                                                                         ANNEX I

                                                to Pledge and Security Agreement

                   SUPPLEMENT TO PLEDGE AND SECURITY AGREEMENT

        This SUPPLEMENT NO. ___, dated as of ________ __, ____ (this
"Supplement"), to the Pledge and Security Agreement, dated as of March 17, 2004
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Pledge and Security Agreement"), among the initial signatories
thereto and each other Person which from time to time thereafter became a party
thereto pursuant to Section 7.5 thereof (each, individually, a "Grantor", and,
collectively, the "Grantors"), in favor of U.S. Bank National Association, as
collateral agent (together with its successor(s) thereto, in such capacity the
"Collateral Agent") for each of the Secured Parties (such and other capitalized
terms being used herein with the meanings provided, or incorporated by
reference, in the Pledge and Security Agreement), is made by the undersigned.

                              W I T N E S S E T H:

        WHEREAS, the Issuer, the other Grantors and the Collateral Agent, as
trustee, have entered into an Indenture, dated as of March 17, 2004 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Indenture"), and in connection therewith, the Issuer has issued (the "Notes
Issuance") its Senior Secured Notes due 2014 (and, if applicable, its Senior
Secured Notes due 2014, Series B issued in exchange therefor) (collectively, the
"Notes");

        WHEREAS, the Grantors have entered into that certain Credit Agreement,
dated as of March 17, 2004 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Loan Agreement") among the financial
institutions party thereto (the "Senior Lenders") as lenders and Manufacturers
and Traders Trust Company, as the senior collateral agent (the "Agent"),
pursuant to which the Senior Lenders have agreed to make certain loans and other
financial accommodations to the Grantors from time to time, which Loan Agreement
is referenced as the "Senior Credit Facility" under the Indenture, and the other
Grantors hereto have each entered into various agreements granting Liens to the
Agent for the benefit of the Senior Lenders as well;

        WHEREAS, pursuant to the Pledge and Security Agreement, the undersigned
is required to execute and deliver this Supplement;

        WHEREAS, the undersigned has duly authorized the execution, delivery and
performance of this Supplement and the Pledge and Security Agreement;

<PAGE>

        WHEREAS, the Pledge and Security Agreement provides that additional
parties may become Grantors under the Pledge and Security Agreement by execution
and delivery of an instrument in the form of this Supplement;

        WHEREAS, pursuant to the provisions of Section 7.5 of the Pledge and
Security Agreement, the undersigned is becoming an Additional Grantor under the
Pledge and Security Agreement; and

        WHEREAS, the undersigned desires to become a Grantor under the Pledge
and Security Agreement in order to induce the Holders to acquire the Notes and
maintain the Indebtedness evidenced thereby as consideration therefor;

        NOW, THEREFORE, the undersigned agrees, for the benefit of each Secured
Party, as follows:

        SECTION 1. In accordance with the Pledge and Security Agreement, the
undersigned by its signature below becomes a Grantor under the Pledge and
Security Agreement with the same force and effect as if it were an original
signatory thereto as a Grantor and the undersigned hereby

                (a) agrees to all the terms and provisions of the Pledge and
        Security Agreement applicable to it as a Grantor thereunder;

                (b) assigns and pledges to the Collateral Agent for its benefit
        and the ratable benefit of each of the Secured Parties, and grants to
        the Collateral Agent for its benefit and the ratable benefit of each of
        the Secured Parties, a security interest in all of the following,
        whether now or hereafter existing or acquired by the undersigned (its
        "Collateral"):

                        (i) (A) all investment property in which the undersigned
                has an interest (including the Capital Stock of each issuer of
                such Capital Stock described in Schedule I hereto the
                undersigned) and (B) all other Capital Stock which are interests
                in limited liability companies or partnerships in which the
                undersigned has an interest (including the Capital Stock of each
                issuer of such Capital Stock described in Schedule I hereto), in
                each case together with Dividends and Distributions payable in
                respect of the Collateral described in the foregoing clauses
                (b)(i) and (b)(ii);

                        (ii) all goods, including equipment and inventory;

                        (iii) all accounts, contracts, contract rights, chattel
                paper, documents, instruments, promissory notes and general
                intangibles (including tax refunds and payment intangibles) of
                the undersigned, whether or not arising out of or in connection
                with the sale or lease of goods or the rendering of services,
                and all

                                       -2-

<PAGE>

                rights of the undersigned now or hereafter existing in and to
                all security agreements, guaranties, leases and other contracts
                securing or otherwise relating to any such accounts, contracts,
                contract rights, chattel paper, documents, instruments,
                promissory notes, general intangibles and payment intangibles
                (any and all such accounts, contracts, contract rights, chattel
                paper, documents, instruments, promissory notes and general
                intangibles being the "Receivables", and any and all such
                security agreements, guaranties, leases and other contracts
                being the "Related Contracts");

                        (iv) all deposit accounts of the undersigned and all
                cash, checks, drafts, notes, bills of exchange, money orders and
                other like instruments, if any, now owned or hereafter acquired,
                held therein (or in sub-accounts thereof) and all certificates
                and instruments, if any, from time to time representing or
                evidencing such investments, and all interest, earnings and
                proceeds in respect thereof;

                        (v) all Intellectual Property Collateral of the
                undersigned;

                        (vi) letter of credit rights;

                        (vii) all commercial tort claims in which such Grantor
                has rights (including as a plaintiff);

                        (viii) all books, records, writings, data bases,
                information and other property relating to, used or useful in
                connection with, evidencing, embodying, incorporating or
                referring to, any of the foregoing in this Section;

                        (ix) all of the undersigned's other property and rights
                of every kind and description and interests therein; and

                        (x) all products, offspring, rents, issues, profits,
                returns, income, supporting obligations and proceeds of and from
                any and all of the foregoing Collateral (including proceeds
                which constitute property of the types described in subclauses
                (b)(i) through (b)(x), proceeds deposited from time to time in
                any lock box or deposit account of the undersigned, and, to the
                extent not otherwise included, all payments under insurance
                (whether or not the Collateral Agent is the loss payee thereof),
                or any indemnity, warranty or guaranty, payable by reason of
                loss or damage to or otherwise with respect to any of the
                foregoing Collateral);

        provided, however, that "Collateral" shall not include (a) any general
        intangibles or other rights arising under any contracts or licenses
        (other than, in each of the foregoing cases, any right to receive
        payments) or other documents described in such clause as to which the
        grant of a security interest would constitute a violation of a valid and
        enforceable restriction in favor of a third party on such grant, unless
        and until any required consents shall have been obtained; (b) investment
        property consisting of Capital Stock of an issuer

                                       -3-

<PAGE>

        that is a Foreign Subsidiary of such Grantor, in excess of 65% of the
        total combined voting power of all Capital Stock of each such Foreign
        Subsidiary; (c) the Sinking Fund Collateral Account and (d) any Capital
        Stock and other securities of a Subsidiary to the extent that the pledge
        of such Capital Stock and other securities results in the Issuer being
        required to file separate financial statements of each Subsidiary with
        the SEC, but only to the extent necessary to not be subject to such
        requirement. Each Grantor agrees to use reasonable efforts to obtain any
        such required consent in respect of the general intangibles or other
        rights referred to above in clause (b)(i);

                (c) agrees that each of the Schedules attached hereto shall be
        deemed to be a Schedule thereto; and

                (d) represents and warrants that the representations and
        warranties made by it as a Grantor thereunder are true and correct on
        and as of the date hereof.

In furtherance of the foregoing, each reference to a "Grantor" or "Additional
Grantor" in the Pledge and Security Agreement shall be deemed to include the
undersigned.

        SECTION 2. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

        SECTION 3. Except as expressly supplemented hereby, the Pledge and
Security Agreement shall remain in full force and effect in accordance with its
terms.


        SECTION 4. In the event any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge and Security Agreement shall not in any way be affected
or impaired.

        SECTION 5. Without limiting the provisions of the Indenture (or any
other Related Document, including the Pledge and Security Agreement), the
undersigned agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including reasonable
attorneys' fees and expenses of the Collateral Agent.

        SECTION 6. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THIS SUPPLEMENT, THE PLEDGE
AND SECURITY AGREEMENT AND THE OTHER RELATED DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

                                       -4-

<PAGE>

        SECTION 7. This Supplement hereby incorporates by reference the
provisions of the Pledge and Security Agreement, which provisions are deemed to
be a part hereof, and this Supplement shall be deemed to be a part of the Pledge
and Security Agreement. Unless otherwise defined herein or the context otherwise
requires, terms used in this Supplement, including its preamble and recitals,
have the meanings provided (or incorporated by reference) in the Pledge and
Security Agreement.

        SECTION 8. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.

                                       -5-

<PAGE>

        IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                             [NAME OF ADDITIONAL GRANTOR], a
                                              ------------ -------------

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

ACKNOWLEDGED AND ACCEPTED BY:

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent

By :

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



                                       -6-