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                                                                   EXHIBIT 10.49

                                PLEDGE AGREEMENT

                  THIS PLEDGE AGREEMENT (this "Agreement") is made as of this
10th day of July 1997 (the "Effective Date"), by RETIREMENT MANAGEMENT
CORPORATION, a Georgia corporation (the "Pledgor"), in favor of SUN HEALTHCARE
GROUP, INC., a Delaware corporation (the "Lender"), witnesseth:

                                    RECITALS

                  WHEREAS, the Lender has agreed to make a loan to Retirement
Care Associates, Inc., a Colorado corporation ("RCA") in the principal amount of
$9,750,000.00 (the "Original Loan") pursuant to the terms and conditions of that
certain Promissory Note made by RCA (as Maker) to the Lender (as Payee) dated as
of January 10, 1997 (the "Original Note");

                  WHEREAS, as a condition to the Original Loan, RCA agreed to
enter into a Pledge Agreement, dated as of January 10, 1997 (the "Original
Agreement"), pursuant to which RCA agreed to pledge certain collateral as
security for the payment and performance of RCA's obligations under the Original
Note;

                  WHEREAS, RCA and the Lender have agreed to amend and restate
the Original Note pursuant to the terms and conditions of that certain Amended
and Restated Promissory Note made by RCA, the Pledgor and Capitol Care
Management Company, Inc., a Georgia corporation ("CCMC") (as Maker), to the
Lender (as Payee) dated of even date herewith (the "Restated Note" and, together
with the Original Note, collectively the "Note");

                  WHEREAS, the Pledgor acknowledges that it is a wholly owned
subsidiary of RCA and will derive substantial direct and indirect benefit from
the transactions contemplated by the Restated Note; and

                  WHEREAS, in connection with the transactions contemplated by
the Restated Note, the Pledgor has agreed to enter into this Agreement as
security for the payment and performance of Pledgor's obligations hereunder and
under the Note.

                  NOW, THEREFORE, in order to secure the prompt payment of all
past, present, and future indebtedness, liabilities, and obligations of the
Pledgor to the Lender of any nature whatsoever in connection with the Note,
together with all obligations of the Pledgor to the Lender hereunder, however
and wherever created, arising, or evidenced, whether direct or indirect,
absolute, contingent, or otherwise, now or hereafter existing or due or to
become due (collectively, the "Pledgor's Liabilities"), and the performance by
the Pledgor of all the terms, conditions, and provisions of this Agreement and
of any other loan

                                       1.


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document previously, simultaneously or hereafter executed and delivered by the
Pledgor and/or any other person, singly or jointly with another person or
persons, evidencing, securing, guarantying, or in connection with any of the
Pledgor's Liabilities, including the Note (collectively, the "Loan Documents"),
the Pledgor agrees with the Lender as follows:

                  1. Collateral. To secure the payment and performance of the
Pledgor's Liabilities and the Pledgor's performance of its obligations under the
Loan Documents, and subject to Section 20 hereof, the Pledgor hereby grants to
the Lender a security interest in, and security title to, all of the following
(being referred to herein as the "Collateral"): (i) Pledgor's present or future
accounts, accounts receivable, other receivables, contract rights, issues,
profits, rents, chattel paper, instruments and documents, together with all of
the proceeds, cash or non-cash, thereof, however acquired, or now or hereafter
existing, including, without limitation, all reimbursable costs or payments from
Medicaid and Medicare, or other state or federal governmental agencies, amounts
due from clients and third party providers, rights to management fees, and
amounts due to Pledgor from advances to any of its managed or affiliated
companies, (ii) all revenues payable to and rights to distributions of Pledgor
from agreements or contracts with residents of facilities owned, leased or
managed by Pledgor and all rights to deposits from such residents and insurance
benefits due to Pledgor with respect to such residents (excluding any escrow
accounts maintained on behalf of such residents), and (iii) all proceeds of the
foregoing (collectively, the "Accounts").

The term "Collateral" as used herein means each and all of the items of
Collateral described above, and the term "proceeds" as used herein includes,
without limitation, the proceeds of all insurance policies covering all or any
part of such items of Collateral.

                  2. Title to Collateral. Subject to Section 20 hereof, the
Pledgor warrants and represents that (i) it is the lawful owner of the
Collateral, and has the full right, power, and authority to convey, transfer,
and grant the security title and security interest in the Collateral granted
herein to the Lender; (ii) all licenses relating to the Collateral are fully
paid and freely assignable to Lender, and, upon the occurrence of an Event of
Default (as defined herein) and foreclosure by the Lender, the Lender shall have
all rights of the Pledgor to any Collateral licensed to the Pledgor or licensed
by the Pledgor; (iii) the Collateral is not, and so long as this Agreement is in
effect will not be, subject to any liens, claims, security interests,
encumbrances, taxes, or assessments, however described or denominated, except
for liens, claims, security interests and encumbrances in favor of the Lender
and except as set forth on Exhibit "A" hereto; (iv) no financing statement,
mortgage, notice of lien, deed of trust, deed to secure debt, security
agreement, or any other agreement or instrument creating an encumbrance, lien,
charge against any of the Collateral is in existence or on file in any public
office, other than financing statements (or other appropriate security
documentation) filed on behalf of the Lender or disclosed on Exhibit "A" hereto;
and (v) all information with respect to the Collateral and the Pledgor's
Liabilities, or any of them, set forth in any written schedule, certificate, or
other document at any time heretofore or hereafter furnished by RCA or the
Pledgor to the Lender, including any Borrowing Base Certificate referred to in
Section 4 of that certain Amended and Restated Pledge Agreement dated as of even
date

                                       2.


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herewith executed by RCA to the Lender (the "RCA Restated Pledge Agreement"),
and all other written information heretofore or hereafter furnished by the
Pledgor to the Lender, is and will be true and correct in all material respects
as of the date furnished.

                  3. Further Assurances. The Pledgor will defend its title to
the Collateral against all persons and will, upon request of the Lender, (a)
furnish such further assurances of title as may be required by the Lender, (b)
deliver and execute or cause to be delivered and executed, in form and content
satisfactory to the Lender, any financing statements, notices, certificates of
title, and other documents and pay the cost of filing or recording the same in
all public offices deemed necessary by the Lender, as well as any recordation,
documentary, or transfer tax required by law to be paid in connection with such
filing or recording, and (c) do such other acts as the Lender may request in
order to perfect, preserve, maintain, or continue the perfection of the Lender's
security interest in the Collateral and/or its priority.

                  4. Accounts, etc. Until such time as the Lender shall notify
the Pledgor in writing of the revocation of such power and authority, the
Pledgor, as agent for the Lender, will, at its own expense, diligently collect,
as and when due, all amounts owing under the Accounts, including the taking of
such action with respect to such collection as the Lender may request from time
to time, and to hold in trust and segregate for the Lender all funds received
from the Accounts; provided, however, that until an Event of Default shall occur
or would occur but for the passage of time, or giving of notice, or both (such
event being a "default"), the Pledgor may use or consume in the ordinary course
of its business any such collections on the Accounts in any lawful manner not
inconsistent with this Agreement and the other Loan Documents. The Lender,
however, may after an Event of Default shall occur or during the continuance of
a default and upon notice to the Pledgor revoke such power and authority and in
any event shall have the authority and right to notify any parties obligated on
any of the Accounts to make payment to the Lender of any amounts due or to
become due thereunder, and enforce collection of performance under any of the
Accounts 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. After an Event of Default, the Pledgor will, at its own expense, notify
any parties obligated on any of the Accounts to make payments to the Lender and
will hold in trust and immediately forward to the Lender all payments received
by the Pledgor in the form received, with all necessary endorsements thereon for
collection by the Lender.

                  5. Transfer and Other Liens. The Pledgor will not sell, lease,
transfer, exchange, or otherwise dispose of the Collateral, or any part hereof,
without the prior written consent of the Lender and will not permit any lien,
security interest, or other encumbrance to attach to the Collateral, or any part
thereof, other than those in favor of the Lender or those permitted by the
Lender in writing, except that the Pledgor may, in the ordinary course of its
business and in the absence of an Event of Default hereunder or notice by the
Lender to the Pledgor under this Agreement, collect its Accounts.

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                  6. Financial Statements, Books, and Records. The Pledgor will
(a) at all times maintain, in accordance with generally accepted accounting
principles consistently applied, accurate and complete books and records
pertaining to the operation, business affairs, and financial condition of the
Pledgor and pertaining to the Collateral and any contracts and collections
relating to the Collateral, (b) furnish to the Lender promptly upon request,
certified by an officer of the Pledgor and in the form and content and at the
intervals specified by the Lender, such financial statements, reports,
schedules, and other information with respect to the operation, business
affairs, and financial condition of the Pledgor as the Lender may from time to
time require, (c) at all reasonable times, and without hindrance or delay,
permit the Lender or any person designated by the Lender to enter any place of
business of the Pledgor or any other premises where any books, records, and
other data concerning the Pledgor and/or the Collateral may be kept and to
examine, audit, inspect, and make extracts from and photocopies of any such
books, records, and other data, (d) furnish to the Lender promptly upon request,
certified by an officer of the Pledgor and in the form and content specified by
the Lender, lists of purchasers of inventory, aging of accounts, aggregate cost
or wholesale market value of inventory, schedules of equipment, and other data
concerning the Collateral as the Lender may from time to time specify, and (e)
mark its books and records in a manner satisfactory to the Lender so that the
Lender's rights in and to the Collateral will be shown.

                  7. Name of Pledgor, Places of Business, and Location of
Collateral. The Pledgor represents and warrants that its correct legal name is
as specified on the signature lines of this Agreement, and each legal or trade
name of the Pledgor for the previous five (5) years (if different from the
Pledgor's current legal name) is as specified below the signature lines of this
Agreement. Without the prior written consent of the Lender, the Pledgor will not
change its name, dissolve, merge, or consolidate with any other person. The
Pledgor warrants that the address of the Pledgor's chief executive office and
the address of each other place of business of the Pledgor are as specified
below the signature lines of this Agreement. The Collateral and all books and
records pertaining to the Collateral have been, are, and will be located at the
Pledgor's chief executive office specified below or at any other place of
business which may be specified below the signature lines of this Agreement.
Without the prior written consent of the Lender, the Pledgor will not open any
new place of business or change the location of any Collateral to any place not
specified below. The Pledgor will immediately advise the Lender in writing of
the opening of any new place of business and of any change in the location of
the places where the Collateral or any part thereof, or the books and records
concerning the Collateral or any part thereof, are kept.

                  8. Care of Collateral. The Pledgor will maintain the
Collateral in first-class condition and will not do or permit anything to be
done to the Collateral that may impair its value. The Lender shall have no duty
to, and the Pledgor hereby releases the Lender from all claims for loss or
damage caused by the failure to, collect or enforce any Account or to preserve
rights against prior parties to the Collateral.

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                  9.  Taxes. The Pledgor will pay as and when due and payable 
all taxes, levies, license fees, assessments, and other impositions levied on
the Collateral or any part thereof or for its use and operation.

                  10. Specific Assignments. Promptly upon request by the Lender,
the Pledgor will execute and deliver to the Lender written assignments,
endorsements, and/or schedules, in form and content satisfactory to the Lender,
of specific Accounts or groups of Accounts, but the security interest of the
Lender hereunder shall not be limited in any way by such assignments.

                  11. Government Contracts. If any Account arises out of a
contract or contracts with the United States of America or any department,
agency, or instrumentality thereof, the Pledgor shall immediately notify the
Lender thereof in writing and execute any instruments or take any steps required
by the Lender in order that all moneys due or to become due under such contract
or contracts shall be assigned to the Lender and notice thereof given under the
Federal Assignment of Claims Act or other applicable law.

                  12. Collateral Account.

                      (a) Subject to the exercise by Fidelity of its rights and
remedies under the Fidelity Agreement referred to in Section 20 hereof, the
Pledgor will, upon the request of the Lender at any time and from time to time
both prior to and after the occurrence of an Event of Default hereunder, deposit
or cause to be deposited to a bank account designated by the Lender and from
which the Lender alone has power of access and withdrawal (collectively, the
"Collateral Account") all checks, drafts, cash, and other remittances in payment
or on account of payment of the Accounts, and the cash proceeds of any returned
goods, the sale or lease of which gave rise to an Account and, when permitted by
the paying companies (including without limitation, Medicaid and Mutual of Omaha
Medicare payment [EDS-Title XVIII]) all such payments therefrom (all of the
foregoing herein collectively referred to as "Items of Payment"). The Pledgor
shall deposit the Items of Payment for credit to the Collateral Account within
two (2) business days of the receipt thereof, and in precisely the form
received, except for the endorsement of the Pledgor where necessary to permit
the collection of the Items of Payment, which endorsement the Pledgor hereby
agrees to make. Pending such deposit, the Pledgor will not commingle any of the
Items of Payment with any of its other funds or property but will hold them
separate and apart. The Lender may at any time and from time to time apply the
whole or any part of the collected funds credited to the Collateral Account
against the Pledgor's Liabilities.

                      (b) So long as Lender, in its discretion, so desires,
Pledgor shall establish and maintain a blocked account in Lender's name with a
bank satisfactory to Lender (the "Collecting Bank") to which Pledgor will
immediately deposit all payments from account debtors in the identical form in
which such payment was made, whether by cash or check.

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                      (c) The Collecting Bank shall acknowledge and agree, in a
manner satisfactory to Lender, that all payments made to such blocked account
are the sole and exclusive property of the Lender, that the Collecting Bank has
no right of set off against such blocked account, and that the Collecting Bank
will wire or otherwise transfer in immediately available funds, in a manner
satisfactory to Lender, funds deposited in such blocked account to Lender on a
daily basis as soon as such funds are collected. Pledgor hereby agrees that all
payments made to such blocked account or otherwise received by Lender, whether
on Accounts or as proceeds of the Collateral or otherwise, will be the sole and
exclusive property of Lender and will be applied on account of the Obligations.
With respect to any payment relating to or proceeds of any Accounts or the
Collateral which come into its possession or under its control, Pledgor and any
affiliates, subsidiaries, shareholders, directors, officers, employees, agents
or persons acting for or in concert with Pledgor shall receive any such item, as
trustee for Lender, as sole and exclusive property of Lender, and immediately
upon receipt thereof, Pledgor shall remit the same or cause the same to be
remitted in kind, to Lender, at Lender's address set forth herein. Pledgor
agrees to pay to Lender any and all fees, costs, expenses which Lender incurs in
connection with obtaining and maintaining the blocked account and depositing for
collection by Lender any check or item of payment received or delivered to the
Collecting Bank or the Lender, and Pledgor further agrees to reimburse,
indemnify and hold harmless Lender from any claims asserted by the Collecting
Bank in connection with the blocked account or any returned or uncollected
checks received by the Collecting Bank as proceeds of the Collateral.

                  13. Rights of Lender and Duties of Pledgor. The Lender may at
any time and from time to time both prior to and after the occurrence of an
Event of Default hereunder (a) notify the account debtors obligated on any of
the Collateral to make payments thereon directly to the Lender, and to take
control of the cash and noncash proceeds of any such Collateral; (b) charge to
the Pledgor any Item of Payment credited to the Collateral Account which is
dishonored by the drawee or maker thereof; (c) compromise, extend, or renew any
of the Collateral or deal with the same as it may deem advisable; (d) release,
make exchanges or substitutions for, or surrender all or any part of the
Collateral; (e) remove from the Pledgor's place of business all books, records,
ledger sheets, correspondence, invoices, and documents relating to or evidencing
any of the Collateral or, without cost or expense to the Lender, make such use
of the Pledgor's place(s) of business as may be reasonably necessary to
administer, control, and collect the Collateral; (f) repair, alter, or supply
goods, if any, necessary to fulfill in whole or in part the purchase order of
any account debtor; (g) demand, collect, receipt for, and give renewals,
extensions, discharges, and releases of any of the Collateral; (h) institute and
prosecute legal and equitable proceedings to enforce collection of, or realize
upon, any of the Collateral; (i) settle, renew, extend, compromise, compound,
exchange, or adjust claims with respect to any of the Collateral or any legal
proceedings brought with respect thereto; (j) endorse the name of the Pledgor
upon any Items of Payment relating to the Collateral or upon any proof of claim
in bankruptcy against an account debtor; and (k) receive and open all mail
addressed to the Pledgor and, if an Event of Default exists hereunder, notify
postal authorities to change the address for the delivery of mail to the Pledgor
to such address as the Lender may designate; and for purposes of taking the
actions described in Subsections (a) through (k)

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the Pledgor hereby irrevocably appoints the Lender as its attorney-in-fact
(which appointment being coupled with an interest is irrevocable while any of
Pledgor's Liabilities remain unpaid), with power of substitution, in the name of
the Lender or in the name of the Pledgor or otherwise, for the use and benefit
of the Lender, but at the cost and expense of the Pledgor and without notice to
the Pledgor. The Pledgor will (a) make no material change to the terms of any
Account without the prior written permission of the Lender; (b) on demand, make
available in form acceptable to the Lender shipping documents and delivery
receipts evidencing the shipment of goods which gave rise to an Account,
completion certificate, or other proof of the satisfactory performance of
services which gave rise to an Account, copies of the invoices arising out of an
Account, and the Pledgor's copy of any written contract or order from which an
Account arose; and (c) when requested, regularly advise the Lender whenever an
account debtor returns or refuses to retain any goods, the sale or lease of
which gave rise to an Account, and will comply with any instructions which the
Lender may give regarding the sale or other disposition of such returns.

                  14. Performance by Lender. If the Pledgor fails to perform,
observe, or comply with any of the conditions, terms, or covenants contained in
this Agreement, the Lender, without notice to or demand upon the Pledgor and
without waiving or releasing any of the Pledgor's Liabilities or any Event of
Default, may (but shall be under no obligation to) at any time thereafter
perform such conditions, terms, or covenants for the account and at the expense
of the Pledgor, and may enter upon any place of business or other premises of
the Pledgor for that purpose and take all such action thereon as the Lender may
consider necessary or appropriate for such purpose. All sums paid or advanced by
the Lender in connection with the foregoing and all costs and expenses
(including, without limitation, reasonable attorneys' fees actually incurred and
expenses) incurred in connection therewith (collectively, the "Expense
Payments") together with interest thereon at the post-default rate of interest
provided for in the Restated Note (but in no event higher than the maximum
interest rate permitted by applicable law), from the date of payment until
repaid in full, shall be paid by the Pledgor to the Lender on demand and shall
constitute and become a part of the Pledgor's Liabilities secured hereby.

                  15. Default. The occurrence of any one or more of the
following events shall constitute an event of default (an "Event of Default")
under this Agreement: (a) failure of the Pledgor to pay any of the Pledgor's
Liabilities as and when due and payable, after giving effect to any applicable
grace period; (b) failure of the Pledgor to perform, observe, or comply with any
of the provisions of this Agreement or of any of the other Loan Documents, after
giving effect to any applicable grace period; (c) the occurrence of an Event of
Default (as defined therein) under any of the other Loan Documents; (d) any
information contained in any financial statement, application, schedule, report,
or any other document given by the Pledgor or by any other person in connection
with the Pledgor's Liabilities, with the Collateral, or with any of the Loan
Documents, including any Borrowing Base Certificate referred to in Section 4 of
the RCA Restated Pledge Agreement, is not in all respects true and accurate or
the Pledgor or such other person omitted to state any material fact or any fact
necessary to make such information not misleading; (e) the Pledgor is generally
not paying

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debts as such debts become due; (f) the filing of any petition for relief under
any provision of the Federal Bankruptcy Code or any similar state law is brought
by or against the Pledgor; (g) an application for the appointment of a receiver
for, the making of a general assignment for the benefit of creditors by or the
insolvency of, the Pledgor; (h) the dissolution, merger, consolidation, or
reorganization of the Pledgor; (i) suspension of the operation of the Pledgor's
present business; (j) transfer of a substantial part (determined by market
value) of the Pledgor's property; (k) sale, transfer, or exchange, either
directly or indirectly, of a controlling stock interest of the Pledgor, other
than to the Lender; (l) termination or withdrawal of any guaranty for the
Pledgor's Liabilities; (m) the Pension Benefit Guaranty Corporation commences
proceedings under Section 4042 of the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended, to terminate any employee pension benefit plan of
the Pledgor; (n) the determination in good faith by the Lender that a material
adverse change has occurred in the financial condition of the Pledgor from the
condition set forth in the most recent financial statement of the Pledgor
heretofore furnished to the Lender, or from the financial condition of the
Pledgor as heretofore most recently disclosed to the Lender in any other manner;
(o) the determination in good faith by the Lender that the prospect of payment
of any of the Pledgor's Liabilities is impaired for any reason; or (p) the
occurrence of an "Event of Default" under the Fidelity Agreement referred to in
Section 20 hereof.

                  16. Rights and Remedies upon Default.

                      (a)  Upon and after an Event of Default, Lender shall 
have, subject to Section 20 hereof, the following rights and remedies:

                           (i) In addition to any other rights and remedies
contained in this Agreement and in all the other Loan Documents, all the rights
and remedies of a secured party under the Uniform Commercial Code of the State
of New York or other applicable laws, all of which rights and remedies shall be
cumulative and non-exclusive, to the extent permitted by law;

                           (ii) The right to open Pledgor's mail and to collect
any and all amounts due Pledgor from account debtors; and

                           (iii) The right to: (A) demand payment of the
Accounts; (B) enforce payment of the Accounts by legal proceedings or otherwise;
(C) exercise all of Pledgor's rights and remedies with respect to the collection
of the Accounts; (D) settle, adjust, compromise, extend or renew the Accounts;
(E) settle, adjust or compromise any legal proceedings brought to collect the
Accounts; (F) to the extent permitted by applicable law, sell or assign the
Accounts upon such terms, for such amounts and at such time or times as Lender
deems advisable; (G) discharge and release the Accounts; (H) take control, in
any manner, of any item of payment or proceeds from any account debtor; (I)
prepare, file and sign Pledgor's name on any proof of claim in bankruptcy or
similar document against any account debtor; (J) prepare, file, and sign
Pledgor's name on any notice of lien, assignment or satisfaction of lien or
similar document in connection with the Accounts; (K) do all acts and

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<PAGE>   9



things necessary, in Lender's sole discretion, to fulfill Pledgor's obligations
under the Loan Documents; (L) endorse the name of Pledgor upon any chattel
paper, document, instrument, invoice, freight bill, bill of lading or similar
document or agreement relating to the Accounts; (M) use Pledgor's stationery and
sign Pledgor's name to verifications of the Accounts and notices thereof to
account debtors; and (N) use the information recorded on or contained in any
data processing equipment or computer hardware or software relating to the
Accounts or proceeds thereof to which Pledgor has access.

                      (b) Upon and after an Event of Default, Lender shall have,
subject to Section 20 hereof, the right to: (i) sell or otherwise dispose of all
or any Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by law, in lots or in bulk, for cash or on credit, all as Lender, in
its sole discretion, may deem advisable; (ii) adjourn such sales from time to
time with or without notice; and (iii) to conduct such sales on Pledgor's
premises or elsewhere and use Pledgor's premises without charge for such sales
for such time or times as Lender may see fit. Lender is hereby granted a license
or other right to use, without charge, Pledgor's labels, patents, copyrights,
rights of use of any name, trade secrets, trade names, trademarks and
advertising matter, or any property of a similar nature, as it pertains to the
Collateral, in advertising for sale and selling any Collateral. Pledgor's rights
under all licenses and all franchise agreements shall inure to Lender's benefit.
Lender shall have the right to sell, lease or otherwise dispose of any
Collateral, or any part thereof, for cash, credit or any combination thereof,
and Lender may purchase all or any part of the Collateral at public or, to the
extent permitted by law, private sale and, in lieu of actual payment of such
purchase price, may set off the amount of such price against Pledgor's
obligations to Lender. The proceeds realized from the sale of any Collateral
shall be applied first to the reasonable costs, expenses and attorneys' fees and
expenses incurred by Lender for collection and for acquisition, completion,
protection, removal, storage, sale and delivery of the Collateral; second, to
interest due upon the indebtedness under the Restated Note; third, to the
principal of the indebtedness under the Restated Note; and fourth, to the
payment of all other Pledgor Liabilities. If any deficiency shall arise, Pledgor
shall remain liable to Lender therefor.

                      (c) Any notice required to be given by Lender of a sale,
lease or other disposition of the Collateral or any other intended action by
Lender, if deposited in the United States mail, postage prepaid and addressed to
Pledgor at its address set forth herein, at least five days prior to such
proposed action, shall constitute commercially reasonable and fair notice
thereof to Pledgor.

                      (d) Upon the occurrence of an Event of Default which has
not been cured, the rate of interest accruing on the indebtedness evidenced by
the Restated Note shall, at Lender's option, be increased to a default rate of
interest provided in the Restated Note.

                  17. Remedies Cumulative. Each right, power, and remedy of the
Lender as provided for in this Agreement or in the other Loan Documents or now
or hereafter existing at law or in equity of by statute or otherwise shall be
cumulative and concurrent and shall be

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<PAGE>   10



in addition to every other right, power, or remedy provided for in this
Agreement or in the other Loan Documents or now or hereafter existing at law or
in equity or by statute or otherwise, and the exercise or beginning of the
exercise by the Lender or any one or more of such rights, powers, or remedies
shall not preclude the simultaneous or later exercise by the Lender of any or
all such other rights, powers, or remedies.

                  18. Waiver. No failure or delay by the Lender to insist upon
the strict performance of any term, condition, covenant, or agreement of this
Agreement or of the other Loan Documents, or to exercise any right, power, or
remedy consequent upon a breach thereof, shall constitute a waiver of any such
term, condition, covenant, or agreement or of any such breach, or such term,
condition, covenant, or agreement or of any such breach, or preclude the Lender
from exercising any such right, power, or remedy at any later time or times. By
accepting payment after the due date of any of the Pledgor's Liabilities, the
Lender shall not be deemed to have waived the right either to require payment
when due of all other Pledgor's Liabilities or to declare an Event of Default
for failure to effect such payment of any such other Pledgor's Liabilities. The
Pledgor waives presentment, notice of dishonor, and notice of non-payment with
respect to Accounts.

                  19. Miscellaneous. Time is of the essence of this Agreement.
The section headings of this Agreement are for convenience only and shall not
limit or otherwise affect any of the terms hereof. Neither this Agreement nor
any term, condition, covenant, or agreement hereof may be changed, waived,
discharged, or terminated orally but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge, or
termination is sought. This Agreement shall be governed by the laws of the State
of New York and shall be binding upon the Pledgor and its heirs, executors,
administrators, legal representatives, successors, and assigns, and shall inure
to the benefit of the Lender and its successors and assigns. As used herein, the
singular number shall include the plural, the plural the singular, and the use
of the masculine, feminine, or neuter gender shall include all genders, as the
context may require, and the term "person" shall include an individual, a
corporation, an association, a partnership, a trust, and an organization.
Invalidation of any one or more of the provisions of their Agreement shall in no
way affect any of the other provisions hereof, which shall remain in full force
and effect. All references herein to any document, instrument, or agreement
shall be deemed to refer to such document, instrument, or agreement as the same
may be amended, modified, restated, supplemented, or replaced from time to time.
Unless varied by this Agreement, all terms used herein which are defined by the
Uniform Commercial Code of the State of New York shall have the same meanings
hereunder an assigned to them by the Uniform Commercial Code of the State of New
York.

                  20. Senior Security Agreement. Notwithstanding anything
contained herein to the contrary, this Agreement and the security interest
created hereby shall be junior to the security interest in favor of Fidelity
National Bank ("Fidelity") pursuant to that certain Security Agreement dated as
of December 30, 1994, as such agreement has been and may be amended from time to
time (the "Fidelity Agreement"). To the extent that there is any

                                       10.



<PAGE>   11



inconsistency between the exercise of the Lender's rights and remedies provided
for herein and the exercise by Fidelity of its rights and remedies pursuant to
the Fidelity Agreement, the exercise of the Lender's rights and remedies
provided for herein shall be subordinate to any exercise by Fidelity of its
rights and remedies pursuant to the Fidelity Agreement. The Pledgor represents
and warrants that Fidelity has consented to this Agreement and the security
interest created hereby.

                                       11.



<PAGE>   12



                  IN WITNESS WHEREOF, the Pledgor has caused its duly authorized
officers to execute this Agreement and to affix its corporate seal hereto, as of
the day and year first written above.

                              PLEDGOR:

                                RETIREMENT MANAGEMENT
                                CORPORATION, a Georgia corporation

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

                                Attest:
                                       -----------------------------------------
                                          Secretary


                                         [CORPORATE SEAL]


                                         Address of Pledgor's chief executive
                                         office:

                                         6000 Lake Forrest Drive
                                         Suite 200
                                         Atlanta, Georgia 30328
                                         Fulton County, Georgia

Address(es) where Collateral is to be    Address(es) of other place(s) of 
located:                                 business of the Pledgor:

6000 Lake Forrest Drive                  (1) ___________________________________
Suite 200                                    ___________________________________
Atlanta, GA  30328                           ___________________________________

                                         (2) ___________________________________
                                             ___________________________________
                                             ___________________________________



Previous legal and/or trade name(s) of the 
Pledgor:


                                       12.



<PAGE>   13


(1)  ________________________

(2)  ________________________


                                      13.


<PAGE>   14

                                   EXHIBIT "A"

                  1. Security interest in favor of Fidelity National Bank
pursuant to a Security Agreement dated as of December 30, 1994, as such
agreement has been and may be amended from time to time (the "Fidelity
Agreement").

                  2. Financing statements have been filed in the states of
Georgia, Tennessee, Florida and Alabama in connection with the security
interests granted pursuant to the Fidelity Agreement.

                                       14.