<PAGE>
                                                                 EXHIBIT 10.26



                          PLEDGE AND SECURITY AGREEMENT

                          DATED AS OF DECEMBER 19, 2003

                                     BETWEEN

                                     EACH OF

                            MARINER HEALTH CARE, INC.

                       AND THE OTHER GRANTORS PARTY HERETO

                                       AND

                       CANADIAN IMPERIAL BANK OF COMMERCE,

                               AS COLLATERAL AGENT

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
SECTION 1. DEFINITIONS; GRANT OF SECURITY........................................................................      1
     1.1          GENERAL DEFINITIONS............................................................................      1
     1.2          DEFINITIONS; INTERPRETATION....................................................................      8
SECTION 2. GRANT OF SECURITY.....................................................................................      8
     2.1          GRANT OF SECURITY..............................................................................      8
     2.2          CERTAIN LIMITED EXCLUSIONS.....................................................................      9
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE......................................................      9
     3.1          SECURITY FOR OBLIGATIONS.......................................................................      9
     3.2          CONTINUING LIABILITY UNDER COLLATERAL..........................................................     10
SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS..........................................................     10
     4.1          GENERALLY......................................................................................     10
     4.2          EQUIPMENT AND INVENTORY........................................................................     13
     4.3          RECEIVABLES....................................................................................     14
     4.4          INVESTMENT RELATED PROPERTY....................................................................     15
     4.5          MATERIAL CONTRACTS.............................................................................     22
     4.6          LETTER OF CREDIT RIGHTS........................................................................     23
     4.7          INTELLECTUAL PROPERTY..........................................................................     23
     4.8          COMMERCIAL TORT CLAIMS.........................................................................     26
SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS...............................     27
     5.1          ACCESS; RIGHT OF INSPECTION....................................................................     27
     5.2          FURTHER ASSURANCES.............................................................................     27
     5.3          ADDITIONAL GRANTORS............................................................................     28
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT...........................................................     28
     6.1          POWER OF ATTORNEY..............................................................................     28
     6.2          NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED PARTIES.....................................     29
     6.3          RATIFICATION...................................................................................     29
SECTION 7. REMEDIES..............................................................................................     29
     7.1          GENERALLY......................................................................................     29
     7.2          APPLICATION OF PROCEEDS........................................................................     31
     7.3          INVESTMENT RELATED PROPERTY....................................................................     31
     7.4          INTELLECTUAL PROPERTY..........................................................................     31
     7.5          CASH PROCEEDS..................................................................................     33
SECTION 8. COLLATERAL AGENT......................................................................................     33
SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.......................................................     33
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.......................................................     34
SECTION 11. MISCELLANEOUS........................................................................................     34
</TABLE>

SCHEDULE  A  -- LIST OF GRANTORS

SCHEDULE 1.1 -- EXCLUDED SUBSIDIARY INTERESTS

SCHEDULE 4.1 -- GENERAL INFORMATION

SCHEDULE 4.2 -- LOCATION OF EQUIPMENT AND INVENTORY

                                       i

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

SCHEDULE 4.4 -- INVESTMENT RELATED PROPERTY

SCHEDULE 4.6 -- DESCRIPTION OF LETTERS OF CREDIT

SCHEDULE 4.7 -- INTELLECTUAL PROPERTY

SCHEDULE 4.8 -- COMMERCIAL TORT CLAIMS

EXHIBIT A -- PLEDGE SUPPLEMENT

EXHIBIT B -- FORM OF UNCERTIFICATED SECURITIES CONTROL AGREEMENT

EXHIBIT C -- FORM OF COLLATERAL ACCOUNT CONTROL AGREEMENT

EXHIBIT D -- FORM OF PERSONAL PROPERTY SECURITY INTEREST OPINION

EXHIBIT E -- FORM OF GRANT OF TRADEMARK SECURITY INTEREST

EXHIBIT F -- FORM OF GRANT OF COPYRIGHT SECURITY INTEREST

                                       ii

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  This PLEDGE AND SECURITY AGREEMENT, dated as of December 19,
2003 (this "AGREEMENT"), between EACH OF THE UNDERSIGNED, whether as an original
signatory hereto or as an Additional Grantor (as herein defined) (each, a
"GRANTOR"), and CANADIAN IMPERIAL BANK OF COMMERCE, as Collateral Agent for the
Secured Parties (as herein defined) (together with its permitted successors in
such capacity as Collateral Agent, the "COLLATERAL AGENT").

                                    RECITALS:

         WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
by and among MARINER HEALTH CARE, INC., a Delaware corporation, (the "COMPANY")
certain Subsidiaries of the Company, as Guarantors, the lenders party thereto
from time to time (the "LENDERS"), CIBC WORLD MARKETS CORP., as a Joint Lead
Arranger, J.P. MORGAN SECURITIES INC., as a Joint Lead Arranger, LEHMAN BROTHERS
INC., as a Joint Lead Arranger, LEHMAN BROTHERS COMMERCIAL PAPER and JPMORGAN
CHASE BANK, as Co-Syndication Agents, CITICORP NORTH AMERICA, INC., and GENERAL
ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents, and CANADIAN IMPERIAL
BANK OF COMMERCE, as Administrative Agent and as Swing Line Lender, and the
Collateral Agent;

         WHEREAS, subject to the terms and conditions of the Credit Agreement,
certain Grantors may enter into one or more Hedge Agreements (as herein defined)
with one or more Lender Counterparties (as defined in the Credit Agreements);

         WHEREAS, in consideration of the extensions of credit and other
accommodations of Lenders and Lender Counterparties as set forth in the Credit
Agreement and the Hedge Agreements, respectively, each Grantor has agreed to
secure such Grantor's obligations under the Credit Documents and the Hedge
Agreements as set forth herein; and

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, each Grantor and the Collateral Agent
agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

         1.1      GENERAL DEFINITIONS. In this Agreement, the following terms
shall have the following meanings:

                  "ACCOUNT DEBTOR" shall mean each Person who is obligated on a
Receivable or any Supporting Obligation related thereto.

                  "ACCOUNTS" shall mean all "accounts" as defined in Article 9
of the UCC.

                  "AGREEMENT" shall have the meaning set forth in the preamble.

                  "ADDITIONAL GRANTORS" shall have the meaning assigned in
Section 5.3.

                  "ASSIGNED AGREEMENTS" shall mean all agreements and contracts
to which such Grantor is a party as of the date hereof, or to which such Grantor
becomes a party after the date hereof, including, without limitation, each
Material Contract, as each such agreement may be amended, supplemented or
otherwise modified from time to time.

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  "BANKRUPTCY CODE" shall mean Title 11 of the United States
Code entitled "Bankruptcy", as now and hereafter in effect, or any successor
statute.

                  "CASH PROCEEDS" shall have the meaning assigned in Section
7.5.

                  "CHATTEL PAPER" shall mean all "chattel paper" as defined in
Article 9 of the UCC, including, without limitation, "electronic chattel paper"
or "tangible chattel paper", as each term is defined in Article 9 of the UCC.

                  "COLLATERAL" shall have the meaning assigned in Section 2.1.

                  "COLLATERAL AGENT" shall have the meaning set forth in the
preamble.

                  "COLLATERAL RECORDS" shall mean books, records, ledger cards,
files, correspondence, customer lists, blueprints, technical specifications,
manuals, computer software, computer printouts, tapes, disks and related data
processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon.

                  "COLLATERAL SUPPORT" shall mean all property (real or
personal) assigned, hypothecated or otherwise securing any Collateral and shall
include any security agreement or other agreement granting a lien or security
interest in such real or personal property.

                  "COLLECTION ACCOUNT" shall mean any account established at a
financial institution designated by the Collateral Agent in the name of "Mariner
Health Care, Inc. - Canadian Imperial Bank of Commerce, as Collateral Agent",
together with any and all successor, replacement or substituted accounts
thereto.

                  "COMMERCIAL TORT CLAIMS" shall mean all "commercial tort
claims" as defined in Article 9 of the UCC, including, without limitation, all
commercial tort claims listed on Schedule 4.8 (as such schedule may be amended
or supplemented from time to time).

                  "COMMODITIES ACCOUNTS" (i) shall mean all "commodity accounts"
as defined in Article 9 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4 under the heading "Commodities
Accounts" (as such schedule may be amended or supplemented from time to time).

                  "COMPANY" shall have the meaning set forth in the recitals.

                  "CONCENTRATION ACCOUNT" shall mean any account listed on
Schedule 4.4(A)(8)(a) under the heading "Deposit Accounts: Concentration
Account" (as such schedule may be amended or supplemented from time to time),
together with any and all successor, replacement or substituted accounts
thereto.

                  "CONTROLLED FOREIGN CORPORATION" shall mean "controlled
foreign corporation" as defined in the Tax Code.

                  "COPYRIGHT LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Copyrights (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(B) (as such schedule may be amended or
supplemented from time to time).

                                       2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  "COPYRIGHTS" shall mean all United States and foreign
copyrights, all mask works fixed in semi-conductor chip products (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered, now or hereafter in force throughout the world, all registrations
and applications therefor including, without limitation, the applications
referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented
from time to time), all rights corresponding thereto throughout the world, all
extensions and renewals of any thereof, the right to sue for past, present and
future infringements of any of the foregoing, and all proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.

                  "CREDIT AGREEMENT" shall have the meaning set forth in the
recitals.

                  "DOCUMENTS" shall mean all "documents" as defined in Article 9
of the UCC.

                  "DE MINIMIS SECURITIES ACCOUNTS" shall have the meaning
assigned to such term in Section 4.4.4(a)(iii) hereto.

                  "DE MINIMIS SECURITIES ENTITLEMENTS" shall have the meaning
assigned to such term in Section 4.4.4(a)(iii) hereto.

                  "DEPOSIT ACCOUNTS" (i) shall mean all "deposit accounts" as
defined in Article 9 of the UCC and in any event shall include any demand, time,
savings, passbook or title account maintained with a depository institution and
(ii) shall include, without limitation, all of the accounts listed on Schedule
4.4 under the heading "Deposit Accounts" (as such schedule may be amended or
supplemented from time to time).

                  "EQUIPMENT" shall mean: (i) all "equipment" as defined in
Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data
processing equipment, computers, office equipment, furnishings, furniture,
appliances, fixtures, tools (in each case, regardless of whether characterized
as equipment under the UCC) and (iii) all accessions or additions thereto, all
parts thereof, whether or not at any time of determination incorporated or
installed therein or attached thereto, and all replacements therefor, wherever
located, now or hereafter existing, including any fixtures.

                  "EXCLUDED SUBSIDIARY INTERESTS" shall mean any shares of
capital stock, limited liability company interests, partnership interests or
trust interests in any entity listed on Schedule 1.1 hereto (as such schedule
may be amended or supplemented from time to time); provided, that any shares of
capital stock, limited liability company interests, partnership interests or
trust interests in any entity listed on Schedule 1.1 hereto shall automatically
be deemed not to be an Excluded Subsidiary Interest upon a grant of security
interest by the applicable Grantor in such capital stock, limited liability
company interests, partnership interests or trust interests by the delivery to
the Collateral Agent of a Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules thereto,
reflecting such Pledged Equity Interests.

                  "EXCLUDED PROPERTY" shall mean all Fixtures and Equipment
located on, in connection with, relating to the Jacinto City Healthcare Center
facility located in Harris County, Texas, Southfield HealthCare Center facility
located in Harris County, Texas, The Village Healthcare Center facility located
in Harris County, Texas, Retama Manor Nursing Center/ Corpus Christi North
located in Nueces County, Texas, and Spring Branch HealthCare Center located in
Harris County, Texas and the replacement facilities for Jacinto City Healthcare
Facility and Southfield Healthcare Facility.

                                       3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  "EXCLUDED PROPERTY DOCUMENT" shall mean any agreement that
evidences the transfer of the security interest in the Excluded Property by the
applicable Grantor in favor of a Person other than the Collateral Agent.

                  "FIXTURES" shall mean all "fixtures" as defined in Article 9
of the UCC.

                  "GENERAL INTANGIBLES" (i) shall mean all "general intangibles"
as defined in Article 9 of the UCC and (ii) shall include, without limitation,
all interest rate or currency protection or hedging arrangements, all tax
refunds, all licenses, permits, concessions and authorizations, all Assigned
Agreements and all Intellectual Property (in each case, regardless of whether
characterized as general intangibles under the UCC).

                  "GOODS" (i) shall mean all "goods" as defined in Article 9 of
the UCC and (ii) shall include, without limitation, all Inventory and Equipment
(in each case, regardless of whether characterized as goods under the UCC).

                  "GOVERNMENT RECEIVABLES" shall mean, collectively, any and all
Receivables which are payable by a Governmental Authority.

                  "GRANTORS" shall have the meaning set forth in the preamble.

                  "INSTRUMENTS" shall mean all "instruments" as defined in
Article 9 of the UCC.

                  "INSURANCE" shall mean: (i) all insurance policies covering
any or all of the Collateral (regardless of whether the Collateral Agent is the
loss payee thereof) and (ii) any key man life insurance policies.

                  "INSURANCE CONCENTRATION ACCOUNT" shall mean any account
listed on Schedule 4.4(A)(8)(b) under the heading "Deposit Account: Insurance
Concentration Account" (as such schedule may be amended or supplemented from
time to time), together with any and all successor, replacement or substituted
accounts.

                  "INTELLECTUAL PROPERTY" shall mean, collectively, the
Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret
Licenses and in any event shall include all present and future rights,
priorities and privileges relating to intellectual property arising under United
States, applicable state, multinational or foreign laws or otherwise.

                  "INVENTORY" shall mean: (i) all "inventory" as defined in
Article 9 of the UCC and (ii) all goods held for sale or lease or to be
furnished under contracts of service or so leased or furnished, all raw
materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or
production of such inventory or otherwise used or consumed in any Grantor's
business; all goods in which any Grantor has an interest in mass or a joint or
other interest or right of any kind; and all goods which are returned to or
repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether
characterized as inventory under the UCC).

                  "INVESTMENT ACCOUNTS" shall mean the Securities Accounts,
Commodities Accounts and Deposit Accounts.

                                       4
PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  "INVESTMENT RELATED PROPERTY" shall mean: (i) all "investment
property" (as such term is defined in Article 9 of the UCC) other than Excluded
Subsidiary Interests and (ii) all of the following (regardless of whether
classified as investment property under the UCC): all Pledged Equity Interests,
Pledged Debt, the Investment Accounts and certificates of deposit.

                  "LENDER" shall have the meaning set forth in the recitals.

                  "LETTER OF CREDIT RIGHT" shall mean "letter-of-credit right"
as defined in Article 9 of the UCC.

                  "MONEY" shall mean "money" as defined in the UCC.

                  "NON-ASSIGNABLE CONTRACT" shall mean any agreement, contract
or license to which any Grantor is a party that by its terms purport to restrict
or prevent the assignment or granting of a security interest therein (either by
its terms or by any federal or state statutory prohibition or otherwise,
irrespective of whether such prohibition or restriction is enforceable under
Sections 9-406 through 409 of the UCC).

                  "OUTSTANDING LETTER OF CREDIT" shall mean any Letter of Credit
issued pursuant to the Credit Agreement other than any Letter of Credit
outstanding beyond the Revolving Commitment Termination Date and backed by cash
collateral or a supporting letter of credit in accordance with Section 2.4 of
the Credit Agreement.

                  "PATENT LICENSES" shall mean all agreements providing for the
granting of any right in or to Patents (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement referred to
in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to
time).

                  "PATENTS" shall mean all United States and foreign patents and
applications for letters patent throughout the world, including, but not limited
to each patent and patent application referred to in Schedule 4.7(C) (as such
schedule may be amended or supplemented from time to time), all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations of any of the foregoing, all rights corresponding thereto
throughout the world, and all proceeds of the foregoing including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds
of suit and the right to sue for past, present and future infringements of any
of the foregoing.

                  "PLEDGED DEBT" shall mean all Indebtedness owed to such
Grantor, including, without limitation, all Indebtedness described on Schedule
4.4(A) under the heading "Pledged Debt" (as such schedule may be amended or
supplemented from time to time), issued by the obligors named therein, the
instruments evidencing such Indebtedness, and all interest, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Indebtedness.

                  "PLEDGED EQUITY INTERESTS" shall mean all Pledged Stock,
Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust
Interests.

                  "PLEDGED LLC INTERESTS" shall mean all interests in any
limited liability company including, without limitation, all limited liability
company interests listed on Schedule 4.4(A) under the heading "Pledged LLC
Interests" (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records of such
limited liability company or on the books and records of any

                                       5

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited
liability company interests; provided, that Pledged LLC Interests shall not
include Excluded Subsidiary Interests.

                  "PLEDGED PARTNERSHIP INTERESTS" shall mean all interests in
any general partnership, limited partnership, limited liability partnership or
other partnership including, without limitation, all partnership interests
listed on Schedule 4.4(A) under the heading "Pledged Partnership Interests" (as
such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
partnership interests; provided, that Pledged Partnership Interests shall not
include Excluded Subsidiary Interests.

                  "PLEDGED STOCK" shall mean all shares of capital stock owned
by such Grantor, including, without limitation, all shares of capital stock
described on Schedule 4.4(A) under the heading "Pledged Stock" (as such schedule
may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares; provided, that Pledged
Stock shall not include Excluded Subsidiary Interests.

                  "PLEDGE SUPPLEMENT" shall mean any supplement to this
agreement in substantially the form of Exhibit A.

                  "PLEDGED TRUST INTERESTS" shall mean all interests in a
Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 4.4(A) under the heading "Pledged Trust Interests"
(as such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such trust interests and any interest of such
Grantor on the books and records of such trust or on the books and records of
any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such trust interests;
provided, that Pledged Trust Interests shall not include Excluded Subsidiary
Interests.

                  "PROCEEDS" shall mean: (i) all "proceeds" as defined in
Article 9 of the UCC, (ii) payments or distributions made with respect to any
Investment Related Property and (iii) whatever is receivable or received when
Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.

                  "RECEIVABLES" shall mean all rights to payment, whether or not
earned by performance, for goods or other property sold, leased, licensed,
assigned or otherwise disposed of, or services rendered or to be rendered,
including, without limitation all such rights constituting or evidenced by any
Account, Chattel Paper, Instrument, General Intangible or Investment Related
Property, together with all of Grantor's rights, if any, in any goods or other
property giving rise to such right to payment and all Collateral Support and
Supporting Obligations related thereto and all Receivables Records.

                                       6

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  "RECEIVABLES RECORDS" shall mean (i) all original copies of
all documents, instruments or other writings or electronic records or other
Records evidencing the Receivables, (ii) all books, correspondence, credit or
other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards,
computer tapes, computer discs, computer runs, record keeping systems and other
papers and documents relating to the Receivables, whether in the possession or
under the control of Grantor or any computer bureau or agent from time to time
acting for Grantor or otherwise, (iii) all evidences of the filing of financing
statements and the registration of other instruments in connection therewith,
and amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit information, reports and memoranda
relating thereto and (v) all other written or electronic forms of information
related in any way to the foregoing or any Receivable.

                  "RECORD" shall have the meaning specified in Article 9 of the
UCC.

                  "SECURED OBLIGATIONS" shall have the meaning assigned in
Section 3.1.

                  "SECURED PARTIES" shall mean collectively, the Agents (as such
term is defined in the Credit Agreement), the Lenders and the Lender
Counterparties and shall include, without limitation, all former Lenders, Lender
Counterparties and Agents to the extent that any Obligations owing to such
Persons were incurred while such Persons were Lenders, Lender Counterparties or
Agents and such Obligations have not been paid or satisfied in full.

                  "SECURITIES ACCOUNTS" (i) shall mean all "securities accounts"
as defined in Article 8 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4(A) under the heading "Securities
Accounts" (as such schedule may be amended or supplemented from time to time).

                  "SUPPORTING OBLIGATION" shall mean all "supporting
obligations" as defined in Article 9 of the UCC.

                  "TAX CODE" shall mean the United States Internal Revenue Code
of 1986, as amended from time to time.

                  "TRADEMARK LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trademarks (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(F) (as such schedule may be amended or
supplemented from time to time).

                  "TRADEMARKS" shall mean all United States, state and foreign
trademarks, trade names, corporate names, company names, business names,
fictitious business names, internet domain names, trade styles, service marks,
certification marks, collective marks, logos, other source or business
identifiers, designs and general intangibles of a like nature, all registrations
and applications for any of the foregoing including, but not limited to the
registrations and applications referred to in Schedule 4.7(E) (as such schedule
may be amended or supplemented from time to time), all extensions or renewals of
any of the foregoing, all of the goodwill of the business connected with the use
of and symbolized by the foregoing, the right to sue for past, present and
future infringement or dilution of any of the foregoing or for any injury to
goodwill, and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.

                  "TRADE SECRET LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trade Secrets (whether such
Grantor is licensee or licensor thereunder) including,

                                       7

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

without limitation, each agreement referred to in Schedule 4.7(G) (as such
schedule may be amended or supplemented from time to time).

                  "TRADE SECRETS" shall mean all trade secrets and all other
confidential or proprietary information and know-how now or hereafter owned or
used in, or contemplated at any time for use in, the business of such Grantor
that gives the business a competitive advantage (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, the
right to sue for past, present and future infringement of any Trade Secret, and
all proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit; provided,
that Trade Secrets shall not include any patient information.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of Delaware or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.

                  "UNITED STATES" shall mean the United States of America.

         1.2      DEFINITIONS; INTERPRETATION. All capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement or, if not
defined therein, in the UCC. References to "Sections," "Exhibits" and
"Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of
this Agreement unless otherwise specifically provided. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference. The use herein of the word "include" or "including", when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not nonlimiting
language (such as "without limitation" or "but not limited to" or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter. If any conflict or inconsistency
exists between this Agreement and the Credit Agreement, the Credit Agreement
shall govern. All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article of
the UCC.

SECTION 2. GRANT OF SECURITY.

         2.1      GRANT OF SECURITY. Each Grantor hereby assigns and transfers
to the Collateral Agent, and hereby grants to the Collateral Agent, a security
interest and continuing lien on all of such Grantor's right, title and interest
in, to and under all personal property of such Grantor including, but not
limited to the following, in each case whether now owned or existing or
hereafter acquired or arising and wherever located (all of which being
hereinafter collectively referred to as the "COLLATERAL"):

                  (a)      Accounts;

                  (b)      Chattel Paper;

                  (c)      Documents;

                  (d)      General Intangibles;

                                       8

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (e)      Goods;

                  (f)      Instruments;

                  (g)      Insurance;

                  (h)      Intellectual Property;

                  (i)      Investment Related Property;

                  (j)      Letter of Credit Rights;

                  (k)      Money;

                  (l)      Receivables and Receivable Records;

                  (m)      Commercial Tort Claims;

                  (n)      to the extent not otherwise included above, all
Collateral Records, Collateral Support and Supporting Obligations relating to
any of the foregoing; and

                  (o)      to the extent not otherwise included above, all
Proceeds, products, accessions, rents and profits of or in respect of any of the
foregoing.

         2.2      CERTAIN LIMITED EXCLUSIONS. Notwithstanding anything herein to
the contrary, in no event shall the security interest granted under Section 2.1
hereof attach to, or the term "Collateral" be deemed to include, (a) any
Excluded Property, Government Receivables, lease, Assignment Agreement, license,
contract, property rights or agreement to which any Grantor is a party or any of
its rights or interests thereunder if, and for so long as, the grant of such
security interest shall constitute or result in (i) the abandonment,
invalidation or unenforceability of any right, title or interest of any Grantor
therein or (ii) a breach or termination pursuant to the terms of, or a default
under, any such Government Receivable, Excluded Property Document, lease,
Assigned Agreement or other license, contract, property rights or agreement or
the violation of any applicable law (other than to the extent that any such term
would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409
of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law (including the Bankruptcy Code) or
principles of equity); provided, however that such security interest shall
attach immediately at such time as the condition causing such abandonment,
invalidation or unenforceability shall be remedied and to the extent severable,
shall attach immediately to any portion of such Excluded Property, Government
Receivables, lease, Assigned Agreement or other license, contract, property
rights or agreement that does not result in any of the consequences specified in
(i) or (ii) above; or (b) in any of the outstanding capital stock of a
Controlled Foreign Corporation in excess of 65% of the voting power of all
classes of capital stock of such Controlled Foreign Corporation entitled to
vote; provided that immediately upon the amendment of the Tax Code to allow the
pledge of a greater percentage of the voting power of capital stock in a
Controlled Foreign Corporation without adverse tax consequences, the Collateral
shall include, and the security interest granted by each Grantor shall attach
to, such greater percentage of capital stock of each Controlled Foreign
Corporation.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

         3.1      SECURITY FOR OBLIGATIONS. This Agreement secures, and the
Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated

                                       9

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including the payment of amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
Section 362(a) (and any successor provision thereof)), of all Obligations with
respect to every Grantor (the "SECURED OBLIGATIONS").

         3.2      CONTINUING LIABILITY UNDER COLLATERAL. Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all
obligations under the Collateral and nothing contained herein is intended or
shall be a delegation of duties to the Collateral Agent or any other Secured
Party, (ii) each Grantor shall remain liable under each of the agreements
included in the Collateral, including, without limitation, any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, to perform
all of the obligations undertaken by it thereunder all in accordance with and
pursuant to the terms and provisions thereof and neither the Collateral Agent
nor any Secured Party shall have any obligation or liability under any of such
agreements by reason of or arising out of this Agreement or any other document
related thereto nor shall the Collateral Agent nor any Secured Party have any
obligation to make any inquiry as to the nature or sufficiency of any payment
received by it or have any obligation to take any action to collect or enforce
any rights under any agreement included in the Collateral, including, without
limitation, any agreements relating to Pledged Partnership Interests or Pledged
LLC Interests and (iii) 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 the contracts and agreements included in the Collateral.

SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS.

         4.1      GENERALLY. (a) Representations and Warranties. Each Grantor
hereby represents and warrants to the Collateral Agent and each other Secured
Party, on the Closing Date and on each Credit Date, that:

                           (i)      with respect to any Collateral in excess of
         $100,000 individually or $1,000,000 in the aggregate, it owns or has a
         leasehold interest in such Collateral purported to be owned by it or
         otherwise has the rights it purports to have in each item of such
         Collateral and, as to all such Collateral whether now existing or
         hereafter acquired, will continue to own or have such rights in each
         item of the Collateral,

                           (ii)     the Collateral granted by such Grantor is
         free and clear of any and all Liens, rights or claims of all other
         Persons other than Permitted Liens, including, without limitation,
         liens arising as a result of such Grantor becoming bound (as a result
         of merger or otherwise) as debtor under a security agreement entered
         into by another Person;

                           (iii)    it has indicated on Schedule 4.1(A)(as such
         schedule may be amended or supplemented from time to time): (w) the
         type of organization of such Grantor, (x) the jurisdiction of
         organization of such Grantor, (y) its organizational identification
         number, to the extent issued by the jurisdiction of organization, and
         (z) the jurisdiction where the chief executive office or its sole place
         of business is (or the principal residence if such Grantor is a natural
         person), and for the one-year period preceding the date hereof has
         been, located;

                           (iv)     the full legal name of such Grantor is as
         set forth on Schedule 4.1(A) and it has not done in the last five (5)
         years, and does not do, business under any other name (including any
         trade-name or fictitious business name) except for those names set
         forth on Schedule 4.1(B) (as such schedule may be amended or
         supplemented from time to time);

                           (v)      except as provided on Schedule 4.1(C), it
         has not changed its name, jurisdiction of organization, chief executive
         office or sole place of business or its corporate

                                       10

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         structure in any way (e.g., by merger, consolidation, change in
         corporate form or otherwise) within the past five (5) years;

                           (vi)     it has not within the last five (5) years
         become bound (whether as a result of merger or otherwise) as debtor
         under a security agreement entered into by another Person, which has
         not heretofore (or contemporaneously herewith) been terminated other
         than the agreements identified on Schedule 4.1(D) hereof (as such
         schedule may be amended or supplemented from time to time);

                           (vii)    with respect to each agreement identified on
         Schedule 4.1(D), it has indicated on Schedule 4.1(A) and Schedule
         4.1(B) the information required pursuant to Section 4.1(a)(ii), (iii)
         and (iv) with respect to the debtor under each such agreement;

                           (viii)   upon the proper filing of all UCC financing
         statements naming each Grantor as debtor and the Collateral Agent as
         secured party and describing the Collateral in the filing offices set
         forth opposite such Grantor's name on Schedule 4.1(E) hereof (as such
         schedule may be amended or supplemented from time to time) and, to the
         extent not subject to Article 9 of the UCC, upon the recordation of the
         security interests granted hereunder in Patents, Trademarks and
         Copyrights in the applicable intellectual property registries, and the
         registration of all unregistered Copyrights, and other filings
         delivered by each Grantor, and the delivery of an executed control
         agreement for each Concentration Account, Insurance Concentration
         Account and Collection Account listed in Items (a)(8)(A), (a)(8)(B) and
         (a)(8)(C), respectively of Schedule 4.4 hereof (as such schedule may be
         amended or supplemented from time to time) in accordance with Section
         4.4.4 hereof, the security interests granted to the Collateral Agent
         hereunder in the Collateral other than Deposit Accounts not listed on
         Schedule 4.4 hereof (as such schedule may be amended or supplemented
         from time to time), constitute valid and perfected first priority Liens
         (subject only to Permitted Liens and to the rights of the United States
         government (including any agency or department thereof) with respect to
         Government Receivables) on all of the Collateral;

                           (ix)     except for the filings contemplated by
         clause (viii) above and as otherwise indicated on Schedule 4.1(F), all
         actions and consents, including all filings, notices, registrations and
         recordings necessary or desirable for the exercise by the Collateral
         Agent of the voting or other rights provided for in this Agreement or
         the exercise of remedies in respect of the Collateral have been made or
         obtained;

                           (x)      other than the financing statements filed in
         favor of the Collateral Agent, no effective UCC financing statement,
         fixture filing or other instrument similar in effect under any
         applicable law covering all or any part of the Collateral is on file in
         any filing or recording office except for (x) financing statements
         identified on Schedule 4.1(G) for which proper termination statements
         shall have been delivered to the Collateral Agent for filing within
         thirty (30) days of the Closing Date and (y) financing statements filed
         in connection with Permitted Liens;

                           (xi)     no authorization, approval or other action
         by, and no notice to or filing with, any Governmental Authority or
         regulatory body is required for either (i) the pledge or grant by any
         Grantor of the Liens purported to be created in favor of the Collateral
         Agent hereunder or (ii) the exercise by Collateral Agent of any rights
         or remedies in respect of any Collateral (whether specifically granted
         or created hereunder or created or provided for by applicable law),
         except (A) for the filings contemplated by clause (viii) above and (B)
         as may be required, in

                                       11

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         connection with the disposition of any Investment Related Property, by
         laws generally affecting the offering and sale of Securities;

                           (xii)    all information supplied by any Grantor with
         respect to any of the Collateral (in each case taken as a whole with
         respect to any particular Collateral) is accurate and complete in all
         material respects;

                           (xiii)   none of the Collateral constitutes, or is
         the Proceeds of, "farm products" (as defined in the UCC);

                           (xiv)    it does not own any "as extracted
         collateral" (as defined in the UCC) or any timber to be cut; and

                           (xv)     such Grantor has been duly organized as an
         entity of the type as set forth opposite such Grantor's name on
         Schedule 4.1(A) solely under the laws of the jurisdiction as set forth
         opposite such Grantor's name on Schedule 4.1(A) and remains duly
         existing as such. Such Grantor has not filed any certificates of
         domestication, transfer or continuance in any other jurisdiction.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit, that:

                           (i)      except for the security interest created by
         this Agreement, it shall not create or suffer to exist any Lien upon or
         with respect to any of the Collateral, except Permitted Liens, and such
         Grantor shall defend the Collateral against all Persons at any time
         claiming any interest therein;

                           (ii)     it shall not produce, use or permit any
         Collateral to be used unlawfully or in violation of any provision of
         this Agreement or any applicable statute, regulation or ordinance or
         any policy of insurance covering the Collateral;

                           (iii)    it shall not change such Grantor's name,
         identity, corporate structure (e.g., by merger, consolidation, change
         in corporate form or otherwise) sole place of business, chief executive
         office, type of organization or jurisdiction of organization unless it
         shall have (a) notified the Collateral Agent in writing, by executing
         and delivering to the Collateral Agent a completed Pledge Supplement,
         substantially in the form of Exhibit A attached hereto, together with
         all Supplements to Schedules necessary to notify the Collateral Agent
         of changes, additions, dispositions or substitutions of the Collateral
         thereto, at least ten (10) Business Days prior to any such change,
         identifying such new proposed name, identity, corporate structure, sole
         place of business, chief executive office or jurisdiction of
         organization and providing such other information in connection
         therewith as the Collateral Agent may reasonably request and (b) taken
         all actions necessary or advisable to maintain the continuous validity,
         perfection and the same or better priority of the Collateral Agent's
         security interest in the Collateral intended to be granted and agreed
         to hereby; and

                           (iv)     it shall not take or permit any action which
         could materially impair the Collateral Agent's rights in the
         Collateral.

                                       12

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         4.2      EQUIPMENT AND INVENTORY. (a) Representations and Warranties.
Each Grantor represents and warrants to the Collateral Agent and each other
Secured Party, on the Closing Date and on each Credit Date, that:

                           (i)      all of the Equipment and Inventory included
         in the Collateral in excess of $300,000 individually or $2,000,000 in
         the aggregate, is and has been kept for the past five (5) years only at
         the locations specified in Schedule 4.2 (as such schedule may be
         amended or supplemented from time to time) (whether or not listed under
         such Grantor's name); and

                           (ii)     none of the Inventory or Equipment in excess
         of $500,000 in the aggregate is in the possession of an issuer of a
         negotiable document (as defined in Section 7-104 of the UCC) therefor
         or otherwise in the possession of a bailee or a warehouseman.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that:

                           (i)      with respect to any Equipment, Inventory and
         any Documents evidencing any Equipment and Inventory in excess of
         $300,000 individually or $2,000,000 in the aggregate, it shall keep
         such Equipment, Inventory and any Documents evidencing any Equipment
         and Inventory at any location specified on Schedule 4.2 (as such
         schedule may be amended or supplemented from time to time) (whether or
         not listed under such Grantor's name) unless it shall have (a) notified
         the Collateral Agent in writing, by executing and delivering to the
         Collateral Agent a completed Pledge Supplement, substantially in the
         form of Exhibit A attached hereto, together with all Supplements to
         Schedules thereto, at least thirty (30) days prior to any change in
         locations, identifying such new locations and providing such other
         information in connection therewith as the Collateral Agent may
         reasonably request and (b) taken all actions necessary or advisable to
         maintain the continuous validity, perfection and the same or better
         priority of the Collateral Agent's security interest in the Collateral
         intended to be granted and agreed to hereby, or to enable the
         Collateral Agent to exercise and enforce its rights and remedies
         hereunder, with respect to such Equipment and Inventory;

                           (ii)     it shall keep correct and accurate records
         of the Inventory, as is customarily maintained under similar
         circumstances by Persons of established reputation engaged in similar
         business, and in any event in conformity with GAAP;

                           (iii)    it shall not deliver any Document evidencing
         any Equipment and Inventory to any Person other than the issuer of such
         Document to claim the Goods evidenced therefor or the Collateral Agent;

                           (iv)     if any Equipment or Inventory is in
         possession or control of any third party, each Grantor shall join with
         the Collateral Agent in notifying the third party of the Collateral
         Agent's security interest and obtaining an acknowledgment from the
         third party that it is holding the Equipment and Inventory for the
         benefit of the Collateral Agent; and

                           (v)      with respect to any item of Equipment owned
         by such Grantor which is covered by a certificate of title under a
         statute of any jurisdiction under the law of which indication of a
         security interest on such certificate is required as a condition of
         perfection thereof (A) provide information with respect to any such
         Equipment in excess of $300,000 individually or $2,000,000 in the
         aggregate, (B) execute and file with the registrar of motor vehicles or
         other

                                       13

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         appropriate authority in such jurisdiction an application or other
         document requesting the notation or other indication of the security
         interest created hereunder on such certificate of title and (C) deliver
         to the Collateral Agent copies of all such applications or other
         documents filed during such calendar quarter and copies of all such
         certificates of title issued during such calendar quarter indicating
         the security interest created hereunder in the items of Equipment
         covered thereby.

         4.3      RECEIVABLES. (a) Representations and Warranties. Each Grantor
represents and warrants to the Collateral Agent and each other Secured Party, on
the Closing Date and on each Credit Date, that, no Receivable is evidenced by,
or constitutes, an Instrument or Chattel Paper which has not been delivered to,
or otherwise subjected to the control of, the Collateral Agent to the extent
required by, and in accordance with, Section 4.3(c).

                  (b)      Covenants and Agreements: Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that:

                           (i)      it shall keep and maintain at its own cost
         and expense satisfactory and complete records of the Receivables,
         including, but not limited to, the originals of all documentation with
         respect to all Receivables and records of all payments received and all
         credits granted on the Receivables, all merchandise returned and all
         other dealings therewith;

                           (ii)     it shall promptly transfer or cause to be
         transferred all funds arising from the collection of all Receivables
         (A) to a Deposit Account of any Grantor and (B) in any event, no later
         than two (2) Business Days after transfer to the account in (A) above,
         to a Concentration Account listed on Schedule 4.4(A)(8)(a) hereto (as
         such schedule may be amended or supplemented from time to time) or,
         upon the occurrence of and during the existence of an Event of Default
         at the direction of the Collateral Agent, to a Collection Account
         listed on Schedule 4.4(A)(8)(c) hereto (as such schedule may be amended
         or supplemented from time to time);

                           (iii)    it shall perform in all material respects
         all of its obligations with respect to the Receivables as it deems
         appropriate or advisable in the exercise of its business judgment;

                           (iv)     it shall not amend, modify, terminate or
         waive any provision of any Receivable in any manner which could
         reasonably be expected to have a Material Adverse Effect. Other than in
         the ordinary course of business as generally conducted by it on and
         prior to the date hereof, and except as otherwise provided in
         subsection (v) below, following an Event of Default, such Grantor shall
         not (w) grant any extension or renewal of the time of payment of any
         Receivable, (x) compromise or settle any dispute, claim or legal
         proceeding with respect to any Receivable for less than the total
         unpaid balance thereof, (y) release, wholly or partially, any Person
         liable for the payment thereof or (z) allow any credit or discount
         thereon;

                           (v)      except as otherwise provided in this
         subsection, each Grantor shall continue to collect, or cause to be
         collected, all amounts due or to become due to such Grantor under the
         Receivables and any Supporting Obligation and diligently exercise each
         material right it may have under any Receivable, any Supporting
         Obligation or Collateral Support, as it deems appropriate or advisable
         in the exercise of its business judgment, in each case, at its own
         expense, and in connection with such collections and exercise, such
         Grantor shall take such action as such Grantor or, during the existence
         of an Event of

                                       14

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         Default, the Collateral Agent may reasonably deem necessary or
         advisable. Notwithstanding the foregoing, during the existence of an
         Event of Default, the Collateral Agent shall have the right at any time
         to notify, or require any Grantor to notify (and if so, such Grantor
         shall so notify), any Account Debtor of the Collateral Agent's security
         interest in the Receivables and any Supporting Obligation and, in
         addition, at any time following the occurrence and during the
         continuation of an Event of Default, the Collateral Agent may: (1)
         direct the Account Debtors under any Receivables to make payment of all
         amounts due or to become due to such Grantor thereunder directly to the
         Collateral Agent; (2) notify, or require any Grantor to notify, each
         Person maintaining a lockbox or similar arrangement to which Account
         Debtors under any Receivables have been directed to make payment to
         remit all amounts representing collections on checks and other payment
         items from time to time sent to or deposited in such lockbox or other
         arrangement directly to the Collateral Agent; and (3) enforce, at the
         expense of such Grantor, collection of any such Receivables and to
         adjust, settle or compromise the amount or payment thereof, in the same
         manner and to the same extent as such Grantor might have done;
         provided, the Collateral Agent shall not take any of the actions set
         forth in this sentence if and to the extent that such action is
         prohibited under any federal or state law. If the Collateral Agent
         notifies any Grantor that it has elected to collect the Receivables in
         accordance with the preceding sentence, any payments of Receivables
         received by such Grantor shall be forthwith (and in any event within
         two (2) Business Days) deposited by such Grantor in the exact form
         received, duly indorsed by such Grantor to the Collateral Agent if
         required, in a Collection Account maintained under the sole dominion
         and control of the Collateral Agent, and until so turned over, all
         amounts and proceeds (including checks and other instruments) received
         by such Grantor in respect of the Receivables, any Supporting
         Obligation or Collateral Support shall be received in trust for the
         benefit of the Collateral Agent hereunder and shall be segregated from
         other funds of such Grantor and such Grantor shall not adjust, settle
         or compromise the amount or payment of any Receivable, or release
         wholly or partly any Account Debtor or obligor thereof, or allow any
         credit or discount thereon; and

                           (vi)     it shall use its best efforts to keep in
         full force and effect any Supporting Obligation or Collateral Support
         relating to any Receivable.

                  (c)      Delivery and Control of Receivables. With respect to
any Receivables in excess of $100,000 individually or $1,000,000 in the
aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments,
each Grantor shall cause each originally executed copy thereof to be delivered
to the Collateral Agent (or its agent or designee) appropriately indorsed to the
Collateral Agent or indorsed in blank: (i) with respect to any such Receivables
in existence on the date hereof, on or prior to the date hereof and (ii) with
respect to any such Receivables hereafter arising, within ten (10) Business Days
after such Grantor acquires rights therein. With respect to any Receivables in
excess of $100,000 individually or $1,000,000 in the aggregate which would
constitute "electronic chattel paper" under Article 9 of the UCC, each Grantor
shall take all steps necessary to give the Collateral Agent control over such
Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect
to any such Receivables in existence on the date hereof, on or prior to the date
hereof and (ii) with respect to any such Receivables hereafter arising, within
ten (10) Business Days after such Grantor acquiring rights therein. Any
Receivable not otherwise required to be delivered or subjected to the control of
the Collateral Agent in accordance with this subsection (c) shall be delivered
or subjected to such control upon request of the Collateral Agent.

         4.4      INVESTMENT RELATED PROPERTY.

                  4.4.1    INVESTMENT RELATED PROPERTY GENERALLY.

                  (a)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party from
and after the date of this Agreement until the

                                       15

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

payment in full of all Secured Obligations, the cancellation or termination of
the Commitments and the cancellation or expiration of all Outstanding Letters of
Credit that:

                           (i)      in the event it acquires rights in any
         Investment Related Property which has not otherwise been deposited or
         credited to an Investment Account subject to the Collateral Agent's
         "control" (within the meanings of Sections 8-106, 9-106 or 9-104, as
         applicable, of the UCC) in accordance with Section 4.4.4(c) herein
         after the date hereof, it shall deliver to the Collateral Agent a
         completed Pledge Supplement, substantially in the form of Exhibit A
         attached hereto, together with all Supplements to Schedules necessary
         to notify the Collateral Agent of such acquisitions thereto, reflecting
         such new Investment Related Property and all other Investment Related
         Property. Notwithstanding the foregoing, it is understood and agreed
         that the security interest of the Collateral Agent shall attach to all
         Investment Related Property immediately upon any Grantor's acquisition
         of rights therein and shall not be affected by the failure of any
         Grantor to deliver a supplement to Schedule 4.4 as required hereby;

                           (ii)     except as provided in the next sentence, in
         the event such Grantor receives any dividends, interest or
         distributions on any Investment Related Property, or any securities or
         other property upon the merger, consolidation, liquidation or
         dissolution of any issuer of any Investment Related Property, then (a)
         such dividends, interest or distributions and securities or other
         property shall be included in the definition of Collateral without
         further action and (b) such Grantor shall take all commercially
         reasonable steps to ensure the validity, perfection, priority and, if
         applicable, control of the Collateral Agent over such Investment
         Related Property (including, without limitation, delivery thereof to
         the Collateral Agent). Notwithstanding the foregoing, so long as no
         Event of Default shall have occurred and be continuing, the Collateral
         Agent authorizes each Grantor to retain all ordinary cash dividends and
         distributions paid in the normal course of the business of the issuer
         and consistent with the past practice of the issuer and all payments of
         principal and interest; and

                           (iii)    each Grantor consents to the grant by each
         other Grantor of a Security Interest in all Investment Related Property
         to the Collateral Agent.

                  (b)      Delivery and Control.

                           (i)      Each Grantor agrees that (A) with respect to
         any Investment Related Property in which it currently has rights, it
         shall comply with the provisions of this 4.4.1(b) on or before the
         Closing Date or Credit Date and (B) with respect to any Investment
         Related Property hereafter acquired by such Grantor it shall comply
         with the provisions of this Section 4.4.1(b) immediately upon acquiring
         rights therein, in each case in form and substance reasonably
         satisfactory to the Collateral Agent. With respect to any Investment
         Related Property that is represented by a certificate or that is an
         "instrument" (other than any Investment Related Property credited to a
         Securities Account), it shall cause such certificate or instrument to
         be delivered to the Collateral Agent, indorsed in blank by an
         "effective indorsement" (as defined in Section 8-107 of the UCC),
         regardless of whether such certificate constitutes a "certificated
         security" for purposes of the UCC. With respect to any Investment
         Related Property that is an "uncertificated security" for purposes of
         the UCC (other than any "uncertificated securities" credited to a
         Securities Account), it shall cause the issuer of such uncertificated
         security to either (i) register the Collateral Agent as the registered
         owner thereof on the books and records of the issuer or (ii) execute an
         agreement substantially in the form of Exhibit B hereto, pursuant to
         which such issuer agrees to comply with the Collateral Agent's
         instructions with respect to such uncertificated security without
         further consent by such Grantor.

                                       16

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (c)      Voting and Distributions.

                           (i)      So long as no Event of Default shall have
         occurred and be continuing:

         (1)      except as otherwise provided under the covenants and
                  agreements relating to investment related property in this
                  Agreement or elsewhere herein or in the Credit Agreement, each
                  Grantor shall be entitled to exercise or refrain from
                  exercising any and all voting and other consensual rights
                  pertaining to the Investment Related Property or any part
                  thereof; provided, no Grantor shall exercise or refrain from
                  exercising any such right if the Collateral Agent shall have
                  notified such Grantor in writing that, in the Collateral
                  Agent's reasonable judgment, such action would have a Material
                  Adverse Effect; and

         (2)      the Collateral Agent shall promptly execute and deliver (or
                  cause to be executed and delivered) to each Grantor all
                  proxies, and other instruments as such Grantor may from time
                  to time reasonably request for the purpose of enabling such
                  Grantor to exercise the voting and other consensual rights
                  when and to the extent which it is entitled to exercise
                  pursuant to clause (1) above.

                           (ii)     Upon either delivery by any Grantor to
         Collateral Agent of written notice that an Event of Default has
         occurred and is continuing, or delivery by Collateral Agent or the
         Administrative Agent to Grantor of written notice that the Event of
         Default exists:

         (1)      all rights of each Grantor to exercise or refrain from
                  exercising the voting and other consensual rights which it
                  would otherwise be entitled to exercise pursuant hereto shall
                  cease and all such rights shall thereupon become vested in the
                  Collateral Agent who shall thereupon have the sole right to
                  exercise such voting and other consensual rights;

         (2)      in order to permit the Collateral Agent to exercise the voting
                  and other consensual rights which it may be entitled to
                  exercise pursuant hereto and to receive all dividends and
                  other distributions which it may be entitled to receive
                  hereunder: (1) each Grantor shall promptly execute and deliver
                  (or cause to be executed and delivered) to the Collateral
                  Agent all proxies, dividend payment orders and other
                  instruments as the Collateral Agent may from time to time
                  reasonably request and (2) each Grantor acknowledges that the
                  Collateral Agent may utilize the power of attorney set forth
                  in Section 6 for such purposes; and

         (3)      if the Event of Default is duly waived or otherwise ceases to
                  exist, then all such voting rights will automatically revert
                  to the appropriate Grantor and the Collateral Agent shall so
                  confirm in writing upon any Grantor's written request.

                  4.4.2    PLEDGED EQUITY INTERESTS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party, on
the Closing Date and on each Credit Date, that:

                           (i)      Schedule 4.4(A) (as such schedule may be
         amended or supplemented from time to time) sets forth under the
         headings "Pledged Stock, "Pledged LLC Interests," "Pledged Partnership
         Interests" and "Pledged Trust Interests," respectively, all of the
         Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and
         Pledged Trust Interests owned by any Grantor and such Pledged Equity
         Interests constitute the percentage of issued and outstanding

                                       17

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         shares of stock, percentage of membership interests, percentage of
         partnership interests or percentage of beneficial interest of the
         respective issuers thereof indicated on such Schedule;

                           (ii)     it is the record and beneficial owner of the
         Pledged Equity Interests free of all Liens, rights or claims of other
         Persons other than Permitted Liens, and there are no outstanding
         warrants, options or other rights to purchase, or shareholder, voting
         trust or similar agreements outstanding with respect to, or property
         that is convertible into, or that requires the issuance or sale of, any
         Pledged Equity Interests except as indicated on Schedule 4.4(A) (as
         such Schedule may be amended or supplemented from time to time);

                           (iii)    except as indicated on Schedule 4.1(F) and
         without limiting the generality of Section 4.1(a)(viii), no consent of
         any Person including any other general or limited partner, any other
         member of a limited liability company, any other shareholder or any
         other trust beneficiary is necessary or desirable, and has not been
         obtained, in connection with the creation, perfection or first priority
         status of the security interest of the Collateral Agent in any Pledged
         Equity Interests or the exercise by the Collateral Agent of the voting
         or other rights provided for in this Agreement or the exercise of
         remedies in respect thereof;

                           (iv)     none of the Pledged LLC Interests nor
         Pledged Partnership Interests are or represent interests in issuers
         that are: (a) registered as investment companies, (b) are dealt in or
         traded on securities exchanges or markets or (c) have opted to be
         treated as securities under the uniform commercial code of any
         jurisdiction;

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that:

                           (i)      without the prior written consent of the
         Collateral Agent, but subject to rights to merge, consolidate or
         dissolve any Grantor or any Subsidiary thereof, or to sell all or any
         part of the assets of any such Grantor or Subsidiary, as provided
         herein or in the Credit Agreement, it shall not vote to enable or take
         any other action to: (a) amend or terminate any partnership agreement,
         limited liability company agreement, certificate of incorporation,
         by-laws or other organizational documents in any way that materially
         and adversely changes the rights of such Grantor with respect to any
         Investment Related Property or adversely affects the validity,
         perfection or priority of the Collateral Agent's security interest, (b)
         permit any issuer of any Pledged Equity Interest to issue any
         additional stock, partnership interests, limited liability company
         interests or other equity interests of any nature other than to such
         Grantor or to issue securities convertible into or granting the right
         of purchase or exchange for any stock or other equity interest of any
         nature of such issuer, (c) other than as permitted under the Credit
         Agreement, permit any issuer of any Pledged Equity Interest to dispose
         of all or a material portion of their assets, (d) waive any default
         under or breach of any terms of organizational document relating to the
         issuer of any Pledged Equity Interest or the terms of any Pledged Debt
         except to the extent in such Grantor's business judgment, such
         enforcement is not in such Grantor's best interest, or (e) cause any
         issuer of any Pledged Partnership Interests or Pledged LLC Interests
         which are not securities (for purposes of the UCC) on the date hereof
         to elect or otherwise take any action to cause such Pledged Partnership
         Interests or Pledged LLC Interests to be treated as securities for
         purposes of the UCC; provided, however, notwithstanding the foregoing,
         if any issuer of any Pledged Partnership Interests or Pledged LLC
         Interests takes any such action in violation of the foregoing in this
         clause (e), such Grantor shall promptly notify the

                                       18

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         Collateral Agent in writing of any such election or action and, in such
         event, shall take all steps necessary or advisable to establish the
         Collateral Agent's "control" thereof;

                           (ii)     it shall comply with all of its obligations
         under any partnership agreement or limited liability company agreement
         relating to Pledged Partnership Interests or Pledged LLC Interests,
         other than obligations being contested in good faith or with respect to
         which Grantor believes in good faith that it has a set off claim and
         shall enforce all of its material rights with respect to any Investment
         Related Property except to the extent in Grantor's business judgment,
         such enforcement is not in Grantor's best interest; and

                           (iii)    each Grantor consents to the grant by each
         other Grantor of a security interest in all Investment Related Property
         to the Collateral Agent and, without limiting the foregoing, consents
         to the transfer of any Pledged Partnership Interest and any Pledged LLC
         Interest to the Collateral Agent or its nominee following an Event of
         Default and to the substitution of the Collateral Agent or its nominee
         as a partner in any partnership or as a member in any limited liability
         company with all the rights and powers related thereto.

                  4.4.3    PLEDGED DEBT

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party, on
the Closing Date and each Credit Date, that:

                           (i)      Schedule 4.4 (as such schedule may be
         amended or supplemented from time to time) sets forth under the heading
         "Pledged Debt" all of the Pledged Debt owned by any Grantor that is
         evidenced by an Instrument and, to the best of such Grantor's
         knowledge, all of such Pledged Debt has been duly authorized,
         authenticated or issued, and delivered and is the legal, valid and
         binding obligation of the issuers thereof and is not in default and
         constitutes all of the issued and outstanding inter-company
         Indebtedness evidenced by an instrument or certificated security of the
         respective issuers thereof owing to such Grantor.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees from and after the date of this Agreement until the payment
in full of all Secured Obligations, the cancellation or termination of the
Commitments and the cancellation or expiration of all Outstanding Letters of
Credit that:

                           (i)      it shall notify the Collateral Agent of any
         default under any Pledged Debt (after the passage of any applicable
         grace or cure period) that has caused, either in any individual case or
         in the aggregate, a Material Adverse Effect; and

                           (ii)     without the prior written consent of the
         Collateral Agent, it shall not agree to any amendment, restatement,
         supplement or other modification to, or waiver of the FC Promissory
         Note, the FC Asset Purchase Agreement or the FC Pledge and Security
         Agreement which would (a) reduce or forgive the principal amount of the
         FC Promissory Note (other than as a result of repayment at par), (b)
         change any dates upon which payments of principal or interest are due
         thereon, (c) make materially less strict any event of default (or
         amend, modify or supplement the definition thereof) or condition to an
         event of default with respect thereto, (d) change the redemption,
         prepayment or defeasance provisions thereof in a manner materially
         adverse to Lenders, (e) change the manner of payment (other than the
         account to which such payments are made), (f) materially decrease the
         obligations of purchaser with respect to the FC Asset Purchase
         Agreement or the obligor with respect to the FC Promissory Note or the
         grantor with respect to the FC Pledge and Security Agreement, (g)
         release all or any material portion of

                                       19

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         the Collateral Support for the FC Promissory Note granted under the FC
         Pledge and Security Agreement or (h) increase the maximum aggregate
         indemnification limits or alter the terms of indemnification specified
         in the FC Asset Purchase Agreement.

                  4.4.4    INVESTMENT ACCOUNTS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party, on
the Closing Date and each Credit Date, that:

                           (i)      Schedule 4.4 hereto (as such schedule may be
         amended or supplemented from time to time) sets forth under the
         headings "Securities Accounts" and "Commodities Accounts,"
         respectively, all of the Securities Accounts and Commodities Accounts
         in which each Grantor has an interest. Each Grantor is the sole
         entitlement holder of each Securities Account and Commodities Account
         opposite its name, and such Grantor has not consented to, and is not
         otherwise aware of, any Person (other than the Collateral Agent
         pursuant hereto) having "control" (within the meanings of Sections
         8-106 and 9-106 of the UCC) over, or any other interest in, any such
         Securities Account or Commodity Account or any securities or other
         property credited thereto;

                           (ii)     Schedules 4.4(A)(8)(a) and 4.4(A)(8)(b)
         hereto (as such schedules may be amended or supplemented from time to
         time) set forth under the headings "Deposit Accounts: Concentration
         Accounts" and "Deposit Accounts: Insurance Concentration Accounts" all
         of the Concentration Accounts and Insurance Concentration Accounts
         referred to in Schedule 4.29 and Section 5.5(e) of the Credit
         Agreement, respectively, and Schedule 4.4(A)(8)(c) hereto (as such
         schedule may be amended or supplemented from time to time) sets forth
         under the heading "Deposit Accounts: Collection Account," such other
         Deposit Accounts not listed in Schedule 4.4(A)(8)(a) or 4.4(A)(8)(b) in
         which each Grantor has an interest. Each Grantor is the sole account
         holder of each Deposit Account listed on Schedule 4.4(A)(8) opposite
         its name and such Grantor has not consented to, and is not otherwise
         aware of, any Person (other than the Collateral Agent pursuant hereto)
         having either sole dominion and control (within the meaning of common
         law) or "control" (within the meaning of Section 9-104 of the UCC)
         over, or any other interest in, any such Deposit Account or any money
         or other property deposited therein; and

                           (iii)    Except as otherwise in compliance with
         Section 5.17(g) of the Credit Agreement, each Grantor has taken all
         actions necessary, including those specified in Section 4.4.4(b) to:
         (a) establish the Collateral Agent's "control" (within the meanings of
         Sections 8-106 and 9-106 or 9-104, as applicable, of the UCC) over any
         portion of the Investment Related Property constituting Certificated
         Securities, Uncertificated Securities, Securities Accounts (other than
         Securities Accounts with outstanding fair market value or balance no
         greater than $100,000 in the aggregate at any time for all Grantors
         (the "De Minimis Securities Accounts")), Securities Entitlements (other
         than Securities Entitlements with outstanding fair market value no
         greater than $100,000 in the aggregate at any time for all Grantors
         with respect to which is credited to a De Minimis Securities Account
         (the "De Minimis Securities Entitlements")), Concentration Accounts,
         Insurance Concentration Accounts, Collection Accounts or Commodities
         Accounts; and (b) to deliver all Instruments evidencing Pledged Debt to
         the Collateral Agent.

                  (b)      Covenants and Agreement. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that:

                                       20

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                           (i)      it shall not close or terminate any
         Concentration Account, Insurance Concentration Account or Collection
         Account without the prior consent of the Collateral Agent and unless a
         successor or replacement account has been established with the consent
         of the Collateral Agent with respect to which successor or replacement
         account a control agreement has been entered into by the appropriate
         Grantor, Collateral Agent and securities intermediary or depository
         institution at which such successor or replacement account is to be
         maintained in accordance with the provisions of Section 4.4.4(c); and

                           (ii)     it shall transfer any and all funds or
         Securities Entitlements held in or credited to any De Minimis
         Securities Account with an outstanding fair market value or balance in
         excess of $50,000 in the aggregate for all Grantors to an Investment
         Account under the "control" of the Collateral Agent (within the meaning
         of 8-106 and 9-106 or 9-104, as applicable of the UCC) in accordance
         with the provisions of Section 4.4.4(c).

                  (c)      Delivery and Control

                           (i)      Each Grantor agrees that with respect to any
         Investment Related Property in which it currently has rights it shall
         comply with the provisions of this Section 4.4.4(c) on or before the
         Credit Date and with respect to any Investment Related Property
         hereafter acquired by such Grantor it shall comply with the provisions
         of this Section 4.4.4(c) immediately upon acquiring rights therein.
         With respect to any Investment Related Property consisting of
         Securities Accounts (other than De Minimis Securities Accounts),
         Securities Entitlements (other than De Minimis Securities
         Entitlements), Concentration Accounts, Insurance Concentration Accounts
         or Collection Accounts, except as otherwise in compliance with Section
         5.17(g) of the Credit Agreement, it shall cause the securities
         intermediary or depositary institution, as the case may be, maintaining
         such Securities Account, Securities Entitlement, Concentration
         Accounts, Government Receivables Concentration Accounts or Collection
         Accounts to enter into an agreement substantially in the form of
         Exhibit C hereto, or otherwise in form and substance reasonably
         satisfactory to the Collateral Agent, pursuant to which it shall agree
         to comply with the Collateral Agent's "entitlement orders" or
         "instructions", as the case may be, without further consent by such
         Grantor. Each Grantor shall have entered into such control agreement or
         agreements with respect to: (i) any Securities Accounts (other than De
         Minimis Securities Accounts), Securities Entitlements (other than De
         Minimis Securities Entitlements), Concentration Accounts, Insurance
         Concentration Accounts or Collection Accounts that exist on the Credit
         Date, as of or prior to the Credit Date, except as otherwise in
         compliance with Section 5.17(g) of the Credit Agreement and (ii) any
         Securities Accounts (other than De Minimis Securities Accounts),
         Securities Entitlements (other than De Minimis Securities
         Entitlements), Concentration Accounts, Insurance Concentration Accounts
         or Collection Accounts that are created or acquired after the Closing
         Date, as of or prior to the deposit or transfer of any such Securities
         Entitlements or funds, whether constituting moneys or investments, into
         such Securities Accounts, Concentration Accounts, Government
         Receivables Concentration Accounts or Collection Accounts.

         In addition to the foregoing, if any issuer of any Investment Related
         Property is located in a jurisdiction outside of the United States,
         each Grantor shall take such additional actions as reasonably requested
         by the Collateral Agent, including, without limitation, causing the
         issuer to register the pledge on its books and records or making such
         filings or recordings, in each case as may be necessary or advisable,
         under the laws of such issuer's jurisdiction to insure the validity,
         perfection and priority of the security interest of the Collateral
         Agent. Upon the occurrence of and during the continuation of an Event
         of Default, the Collateral Agent shall have the right,

                                       21

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         without notice to any Grantor, to transfer all or any portion of the
         Investment Related Property to its name or the name of its nominee or
         agent.

         4.5      MATERIAL CONTRACTS.

                  (a)      Covenants and Agreements. Each Grantor hereby
covenants and agrees from and after the date of this Agreement until the payment
in full of all Secured Obligations, the cancellation or termination of the
Commitments and the cancellation or expiration of all Outstanding Letters of
Credit that:

                           (i)      After the occurrence and during the
         continuance of an Event of Default, each Grantor shall deliver promptly
         to the Collateral Agent a copy of each material demand, notice or
         document received by it relating in any way to any Material Contract;

                           (ii)     each Grantor shall deliver promptly to the
         Collateral Agent, and in any event within ten (10) Business Days, after
         (1) any Material Contract of such Grantor is terminated or amended in a
         manner that is materially adverse to such Grantor or (2) any new
         Material Contract is entered into by such Grantor, a written statement
         describing such event, with copies of such material amendments or new
         contracts, delivered to the Collateral Agent (to the extent such
         delivery is permitted by the terms of any such Material Contract,
         provided, no prohibition on delivery shall be effective if it were
         bargained for by such Grantor with the intent of avoiding compliance
         with this Section 4.5(a)(ii)), and an explanation of any actions being
         taken with respect thereto;

                           (iii)    it shall perform in all material respects
         all of its obligations with respect to the Material Contracts as it
         deems appropriate or advisable in the exercise of its business
         judgment;

                           (iv)     it shall promptly and diligently exercise
         each material right (except the right of termination) it may have under
         any Material Contract, any Supporting Obligation or Collateral Support
         to the extent such Grantor determines in the exercise of its business
         judgment that such enforcement is in its best interests, in each case,
         at its own expense, and in connection with such collections and
         exercise, such Grantor shall take such action as such Grantor or the
         Collateral Agent may deem necessary or advisable;

                           (v)      it shall use its best efforts to keep in
         full force and effect any Supporting Obligation or Collateral Support
         relating to any Material Contract, in accordance with the terms of such
         Material Contract; and

                           (vi)     with respect to any Material Contract (other
         than any agreement, contract license to which any Governmental
         Authority is a counterparty) that prevents the assignment or granting
         of a security interest therein (either by its terms or by any federal
         or state statutory prohibition or otherwise) (any such agreement,
         contract or license, a "NON-ASSIGNABLE CONTRACT"), each Grantor shall,
         within thirty (30) days of the date hereof with respect to any
         Non-Assignable Contract in effect on the date hereof and within thirty
         (30) days after entering into any Non-Assignable Contract after the
         Closing Date, request in writing the consent of the counterparty or
         counterparties to the Non-Assignable Contract pursuant to the terms of
         such Non-Assignable Contract or applicable law to the assignment or
         granting of a security interest in such Non-Assignable Contract to the
         Collateral Agent and use its commercially reasonable best efforts to
         obtain such consent as soon as practicable thereafter.

                                       22

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         4.6      LETTER OF CREDIT RIGHTS. Representations and Warranties. Each
Grantor hereby represents and warrants to the Collateral Agent and each other
Secured Party, on the Closing Date and on each Credit Date, that:

                           (i)      all material letters of credit to which such
         Grantor has rights is listed on Schedule 4.6 (as such schedule may be
         amended or supplemented from time to time) hereto; and

                           (ii)     it has obtained the consent of each issuer
         of any material letter of credit to the assignment of the proceeds of
         the letter of credit to the Collateral Agent.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that with
respect to any material letter of credit hereafter arising it shall use its
commercially reasonable best efforts to obtain the consent of the issuer thereof
to the assignment of the proceeds of the letter of credit to the Collateral
Agent and shall deliver to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules necessary to notify the Collateral Agent of such
additional material letter of credit thereto; provided, however, that the
aggregate amount of Outstanding Letters of Credit with respect to which the
consent of the issuer has not been obtained shall not exceed $2,500,000 at any
time.

         4.7      INTELLECTUAL PROPERTY.

                  (a)      Representations and Warranties. Except as disclosed
in Schedule 4.7(H) (as such schedule may be amended or supplemented from time to
time), each Grantor hereby represents and warrants to the Collateral Agent and
each other Secured Party, on the Closing Date and on each Credit Date, that:

                           (i)      Schedule 4.7 (as such schedule may be
         amended or supplemented from time to time) sets forth a true and
         complete list of (i) all material United States, state and foreign
         registrations of and applications for Patents, Trademarks and
         Copyrights owned by each Grantor and (ii) all Patent Licenses,
         Trademark Licenses and Copyright Licenses material to the business of
         Grantors, taken as a whole;

                           (ii)     it is the sole and exclusive owner of the
         entire right, title, and interest in and to all Intellectual Property
         set forth on Schedule 4.7 (as such schedule may be amended or
         supplemented from time to time) and owns or has the valid right to use
         all other Intellectual Property used in or necessary to conduct its
         business, free and clear of all Liens, except for Permitted Liens and
         the agreements set forth on Schedule 4.7(B), (D), (F) and (G) (as each
         may be amended or supplemented from time to time);

                           (iii)    all Intellectual Property material to the
         business of Grantors, taken as a whole, is subsisting and has not been
         adjudged invalid or unenforceable, in whole or in part, and each
         Grantor has performed all acts and has paid all renewal, maintenance,
         and other fees and taxes required to maintain each and every
         registration and application of Intellectual Property in full force and
         effect;

                           (iv)     all Intellectual Property material to the
         business of Grantors, taken as a whole, is valid and enforceable; no
         holding, decision, or judgment has been rendered in any action or
         proceeding before any court or administrative authority challenging the
         validity of, such

                                       23

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         Grantor's right to register, or such Grantor's rights to own or use,
         any Intellectual Property and no such action or proceeding is pending
         or, to the best of such Grantor's knowledge, threatened;

                           (v)      all registrations and applications for
         Copyrights, Patents and Trademarks are standing in the name of each
         Grantor, and none of the Trademarks, Patents, Copyrights or Trade
         Secret Collateral has been licensed by any Grantor to any affiliate or
         third party that is not a Grantor hereunder, except as disclosed in
         Schedule 4.7(B), (D), (F), or (G) (as each may be amended or
         supplemented from time to time);

                           (vi)     each Grantor has been using appropriate
         statutory notice of registration in connection with its use of
         registered Trademarks, proper marking practices in connection with the
         use of Patents, and appropriate notice of copyright in connection with
         the publication of Copyrights material to the business of Grantors,
         taken as a whole;

                           (vii)    each Grantor uses commercially reasonably
         efforts to provide adequate standards of quality in the manufacture,
         distribution, and sale of all products sold and in the provision of all
         services rendered under or in connection with all Trademark Collateral
         and has taken all commercially reasonable action necessary to insure
         that all licensees of the Trademark Collateral owned by such Grantor
         use such adequate standards of quality;

                           (viii)   to each Grantor's knowledge, the conduct of
         such Grantor's business does not infringe upon any trademark, patent,
         copyright, trade secret or similar intellectual property right owned or
         controlled by a third party; no claim has been made that the use of any
         Intellectual Property owned or used by Grantor (or any of its
         respective licensees) violates the asserted rights of any third party;

                           (ix)     to the best of each Grantor's knowledge, no
         third party is infringing upon any Intellectual Property owned or used
         by such Grantor, or any of its respective licensees;

                           (x)      no settlement or consents, covenants not to
         sue, nonassertion assurances, or releases have been entered into by
         Grantor or to which Grantor is bound that adversely affect Grantor's
         rights to own or use any Intellectual Property; and

                           (xi)     except with regard to Permitted Liens, each
         Grantor has not made a previous assignment, sale, transfer or agreement
         constituting a present or future assignment, sale, transfer or
         agreement of any Intellectual Property that has not been terminated or
         released. There is no effective financing statement or other document
         or instrument now executed, or on file or recorded in any public
         office, granting a security interest in or otherwise encumbering any
         part of the Intellectual Property, other than in favor of the
         Collateral Agent.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that:

                           (i)      it shall not do any act or omit to do any
         act whereby any of the Intellectual Property which is material to the
         business of Grantors, taken as a whole, may lapse, or become abandoned,
         dedicated to the public, or unenforceable, or which would adversely
         affect the validity, grant, or enforceability of the security interest
         granted therein;

                                       24

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                           (ii)     it shall not, with respect to any Trademarks
         which are material to the business of Grantors, taken as a whole, cease
         the use of any of such Trademarks or fail to maintain the level of the
         quality of products sold and services rendered under any of such
         Trademark at a level at least substantially consistent with the quality
         of such products and services as of the date hereof, and each Grantor
         shall take all commercially reasonable steps necessary to insure that
         licensees of such Trademarks use such consistent standards of quality;

                           (iii)    it shall, within thirty (30) days of the
         creation or acquisition of any Copyrightable work which is material to
         the business of Grantors, taken as a whole, apply to register the
         Copyright in the United States Copyright Office in accordance with such
         Grantor's past practice;

                           (iv)     it shall promptly notify the Collateral
         Agent if it knows, has reason to know, or reasonably believes that any
         item of the Intellectual Property that is material to the business of
         any Grantor may become (a) abandoned or dedicated to the public or
         placed in the public domain, (b) invalid or unenforceable, or (c)
         subject to any adverse determination or development (including the
         institution of proceedings) in any action or proceeding in the United
         States Patent and Trademark Office, the United States Copyright Office,
         and state registry, any foreign counterpart of the foregoing, or any
         court;

                           (v)      it shall take all reasonable steps in the
         United States Patent and Trademark Office, the United States Copyright
         Office, any state registry or any foreign counterpart of the foregoing,
         to pursue any application and maintain any registration of each
         Trademark, Patent, and Copyright owned by any Grantor and material to
         the business of Grantors, taken as a whole, which is now or shall
         become included in the Intellectual Property (except for such works
         with respect to which such Grantor has determined in the exercise of
         its commercially reasonable judgment that it shall not seek
         registration) including, but not limited to, those items on Schedule
         4.7(A), (C) and (E) (as each may be amended or supplemented from time
         to time);

                           (vi)     in the event that any Intellectual Property
         owned by or exclusively licensed to any Grantor is infringed,
         misappropriated, or diluted by a third party, such Grantor shall
         promptly take all reasonable actions to stop such infringement,
         misappropriation, or dilution and protect its exclusive rights in such
         Intellectual Property including, but not limited to, the initiation of
         a suit for injunctive relief and to recover damages;

                           (vii)    it shall promptly (but in no event more than
         thirty (30) days after any Grantor obtains knowledge thereof) report to
         the Collateral Agent (i) the filing of any application to register any
         Intellectual Property with the United States Patent and Trademark
         Office, the United States Copyright Office, or any state registry or
         foreign counterpart of the foregoing (whether such application is filed
         by such Grantor or through any agent, employee, licensee, or designee
         thereof) and (ii) the registration of any Intellectual Property by any
         such office, in each case by executing and delivering to the Collateral
         Agent a completed Pledge Supplement, substantially in the form of
         Exhibit A attached hereto, together with all Supplements to Schedules
         thereto;

                           (viii)   it shall, promptly upon the reasonable
         request of the Collateral Agent, execute and deliver to the Collateral
         Agent any document (including, without limitation, a Grant of Trademark
         Security Interest in the form of Exhibit E hereto or a Grant of
         Copyright Security Interest in the form of Exhibit F hereto) required
         to acknowledge, confirm, register, record, or

                                       25

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         perfect the Collateral Agent's interest in any part of the Intellectual
         Property, whether now owned or hereafter acquired;

                           (ix)     except with the prior consent of the
         Collateral Agent or as permitted under the Credit Agreement, each
         Grantor shall not execute, and there will not be on file in any public
         office, any financing statement or other document or instruments,
         except financing statements or other documents or instruments filed or
         to be filed in favor of the Collateral Agent and each Grantor shall not
         sell, assign, transfer, license, grant any option, or create or suffer
         to exist any Lien upon or with respect to the Intellectual Property
         material to the business of Grantors, taken as a whole, except for
         Permitted Liens and the Lien created by and under this Security
         Agreement and the other Credit Documents;

                           (x)      it shall hereafter use commercially
         reasonable efforts so as not to permit the inclusion in any contract to
         which it hereafter becomes a party of any provision that could or might
         in any way materially impair or prevent the creation of a security
         interest in, or the assignment of, such Grantor's rights and interests
         in any property included within the definitions of any Intellectual
         Property that is material to the business of the Grantors, taken as a
         whole, acquired under such contracts;

                           (xi)     it shall take all steps reasonably necessary
         to protect the secrecy of all Trade Secrets that is material to the
         business of Grantors, taken as a whole, including, without limitation,
         restricting access to trade secret information and documents;

                           (xii)    it shall use proper statutory notice in
         connection with its use of any of the Intellectual Property; and

                           (xiii)   it shall continue to collect, at its own
         expense, all amounts due or to become due to such Grantor in respect of
         the Intellectual Property or any portion thereof. In connection with
         such collections, each Grantor may take (and during an Event of
         Default, at the Collateral Agent's reasonable direction, shall take)
         such action as such Grantor or, during an Event of Default, the
         Collateral Agent may deem reasonably necessary or advisable to enforce
         collection of such amounts. Notwithstanding the foregoing, the
         Collateral Agent shall have the right at any time during an Event of
         Default, to notify, or require any Grantor to notify, any obligors with
         respect to any such amounts of the existence of the security interest
         created hereby.

         4.8      COMMERCIAL TORT CLAIMS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party, on
the Closing Date and on each Credit Date, that Schedule 4.8 (as such schedule
may be amended or supplemented from time to time) sets forth all Commercial Tort
Claims of each Grantor in excess of $100,000 individually or $1,000,000 in the
aggregate; and

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees with the Collateral Agent and each other Secured Party that
from and after the date of this Agreement until the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all Outstanding Letters of Credit that with
respect to any Commercial Tort Claim in excess of $100,000 individually or
$1,000,000 in the aggregate hereafter arising it shall deliver to the Collateral
Agent a completed Pledge Supplement, substantially in the form of Exhibit A
attached hereto, together with all Supplements to Schedules thereto, identifying
such new Commercial Tort Claims.

                                       26

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL
           GRANTORS.

         5.1      ACCESS; RIGHT OF INSPECTION. Each Grantor will, and will cause
each of its Subsidiaries to, permit any authorized representatives designated by
the Collateral Agent to visit and inspect any of the properties of any Grantor
and any of its respective Subsidiaries, to inspect, copy and take extracts from
its and their financial and accounting records, and to discuss its and their
affairs, finances and accounts with its and their officers and independent
public accountants, all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested,
provided that all visits to and inspections shall be conducted in a manner
calculated to minimize any disruption to the Grantors' operations and consistent
with the confidentiality provision set forth in Section 10.17 of the Credit
Agreement. The provisions of this Section 5.1 shall be further subject to the
provisions of Section 5.6 of the Credit Agreement.

         5.2      FURTHER ASSURANCES. (a) Each Grantor agrees that from time to
time, at the expense of such Grantor, that it shall promptly execute and deliver
all further instruments and documents, and take all further action, that the
Collateral Agent may reasonably request, in order to create and/or maintain the
validity, perfection or priority of 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, each Grantor shall:

                           (i)      authorize the Collateral Agent to file such
         financing or continuation statements, or amendments thereto, and
         execute and deliver such other agreements, instruments, endorsements,
         powers of attorney or notices, as may be necessary or desirable, or as
         the Collateral Agent may reasonably request, in order to perfect and
         preserve the security interests granted or purported to be granted
         hereby;

                           (ii)     take all actions reasonably requested by the
         Collateral Agent as being necessary to ensure the recordation of
         appropriate evidence of the liens and security interest granted
         hereunder in the Intellectual Property with any intellectual property
         registry in which said Intellectual Property is registered or in which
         an application for registration is pending including, without
         limitation, the United States Patent and Trademark Office, the United
         States Copyright Office, the various Secretaries of State and the
         foreign counterparts on any of the foregoing;

                           (iii)    at any reasonable time, upon request by the
         Collateral Agent, exhibit the Collateral to and allow inspection of the
         Collateral by the Collateral Agent, or persons designated by the
         Collateral Agent subject to the provisions of Section 5.1 above; and

                           (iv)     at the Collateral Agent's request, appear in
         and defend any action or proceeding that may affect such Grantor's
         title to or the Collateral Agent's security interest in all or any part
         of the Collateral.

                  (b)      Each Grantor hereby authorizes the Collateral Agent
to file a Record or Records, including, without limitation, financing or
continuation statements, and amendments thereto, in any jurisdictions and with
any filing offices as the Collateral Agent may determine, in its sole
discretion, are necessary or advisable to perfect the security interest granted
to the Collateral Agent herein. Such financing statements may describe the
Collateral in the same manner as described herein or may contain an indication
or description of collateral that describes such property in any other manner as
the Collateral Agent may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the
Collateral granted to the Collateral Agent herein, including, without
limitation, describing such property as "all assets" or "all personal property,
whether now owned or hereafter

                                       27

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

acquired." Each Grantor shall furnish to the Collateral Agent from time to time
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.

                  (c)      Each Grantor hereby authorizes the Collateral Agent
to modify this Agreement after obtaining such Grantor's approval of or signature
to such modification by amending Schedule 4.7 (as such schedule may be amended
or supplemented from time to time) to include reference to any right, title or
interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Grantor after the execution hereof or to delete any
reference to any right, title or interest in any Intellectual Property in which
any Grantor no longer has or claims any right, title or interest.

         5.3      ADDITIONAL GRANTORS. From time to time subsequent to the date
hereof, additional Persons shall, in accordance with the Credit Agreement,
become parties hereto as additional Grantors (each, an "ADDITIONAL GRANTOR"), by
executing a Counterpart Agreement. Upon delivery of any such Counterpart
Agreement to the Collateral Agent, notice of which is hereby waived by Grantors,
each Additional Grantor shall be a Grantor. Each Grantor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Grantor hereunder, nor by any election of
Collateral Agent not to cause any Subsidiary of Company to become an Additional
Grantor hereunder. This Agreement shall be fully effective as to any Grantor
that is or becomes a party hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Grantor hereunder.

SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

         6.1      POWER OF ATTORNEY.Each Grantor hereby irrevocably appoints the
Collateral Agent as such Grantor's attorney-in-fact, with full authority in the
place and stead of such Grantor and in the name of such Grantor, the Collateral
Agent or otherwise, from time to time in the Collateral Agent's discretion to
take any action and to execute any instrument that the Collateral Agent may deem
reasonably necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, the following:

                  (a)      upon the occurrence and during the continuance of any
Event of Default, in consultation with the applicable Grantor(s) in order to
ensure the validity, perfection and priority of the Collateral Agent and any
other rights of the Collateral Agent over the Collateral, to obtain and adjust
insurance relating to the Collateral required to be maintained by such Grantor
or paid to the Collateral Agent pursuant to the Credit Agreement, and not so
maintained or paid;

                  (b)      upon the occurrence and during the continuance of any
Event of Default, to ask for, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;

                  (c)      upon the occurrence and during the continuance of any
Event of Default, to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clause (b) above;

                  (d)      upon the occurrence and during the continuance of any
Event of Default, to file any claims or take any action or institute any
proceedings that 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;

                                       28

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (e)      to prepare and file any UCC financing statements
relating to the Collateral against such Grantor as debtor;

                  (f)      to prepare, sign, and file for recordation in any
intellectual property registry, appropriate evidence of the lien and security
interest granted herein in the Intellectual Property in the name of such Grantor
as assignor;

                  (g)      to take or cause to be taken all actions necessary to
perform or comply or cause performance or compliance with the terms of this
Agreement, including, without limitation, access to pay or discharge taxes or
Liens (other than Permitted Liens) levied or placed upon or threatened against
the Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Collateral Agent in its sole
discretion, any such payments made by the Collateral Agent to become obligations
of such Grantor to the Collateral Agent, due and payable immediately without
demand; and

                  (h)      subject to any Requirement of Law, generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though the Collateral Agent were
the absolute owner thereof for all purposes, and to do, at the Collateral
Agent's option and such Grantor's expense, at any time or from time to time,
upon three (3) Business Days notice to such Grantor, all acts and things that
the Collateral Agent deems reasonably necessary to protect, preserve or realize
upon the Collateral and the Collateral Agent's security interest therein in
order to effect the intent of this Agreement, all as fully and effectively as
such Grantor might do.

         6.2      NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED PARTIES.The
powers conferred on the Collateral Agent hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty
upon the Collateral Agent or any Secured Party to exercise any such powers. The
Collateral Agent and the Secured Parties shall be accountable only for amounts
that they actually receive or direct as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall
be responsible to any Grantor for any act or failure to act hereunder, except
for their own gross negligence or willful misconduct.

         6.3      RATIFICATION. Each Grantor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof. All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released. SECTION 7. REMEDIES.

         7.1      GENERALLY.

                  (a)      If any Event of Default shall have occurred and be
continuing, the Collateral Agent may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it at law or in equity, all the rights and remedies of a secured
party on default under the UCC (whether or not the UCC applies to the affected
Collateral) to collect, enforce or satisfy any Secured Obligations then owing,
whether by acceleration or otherwise, and also may pursue any of the following
separately, successively or simultaneously:

                           (i)      require any Grantor to, and each Grantor
         hereby agrees that it shall at its expense and promptly 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
         that is reasonably convenient to both parties;

                                       29

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                           (ii)     enter onto the property where any Collateral
         is located and take possession thereof with or without judicial
         process, subject to any Requirement of Law;

                           (iii)    prior to the disposition of the Collateral,
         store, process, repair or recondition the Collateral or otherwise
         prepare the Collateral for disposition in any manner to the extent the
         Collateral Agent deems appropriate; and

                           (iv)     without notice except as specified below or
         under the UCC, sell, assign, lease, license (on an exclusive or
         nonexclusive basis) or otherwise dispose of 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, at such time or times and at such price or prices and
         upon such other terms as the Collateral Agent may deem commercially
         reasonable.

                  (b)      The Collateral Agent or any Secured Party may be the
purchaser of any or all of the Collateral at any public or private (to the
extent any portion of the Collateral being privately sold is of a kind that is
customarily sold on a recognized market or the subject of widely distributed
standard price quotations) sale in accordance with the UCC and the Collateral
Agent, as agent for and representative of the Secured Parties, shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days 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. Each Grantor agrees that it would not be commercially unreasonable
for the Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets. Each Grantor hereby waives any
claims against the Collateral Agent arising by reason of the fact that the price
at which any Collateral may have been sold at such a private sale was less than
the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such
Collateral to more than one offeree. If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be liable for the deficiency and the reasonable and
documented fees of any attorneys employed by the Collateral Agent to collect
such deficiency. Each Grantor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no default has occurred giving rise to the Secured Obligations
becoming due and payable prior to their stated maturities. Nothing in this
Section shall in any way alter the rights of the Collateral Agent hereunder.

                  (c)      The Collateral Agent may sell the Collateral without
giving any warranties as to the Collateral. The Collateral Agent may
specifically disclaim or modify any warranties of title or the

                                       30

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

like. This procedure will not be considered to adversely effect the commercial
reasonableness of any sale of the Collateral.

                  (d)      If the Collateral Agent sells any of the Collateral
on credit, the Secured Obligations will be credited only with payments actually
made by the purchaser and received by the Collateral Agent and applied to the
indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, the Collateral Agent may resell the Collateral.

                  (e)      The Collateral Agent shall have no obligation to
marshal any of the Collateral.

         7.2      APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Agreement, all proceeds received by the Collateral Agent in
respect of any sale, any collection from, or other realization upon all or any
part of the Collateral shall be applied in full or in part by the Collateral
Agent against, the Secured Obligations in the order of priority set forth in
Section 9.10 of the Credit Agreement.

         7.3      INVESTMENT RELATED PROPERTY.

                  (a)      Each Grantor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws, the Collateral Agent may be compelled, with respect to any sale of all or
any part of the Investment Related Property conducted without prior registration
or qualification of such Investment Related Property under the Securities Act
and/or such state securities laws, to limit purchasers to those who will agree,
among other things, to acquire the Investment Related Property for their own
account, for investment and not with a view to the distribution or resale
thereof. Each Grantor acknowledges that any such private sale may be at prices
and on terms less favorable than those obtainable through a public sale without
such restrictions (including a public offering made pursuant to a registration
statement under the Securities Act) and, notwithstanding such circumstances,
each Grantor agrees that any such private sale shall be deemed to have been made
in a commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Investment Related Property for the period of time necessary to permit the
issuer thereof to register it for a form of public sale requiring registration
under the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it. If the Collateral Agent
determines to exercise its right to sell any or all of the Investment Related
Property, upon written request, each Grantor shall and shall cause each issuer
of any Pledged Stock to be sold hereunder, each partnership and each limited
liability company from time to time to furnish to the Collateral Agent all such
information as the Collateral Agent may request in order to determine the number
and nature of interest, shares or other instruments included in the Investment
Related Property which may be sold by the Collateral Agent in exempt
transactions under the Securities Act and the rules and regulations of the
Securities and Exchange Commission thereunder, as the same are from time to time
in effect.

                  (b)      Upon the occurrence and during the continuation of an
Event of Default, the Collateral Agent shall have the right to apply the balance
from any Deposit Account or instruct the bank at which any Deposit Account is
maintained to pay the balance of any Deposit Account to or for the benefit of
the Collateral Agent.

         7.4      INTELLECTUAL PROPERTY.

                  (a)      Anything contained herein to the contrary
notwithstanding, except as otherwise set forth in Section 2.2, upon the
occurrence and during the continuation of an Event of Default:

                                       31

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                           (i)      the Collateral Agent shall have the right
         (but not the obligation) to bring suit or otherwise commence any action
         or proceeding in the name of any Grantor, the Collateral Agent or
         otherwise, in the Collateral Agent's sole discretion, to enforce any
         Intellectual Property, in which event such Grantor shall, at the
         request of the Collateral Agent, do any and all lawful acts and execute
         any and all documents required by the Collateral Agent in aid of such
         enforcement and such Grantor shall promptly, upon demand, reimburse and
         indemnify the Collateral Agent as provided in Section 10 hereof in
         connection with the exercise of its rights under this Section, and, to
         the extent that the Collateral Agent shall elect not to bring suit to
         enforce any Intellectual Property as provided in this Section, each
         Grantor agrees to use all reasonable measures, whether by action, suit,
         proceeding or otherwise, to prevent the infringement of any of the
         Intellectual Property by others and for that purpose agrees to
         diligently maintain any action, suit or proceeding against any Person
         so infringing as shall be reasonably necessary to prevent such
         infringement;

                           (ii)     if the Secured Obligations shall have become
         immediately due and payable, upon written demand from the Collateral
         Agent, each Grantor shall grant, assign, convey or otherwise transfer
         to the Collateral Agent an absolute assignment of all of such Grantor's
         right, title and interest in and to the Intellectual Property and shall
         execute and deliver to the Collateral Agent such documents as are
         necessary or appropriate to carry out the intent and purposes of this
         Agreement subject to the limitation set forth in Section 2.2 herein;

                           (iii)    each Grantor agrees that such an assignment
         and/or recording shall be applied to reduce the Secured Obligations
         outstanding only to the extent that the Collateral Agent (or any
         Secured Party) receives cash proceeds in respect of the sale of, or
         other realization upon, the Intellectual Property; and

                           (iv)     the Collateral Agent shall have the right to
         notify, or require each Grantor to notify, any obligors with respect to
         amounts due or to become due to such Grantor in respect of the
         Intellectual Property, of the existence of the security interest
         created herein, to direct such obligors to make payment of all such
         amounts directly to the Collateral Agent, and, upon such notification
         and at the expense of such Grantor, to enforce collection of any such
         amounts and to adjust, settle or compromise the amount or payment
         thereof, in the same manner and to the same extent as such Grantor
         might have done;

         (1)      all amounts and proceeds (including checks and other
                  instruments) received by Grantor in respect of amounts due to
                  such Grantor in respect of the Collateral or any portion
                  thereof shall be received in trust for the benefit of the
                  Collateral Agent hereunder, shall be segregated from other
                  funds of such Grantor and shall be forthwith paid over or
                  delivered to the Collateral Agent in the same form as so
                  received (with any necessary endorsement) to be held as cash
                  Collateral and applied as provided by Section 7.2 hereof; and

         (2)      Grantor shall not adjust, settle or compromise the amount or
                  payment of any such amount or release wholly or partly any
                  obligor with respect thereto or allow any credit or discount
                  thereon without the prior written consent of the Collateral
                  Agent, which consent shall not be unreasonably withheld.

                  (b)      If (i) an Event of Default shall have occurred and,
by reason of cure, waiver, modification, amendment or otherwise, no longer be
continuing, (ii) no other Event of Default shall have occurred and be
continuing, (iii) an assignment or other transfer to the Collateral Agent of any
rights, title and interests in and to the Intellectual Property shall have been
previously made and shall have become absolute and effective, and (iv) the
Secured Obligations shall not have become immediately due and

                                       32

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

payable or the acceleration of any Secured Obligations shall have been duly
rescinded, then, upon the written request of any Grantor, the Collateral Agent
shall promptly execute and deliver to such Grantor, at such Grantor's sole cost
and expense, such assignments or other transfer as may be necessary to reassign
to such Grantor any such rights, title and interests as may have been assigned
to the Collateral Agent as aforesaid, subject to any disposition thereof that
may have been made by the Collateral Agent; provided, after giving effect to
such reassignment, the Collateral Agent's security interest granted pursuant
hereto, as well as all other rights and remedies of the Collateral Agent granted
hereunder, shall continue to be in full force and effect; and provided further,
the rights, title and interests so reassigned shall be free and clear of any
Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

                  (c)      Solely for the purpose of enabling the Collateral
Agent to exercise rights and remedies under this Section 7 and at such time as
the Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent, to the extent it
has the right to do so, an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to such Grantor), subject, in
the case of Trademarks, to sufficient rights to quality control and inspection
in favor of such Grantor to avoid the risk of invalidation of said Trademarks,
to use, operate under, license, or sublicense any Intellectual Property now
owned or hereafter acquired by such Grantor, and wherever the same may be
located.

         7.5      CASH PROCEEDS. If an Event of Default shall have occurred and
be continuing, all proceeds of any Collateral received by any Grantor consisting
of cash, checks and other near-cash items (collectively, "Cash Proceeds") shall
be held by such Grantor in trust for the Collateral Agent, segregated from other
funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless
otherwise provided pursuant to Section 4.4(a)(ii) above or Section 2.14(a) of
the Credit Agreement, be turned over to the Collateral Agent in the exact form
received by such Grantor (duly indorsed by such Grantor to the Collateral Agent,
if required) and held by the Collateral Agent for the ratable benefit of the
Secured Parties, as collateral security for the Secured Obligations (whether
matured or unmatured).

SECTION 8. COLLATERAL AGENT.

         The Collateral Agent has been appointed to act as Collateral Agent by
the Lenders under the Credit Agreement and by their acceptance of the benefits
hereof, by the other Secured Parties. The Collateral Agent shall be obligated,
and shall have the right hereunder, to make demands, to give notices, to
exercise or refrain from exercising any rights, to grant or refuses to grant any
consent and to take or refrain from taking any action (including, without
limitation, the release or substitution of Collateral), solely in accordance
with the provisions of this Agreement and the Credit Agreement; provided, the
Collateral Agent shall, after payment in full of all Obligations under the
Credit Agreement and the other Credit Documents, exercise, or refrain from
exercising, any remedies provided for herein in accordance with the instructions
of the holders of a majority of the aggregate notional amount (or, with respect
to any Hedge Agreement that has been terminated in accordance with its terms,
the amount then due and payable (exclusive of expenses and similar payments but
including any early termination payments then due) under such Hedge Agreement)
under all Hedge Agreements. In furtherance of the foregoing provisions of this
Section, each Secured Party, by its acceptance of the benefits hereof, agrees
that it shall have no right individually to realize upon any of the Collateral
hereunder, it being understood and agreed by such Secured Party that all rights
and remedies hereunder may be exercised solely by the Collateral Agent for the
benefit of all Secured Parties in accordance with the terms of this Section. The
Collateral Agent may resign or be removed and a successor Collateral Agent may
be appointed, all in accordance with Section 9.7 of the Credit Agreement.

SECTION 9. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

                                       33

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         This Agreement shall create a continuing security interest in the
Collateral and shall remain in full force and effect until the payment in full
of all Secured Obligations, the cancellation or termination of the Commitments
and the cancellation or expiration of all Outstanding Letters of Credit, be
binding upon each Grantor, its successors and assigns, and inure, together with
the rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent and its successors, transferees and assigns, for the benefit
and on behalf of the Secured Parties. Without limiting the generality of the
foregoing, any Secured Party may assign or otherwise transfer any Secured
Obligations held by it to any other Person subject to and in compliance with the
terms of the Credit Agreement, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to the Secured Parties
herein or otherwise. Upon the payment in full of all Secured Obligations, the
cancellation or termination of the Commitments and the cancellation or
expiration of all Outstanding Letters of Credit, the security interest and Liens
granted hereby shall terminate hereunder and of record and all rights to the
Collateral shall revert to Grantors. Upon any such termination the Collateral
Agent shall, at Grantors' expense, execute and deliver to Grantors such
documents as Grantors shall reasonably request to evidence such termination.

SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

         The powers conferred on the Collateral Agent hereunder are solely to
protect its interest, for the benefit and on behalf of the Secured Parties, in
the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the exercise of reasonable care in the custody 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 as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property.
Neither the Collateral Agent nor any of its directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon all or any
part of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or otherwise. 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 each Grantor under Section 10.2 of the
Credit Agreement.

SECTION 11. MISCELLANEOUS.

         Any notice required or permitted to be given under this Agreement shall
be given in accordance with Section 10.1 of the Credit Agreement. No failure or
delay on the part of the Collateral Agent in the exercise of any power, right or
privilege hereunder or under any other Credit Document shall impair such power,
right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power,
right or privilege. All rights and remedies existing under this Agreement and
the other Credit Documents are cumulative to, and not exclusive of, any rights
or remedies otherwise available. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists. This Agreement shall be binding upon and
inure to the benefit of the Collateral Agent and Grantors and their respective
successors

                                       34

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

and assigns. No Grantor shall assign any right, duty or obligation hereunder
except as otherwise permitted under and in accordance with the Credit Agreement,
and any such assignment shall be null and void. This Agreement and the other
Credit Documents embody the entire agreement and understanding between Grantors
and the Collateral Agent and supersede all prior agreements and understandings
between such parties relating to the subject matter hereof and thereof.
Accordingly, the Credit Documents may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties. This Agreement may be executed in
one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS
CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 2708 OF TITLE 6 OF THE DELAWARE
CODE).

                                       35

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  IN WITNESS WHEREOF, each Grantor and the Collateral Agent have
caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.

GRANTORS:                      MARINER HEALTH CARE, INC.

                               By: _____________________________________________
                                      Name:  Boyd P. Gentry
                                      Title: Senior Vice President and Treasurer

                                  MARINER HEALTH CENTRAL, INC.

                               By: _____________________________________________
                                      Name:  Boyd P. Gentry
                                      Title: President and Treasurer

                               EACH OTHER GRANTOR LISTED ON
                               SCHEDULE A HERETO

                               By: _____________________________________________
                                      Name:  Boyd P. Gentry
                                      Title: Vice President and Treasurer

                                       36

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

COLLATERAL AGENT:              CANADIAN IMPERIAL BANK OF COMMERCE,
                               as the Collateral Agent

                               By: _____________________________________________
                                      Name:
                                      Title:

                                       37

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION
<PAGE>

                                                                      SCHEDULE A

                                LIST OF GRANTORS

AMERICAN MEDICAL INSURANCE BILLING SERVICES, INC.
AMERRA PROPERTIES, INC.
APS PHARMACY MANAGEMENT, INC.
BEECHWOOD HERITAGE RETIREMENT COMMUNITY, INC.
BRIAN CENTER NURSING CARE/AUSTELL, INC.
BRIDE BROOK NURSING & REHABILITATION CENTER, INC.
COMPASS PHARMACY SERVICES OF TEXAS, INC.
CORNERSTONE HEALTH MANAGEMENT COMPANY
DEVCON HOLDING COMPANY
EH ACQUISITION CORP. III
GCI HEALTH CARE CENTERS, INC.
GCI REHAB, INC.
GCI-WISCONSIN PROPERTIES, INC.
GRANCARE HOME HEALTH SERVICES, INC.
GRANCARE OF MICHIGAN, INC.
GRANCARE SOUTH CAROLINA, INC.
GRANCARE, LLC
HERITAGE OF LOUISIANA, INC.
IHS REHAB PARTNERSHIP, LTD.
LCR, INC.
LIVING CENTERS-EAST, INC.
LIVING CENTERS LTCP DEVELOPMENT COMPANY
LIVING CENTERS OF TEXAS, INC.
LIVING CENTERS-ROCKY MOUNTAIN, INC.
LIVING CENTERS-SOUTHEAST, INC.
LONG RIDGE NURSING AND REHABILITATION CENTER, INC.
LONGWOOD REHABILITATION CENTER, INC.
MARINER HEALTH AT BONIFAY, INC.
MARINER HEALTH CARE MANAGEMENT COMPANY
MARINER HEALTH MASSACHUSETTS SHELF CORPORATION
MARINER HEALTH CARE OF ATLANTIC SHORES, INC.
MARINER HEALTH CARE OF DELAND, INC.
MARINER HEALTH CARE OF GREATER LAUREL, INC.
MARINER HEALTH CARE OF INVERNESS, INC.
MARINER HEALTH CARE OF LAKE WORTH, INC.
MARINER HEALTH CARE OF MACCLENNY, INC.
MARINER HEALTH CARE OF METROWEST, INC.
MARINER HEALTH CARE OF NASHVILLE, INC.
MARINER HEALTH CARE OF NORTH HILLS, INC.
MARINER HEALTH CARE OF ORANGE CITY, INC.
MARINER HEALTH CARE OF PALM CITY, INC.
MARINER HEALTH CARE OF PINELLAS POINT, INC.
MARINER HEALTH CARE OF PORT ORANGE, INC.
MARINER HEALTH CARE OF SOUTHERN CONNECTICUT, INC.
MARINER HEALTH CARE OF TOLEDO, INC.

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

MARINER HEALTH CARE OF TUSKAWILLA, INC.
MARINER HEALTH CARE OF WEST HILLS, INC.
MARINER HEALTH CENTRAL, INC.
MARINER HEALTH OF FLORIDA, INC.
MARINER HEALTH OF JACKSONVILLE, INC.
MARINER HEALTH OF MARYLAND, INC.
MARINER HEALTH OF ORLANDO, INC.
MARINER HEALTH OF PALMETTO, INC.
MARINER HEALTH OF TAMPA, INC.
MARINER HEALTH PROPERTIES IV, LTD.
MARINER MEDICAL SUPPLY, INC. (F/K/A AMERICAN PHARMACEUTICAL SERVICES, INC.)
MARINERSELECT STAFFING SOLUTIONS, INC.
MEDREHAB OF LOUISIANA, INC.
MERRIMACK VALLEY NURSING & REHABILITATION CENTER, INC.
METHUEN NURSING & REHABILITATION CENTER, INC.
MHC CONSOLIDATING CORPORATION
MHC FLORIDA HOLDING COMPANY
MHC GULF COAST HOLDING COMPANY
MHC HOLDING COMPANY
MHC MIDAMERICA HOLDING COMPANY
MHC MIDATLANTIC HOLDING COMPANY
MHC NORTHEAST HOLDING COMPANY
MHC RECRUITING COMPANY
MHC REHAB CORP.
MHC ROCKY MOUNTAIN HOLDING COMPANY
MHC TEXAS HOLDING COMPANY, LLC
MHC WEST HOLDING COMPANY
MHC/CSI FLORIDA, INC.
MHC/LCA FLORIDA, INC.
MYSTIC NURSING & REHABILITATION CENTER, INC.
NAN-DAN CORP.
NATIONAL HEALTH STRATEGIES, INC.
NATIONAL HERITAGE REALTY, INC.
MHC ILLINOIS, INC.
PHCMI HOLDING COMPANY, LLC
PENDLETON NURSING & REHABILITATION CENTER, INC.
PINNACLE CARE CORPORATION OF HUNTINGTON
PINNACLE CARE CORPORATION OF NASHVILLE
PINNACLE CARE CORPORATION OF WILMINGTON
PRISM CARE CENTERS, INC.
PRISM HEALTH GROUP, INC.
PRISM HOME CARE, INC.
PRISM HOME CARE COMPANY, INC.
PRISM HOME HEALTH SERVICES, INC.
PRISM HOSPITAL VENTURES, INC.
PRISM REHAB SYSTEMS, INC.
PROFESSIONAL RX SYSTEMS, INC.
REHABILITY HEALTH SERVICES, INC.
RENAISSANCE MENTAL HEALTH CENTER, INC.
SASSAQUIN NURSING & REHABILITATION CENTER, INC.

                                       2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

SEVENTEENTH STREET ASSOCIATES LIMITED PARTNERSHIP
SUMMIT MEDICAL HOLDINGS, LTD.
SUMMIT HOSPITAL OF SOUTHEAST ARIZONA, INC.
SUMMIT HOSPITAL OF SOUTHWEST LOUISIANA, INC.
SUMMIT INSTITUTE FOR PULMONARY MEDICINE AND REHABILITATION, INC.
SUMMIT INSTITUTE OF AUSTIN, INC.
SUMMIT MEDICAL MANAGEMENT, INC.
TAMPA MEDICAL ASSOCIATES, INC.
TRI-STATE HEALTH CARE, INC.

                                       3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 1.1

                          EXCLUDED SUBSIDIARY INTERESTS

Name of Entity

                                 SCHEDULE 4.1-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.1
                                                TO PLEDGE AND SECURITY AGREEMENT

                               GENERAL INFORMATION

(A)      Full Legal Name, Type of Organization, Jurisdiction of Organization,
         Chief Executive Office/Sole Place of Business (or Residence if Grantor
         is a Natural Person) and Organizational Identification Number of each
         Grantor:

<TABLE>
<CAPTION>
                                                    Chief Executive
                                                  Office/Sole Place of
                                                      Business (or
Full Legal        Type of      Jurisdiction of     Residence if Grantor
   Name        Organization      Organization      is a Natural Person)        Organization I.D.#
----------     ------------    ---------------    ---------------------        ------------------
<S>            <C>             <C>                <C>                          <C>
</TABLE>

(B)      Other Names (including any Trade-Name or Fictitious Business Name)
         under which each Grantor has conducted business for the past five (5)
         years:

<TABLE>
<CAPTION>
Name of Grantor                Description of Agreement
---------------                ------------------------
<S>                            <C>
</TABLE>

(C)      Changes in Name, Jurisdiction of Organization, Chief Executive Office
         or Sole Place of Business (or Principal Residence if Grantor is a
         Natural Person) and Corporate Structure within past five (5) years:

<TABLE>
<CAPTION>
Full Legal Name                Trade Name or Fictitious Business Name
---------------                --------------------------------------
<S>                            <C>
</TABLE>

(D)      Agreements pursuant to which any Grantor is found as debtor within past
         five (5) years:

<TABLE>
<CAPTION>
Name of Grantor                Date of Change        Description of Change
---------------                --------------        ---------------------
<S>                            <C>                   <C>
</TABLE>

(E)      Initial Financing Statements:

<TABLE>
<CAPTION>
Name of Grantor                Filing Jurisdiction(s)
---------------
<S>                            <C>
</TABLE>

                                 SCHEDULE 4.1-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

(F)      Consents:

(G)      Existing Financing Statements:

                                 SCHEDULE 4.7-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.2
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
Name of Grantor            Location of Equipment and Inventory
---------------            -----------------------------------
<S>                        <C>
</TABLE>

                                 SCHEDULE 4.2-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.4
                                                TO PLEDGE AND SECURITY AGREEMENT

                           INVESTMENT RELATED PROPERTY

(A)(1)   Pledged Stock:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                                      % OF
                                                            STOCK                   NO. OF         OUTSTANDING
            STOCK         CLASS OF    CERTIFICATED       CERTIFICATE.     PAR      PLEDGED         STOCK OF THE
GRANTOR     ISSUER         STOCK         (Y/N)                NO         VALUE      STOCK          STOCK ISSUER
---------------------------------------------------------------------------------------------------------------
<S>         <C>           <C>         <C>                <C>             <C>       <C>             <C>
---------------------------------------------------------------------------------------------------------------
</TABLE>

(2)      Pledged LLC Interests:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                                        % OF
                                                                                                     OUTSTANDING
                                                                                                    LLC INTERESTS
            LIMITED                                                                                 OF THE LIMITED
           LIABILITY            CERTIFICATED           CERTIFICATE         NO. OF PLEDGED             LIABILITY
GRANTOR     COMPANY                (Y/N)               NO. (IF ANY)            UNITS                   COMPANY
---------------------------------------------------------------------------------------------------------------
<S>        <C>                  <C>                    <C>                 <C>                      <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

(3)      Pledged Partnership Interests:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                  TYPE OF                                                           % OF
                                PARTNERSHIP                                                      OUTSTANDING
                               INTERESTS (E.G.,                                                   PARTNERSHIP
                                 GENERAL OR            CERTIFICATED      CERTIFICATE NO.       INTERESTS OF THE
GRANTOR      PARTNERSHIP          LIMITED)                (Y/N)            (IF ANY)              PARTNERSHIP
---------------------------------------------------------------------------------------------------------------
<S>          <C>               <C>                     <C>               <C>                   <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

(4)      Pledged Trust Interests:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                CLASS                                                       % OF OUTSTANDING
                               OF TRUST          CERTIFICATED     CERTIFICATE NO.        TRUST INTERESTS OF THE
GRANTOR         TRUST          INTERESTS            (Y/N)            (IF ANY)                      TRUST
---------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>               <C>              <C>                    <C>
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                  EXHIBIT 4.4-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

(5)      Pledged Debt:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                           ORIGINAL PRINCIPAL         OUTSTANDING
GRANTOR        ISSUER            AMOUNT            PRINCIPAL BALANCE         ISSUE DATE           MATURITY DATE
---------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>                     <C>                       <C>                  <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

(6)      Securities Account:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                        SHARE OF SECURITIES
GRANTOR                     INTERMEDIARY                ACCOUNT NUMBER                             ACCOUNT NAME
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>                                        <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

(7)      Commodities Accounts:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                            NAME OF
                          COMMODITIES
GRANTOR                   INTERMEDIARY                  ACCOUNT NUMBER                             ACCOUNT NAME
---------------------------------------------------------------------------------------------------------------
<S>                       <C>                           <C>                                        <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

(8)      (a) Deposit Accounts: Concentration Account

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                        NAME OF DEPOSITARY
GRANTOR                        BANK                     ACCOUNT NUMBER                             ACCOUNT NAME
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>                                        <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

         (b) Deposit Accounts: Insurance Concentration Account

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                        NAME OF DEPOSITARY
GRANTOR                        BANK                     ACCOUNT NUMBER                             ACCOUNT NAME
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>                                        <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

         (c) Deposit Accounts: Collection Account

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                        NAME OF DEPOSITARY
GRANTOR                        BANK                     ACCOUNT NUMBER                             ACCOUNT NAME
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>                                        <C>

---------------------------------------------------------------------------------------------------------------
</TABLE>

                                  EXHIBIT 4.4-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.6
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
Name of Grantor                                 Description of Letters of Credit
---------------                                 --------------------------------
<S>                                             <C>
</TABLE>

                                 SCHEDULE 4.6-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.7
                                                TO PLEDGE AND SECURITY AGREEMENT

                              INTELLECTUAL PROPERTY

(A)      Copyrights

(B)      Copyright Licenses

(C)      Patents

(D)      Patent Licenses

(E)      Trademarks

(F)      Trademark Licenses

(G)      Trade Secret Licenses

(H)      Intellectual Property Matters

                                 SCHEDULE 4.7-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                    SCHEDULE 4.8
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
Name of Grantor                                 Commercial Tort Claims
---------------                                 ----------------------
<S>                                             <C>
</TABLE>

                                 SCHEDULE 4.8-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       EXHIBIT A
                                                TO PLEDGE AND SECURITY AGREEMENT

                                PLEDGE SUPPLEMENT

         This PLEDGE SUPPLEMENT, dated [MM/DD/YY], is delivered pursuant to the
Pledge and Security Agreement, dated as of [MM/DD/YY] (as it may be from time to
time amended, restated, modified or supplemented, the "SECURITY AGREEMENT"),
among [NAME OF COMPANY], the other Grantors named therein, and CANADIAN IMPERIAL
BANK OF COMMERCE, as the Collateral Agent. Capitalized terms used herein not
otherwise defined herein shall have the meanings ascribed thereto in the
Security Agreement.

         Grantor hereby confirms the grant to the Collateral Agent set forth in
the Security Agreement of, and does hereby grant to the Collateral Agent, a
security interest in all of Grantor's right, title and interest in and to all
Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Grantor now has or hereafter acquires an interest
and wherever the same may be located. Grantor represents and warrants that the
attached Supplements to Schedules accurately and completely set forth all
additional information required pursuant to the Security Agreement and hereby
agrees that such Supplements to Schedules shall constitute part of the Schedules
to the Security Agreement.

         IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be
duly executed and delivered by its duly authorized officer as of [MM/DD/YY].

                                           [NAME OF GRANTOR]

                                           By: _______________________________
                                           Name:
                                           Title:

                                   EXHIBIT A-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   EXHIBIT A-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                              SUPPLEMENT TO SCHEDULE 1.1
                                                TO PLEDGE AND SECURITY AGREEMENT

                          EXCLUDED SUBSIDIARY INTERESTS

Name of Entity:

                                   EXHIBIT 1.1

434560.08-New York Server 3A

<PAGE>

                                           SUPPLEMENT TO SCHEDULE 4.1
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)      Full Legal Name, Type of Organization, Jurisdiction of Organization,
         Chief Executive Office/Sole Place of Business (or Residence if Grantor
         is a Natural Person) and Organizational Identification Number of each
         Grantor:

<TABLE>
<CAPTION>
                                                                         Chief Executive
                                                                      Office/Sole Place of
                                                                          Business (or
                                           Jurisdiction of             Residence if Grantor
Full Legal Name    Type of Organization     Organization              is a Natural of Person)            Organization I.D.#
---------------    --------------------    ---------------            -----------------------            ------------------
<S>                <C>                     <C>                        <C>                                <C>
</TABLE>

(B)      Other Names (including any Trade-Name or Fictitious Business Name)
         under which each Grantor has conducted business for the past five (5)
         years:

<TABLE>
<CAPTION>
Name of Grantor                            Description of Agreement
---------------                            ------------------------
<S>                                        <C>
</TABLE>

(C)      Changes in Name, Jurisdiction of Organization, Chief Executive Office
         or Sole Place of Business (or Principal Residence if Grantor is a
         Natural Person) and Corporate Structure within past five (5) years:

<TABLE>
<CAPTION>
Full Legal Name                        Trade Name or Fictitious Business Name
---------------                        --------------------------------------
<S>                                    <C>
</TABLE>

(D)      Agreements pursuant to which any Grantor is found as debtor within past
         five (5) years:

<TABLE>
<CAPTION>
Name of Grantor              Date of Change      Description of Change
---------------              --------------      ---------------------
<S>                          <C>                 <C>
</TABLE>

(E)      Initial Financing Statements:

                                   EXHIBIT 1.2

434560.08-New York Server 3A

<PAGE>

<TABLE>
<CAPTION>
            Name of Grantor                Filing Jurisdiction(s)
            ---------------                ----------------------
<S>                                        <C>
(F)      Consents:

(G)      Existing Financing Statements:
</TABLE>

                                   EXHIBIT 1.3

434560.08-New York Server 3A

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.2
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
Name of Grantor                            Location of Equipment and Inventory
---------------                            -----------------------------------
<S>                                        <C>
</TABLE>

                                   EXHIBIT 1.4

434560.08-New York Server 3A

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.4
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Pledged Stock:

Pledged Partnership Interests:

Pledged LLC Interests:

Pledged Trust Interests:

Pledged Debt:

Securities Account:

Commodities Accounts:

Deposit Accounts:

                                   EXHIBIT 1.5

434560.08-New York Server 3A

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.6
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
Name of Grantor                            Description of Letters of Credit
---------------                            --------------------------------
<S>                                        <C>
</TABLE>

                                   EXHIBIT 1.6

434560.08-New York Server 3A

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.7
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)      Copyrights

(B)      Copyright Licenses

(C)      Patents

(D)      Patent Licenses

(E)      Trademarks

(F)      Trademark Licenses

(G)      Trade Secret Licenses

                                          (H)      Intellectual Property Matters

                                   EXHIBIT 1.7

434560.08-New York Server 3A

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.8
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
Name of Grantor                            Commercial Tort Claims
---------------                            ----------------------
<S>                                        <C>
</TABLE>

                                   EXHIBIT 1.8

434560.08-New York Server 3A

<PAGE>

                                                                       EXHIBIT B
                                                TO PLEDGE AND SECURITY AGREEMENT

                   UNCERTIFICATED SECURITIES CONTROL AGREEMENT

         This Uncertificated Securities Control Agreement dated as of _________,
200_ among ________________ (the "PLEDGOR"), CANADIAN IMPERIAL BANK OF COMMERCE,
as Collateral Agent for the Secured Parties, (the "COLLATERAL AGENT") and
____________, a ________corporation (the "ISSUER"). Capitalized terms used but
not defined herein shall have the meaning assigned in the Pledge and Security
Agreement dated as of December 19, 2003 among the Pledgor, the other Grantors
party thereto and the Collateral Agent (the "SECURITY AGREEMENT"). All
references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect in the State of New York.

         SECTION 1. REGISTERED OWNERSHIP OF SHARES. The Issuer hereby confirms
and agrees that as of the date hereof the Pledgor is the registered owner of
__________ shares of the Issuer's [common] stock (the "PLEDGED SHARES") and the
Issuer shall not change the registered owner of the Pledged Shares without the
prior written consent of the Collateral Agent.

         SECTION 2. INSTRUCTIONS. If at any time the Issuer shall receive
instructions originated by the Collateral Agent relating to the Pledged Shares,
the Issuer shall comply with such instructions without further consent by the
Pledgor or any other person.

         SECTION 3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The
Issuer hereby represents and warrants to the Collateral Agent:

         (a) It has not entered into, and until the termination of the this
Agreement will not enter into, any agreement with any other person relating the
Pledged Shares pursuant to which it has agreed to comply with instructions
issued by such other person; and

         (b) It has not entered into, and until the termination of this
Agreement will not enter into, any agreement with the Pledgor or the Collateral
Agent purporting to limit or condition the obligation of the Issuer to comply
with Instructions as set forth in Section 2 hereof.

         (c) Except for the claims and interest of the Collateral Agent and of
the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or
interest in, the Pledged Shares. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Pledged Shares, the Issuer will
promptly notify the Collateral Agent and the Pledgor thereof.

         (d) This Agreement is the valid and legally binding obligation of the
Issuer.

         SECTION 4. CHOICE OF LAW. This Agreement shall be governed by the laws
of the State of [New York].

         SECTION 5. CONFLICT WITH OTHER AGREEMENTS. In the event of any conflict
between this Agreement (or any portion thereof) and any other agreement now
existing or hereafter entered into, the terms of this Agreement shall prevail.
No amendment or modification of this Agreement or waiver of any

                                  Exhibit B-1

434560.08-New York Server 3A

<PAGE>


right hereunder shall be binding on any party hereto unless it is in writing and
is signed by all of the parties hereto.

         SECTION 6. VOTING RIGHTS. Until such time as the Collateral Agent shall
otherwise instruct the Issuer in writing, the Pledgor shall have the right to
vote the Pledged

Shares.

         SECTION 7. SUCCESSORS; ASSIGNMENT. The terms of this Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective corporate successors or heirs and personal representatives who obtain
such rights solely by operation of law. The Collateral Agent may assign its
rights hereunder only with the express written consent of the Issuer and by
sending written notice of such assignment to the Pledgor.

         SECTION 8. INDEMNIFICATION OF ISSUER. The Pledgor and the Collateral
Agent hereby agree that (a) the Issuer is released from any and all liabilities
to the Pledgor and the Collateral Agent arising from the terms of this Agreement
and the compliance of the Issuer with the terms hereof, except to the extent
that such liabilities arise from the Issuer's negligence and (b) the Pledgor,
its successors and assigns shall at all times indemnify and save harmless the
Issuer from and against any and all claims, actions and suits of others arising
out of the terms of this Agreement or the compliance of the Issuer with the
terms hereof, except to the extent that such arises from the Issuer's
negligence, and from and against any and all liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every nature and character
arising by reason of the same, until the termination of this Agreement.

         SECTION 9. NOTICES. Any notice, request or other communication required
or permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy or
other electronic means and electronic confirmation of error free receipt is
received or two (2) days after being sent by certified or registered United
States mail, return receipt requested, postage prepaid, addressed to the party
at the address set forth below.

         Pledgor:                          [INSERT ADDRESS]
                                           Attention:
                                           Telecopier:

         Collateral Agent:                 [INSERT ADDRESS]
                                           Attention:
                                           Telecopier:

         Issuer:                           [INSERT ADDRESS]
                                           Attention:
                                           Telecopier:

         Any party may change its address for notices in the manner set forth
above.

         SECTION 10. TERMINATION. The obligations of the Issuer to the
Collateral Agent pursuant to this Agreement shall continue in effect until the
security interests of the Collateral Agent in the Pledged Shares have been
terminated pursuant to the terms of the Security Agreement and the Collateral
Agent has notified the Issuer of such termination in writing. The Collateral
Agent agrees to provide Notice of Termination in substantially the form of
Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the
termination of the Collateral Agent's security interest in the Pledged Shares
pursuant to the terms of the Security Agreement. The termination of this Control
Agreement shall not terminate the Pledged Shares or alter the obligations of the
Issuer to the Pledgor pursuant to any other agreement with respect to the
Pledged Shares.

                                  Exhibit B-2

434560.08-New York Server 3A

<PAGE>

         SECTION 11. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing and delivering one or
more counterparts.

                                           [NAME OF PLEDGOR]

                                           By: _________________________________
                                           Name:
                                           Title:

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                             as Collateral Agent

                                           By: _________________________________
                                           Name:
                                           Title:

                                           [NAME OF ISSUER]

                                           By: _________________________________
                                           Name:
                                           Title:

                                  Exhibit B-3

434560.08-New York Server 3A

<PAGE>

                                                                       Exhibit A

                        [Letterhead of Collateral Agent]

                                     [Date]

[Name and Address of Issuer]

Attention: ______________

                      Re: Termination of Control Agreement

         You are hereby notified that the Uncertificated Securities Control
Agreement between you, [the Pledgor] and the undersigned (a copy of which is
attached) is terminated and you have no further obligations to the undersigned
pursuant to such Agreement. Notwithstanding any previous instructions to you,
you are hereby instructed to accept all future directions with respect to
Pledged Shares (as defined in the Uncertificated Control Agreement) from [the
Pledgor]. This notice terminates any obligations you may have to the undersigned
with respect to the Pledged Shares, however nothing contained in this notice
shall alter any obligations which you may otherwise owe to [the Pledgor]
pursuant to any other agreement.

         You are instructed to deliver a copy of this notice by facsimile
transmission to [insert name of Pledgor].

                                           Very truly yours,

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                             as Collateral Agent

                                           By: _________________________________
                                           Name:
                                           Title:

                                  Exhibit A-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       EXHIBIT C
                                                TO PLEDGE AND SECURITY AGREEMENT

                  FORM OF COLLATERAL ACCOUNT CONTROL AGREEMENT

                  This Collateral Account Control Agreement dated as of
__________, 200[ ] among ________________ (the "Debtor"), CANADIAN IMPERIAL BANK
OF COMMERCE, as Collateral Agent for the Secured Parties (the "COLLATERAL
AGENT") and ____________ in its capacity as a "securities intermediary" (as
defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of
the UCC (in such capacities, the "Financial Institution"). Capitalized terms
used but not defined herein shall have the meaning assigned in the Pledge and
Security Agreement dated as of December 19, 2003 between the Debtor, the other
grantors therein and the Collateral Agent (the "Security Agreement"). All
references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect in the State of New York.

1.       ESTABLISHMENT OF COLLATERAL ACCOUNTS. The Financial Institution hereby
         confirms and agrees that:

         (a) The Financial Institution has established the following accounts:

                  (i)      the "[IDENTIFY EXACT TITLE OF ACCOUNT]" with account
                           number [IDENTIFY ACCOUNT NUMBER] in the name
                           "[IDENTIFY EXACT TITLE OF ACCOUNT]" in the name of
                           "[identify name of account holder]" (the "_____
                           Account");

                  (ii)     the "[identify exact title of account]" with account
                           number [identify account number] in the name
                           "[identify exact title of account]" in the name of
                           "[identify name of account holder]" (the "_____
                           Account"); and

                  (iii)    the "[IDENTIFY EXACT TITLE OF ACCOUNT]" with account
                           number [IDENTIFY ACCOUNT NUMBER] in the name
                           "[IDENTIFY EXACT TITLE OF ACCOUNT]" in the name of
                           "[identify name of account holder]" (the "_____
                           Account").

Each such account and any successor account, being referred to herein
individually as a "Pledged Account" and collectively as the "Pledged Accounts."
The Financial Institution shall not change the name or account number of any
Pledged Account without the prior written consent of the Secured Party(i);

         (b)      Each of the Pledged Accounts are either a "securities account"
                  (as defined in Section 8-501 of the UCC) or a "deposit
                  account" as defined in Section 9-102(a)(29) of the UCC). The
                  Financial Intermediary acknowledges and agrees that the ____
                  Account[s] are intended to be deposit accounts and the
                  _________ Account[s] are intended to be securities accounts.
                  Notwithstanding such intention, as used herein "Deposit
                  Account" shall mean any Pledged Account which is determined to
                  be a "deposit account" (within the meaning of Section
                  9-102(a)(29) of the UCC) and "Securities Account" shall mean
                  any Pledged Account which is determined to be a "securities
                  account" (within the meaning of Section 8-501 of the UCC).

                                  Exhibit C-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         (c)      All securities or other property underlying any financial
                  assets credited to any Securities Account shall be registered
                  in the name of the Financial Institution, indorsed to the
                  Financial Institution or in blank or credited to another
                  securities account maintained in the name of the Financial
                  Institution and in no case will any financial asset credited
                  to any Securities Account be registered in the name of the
                  Debtor, payable to the order of the Debtor or specially
                  indorsed to the Debtor except to the extent the foregoing have
                  been specially indorsed to the Financial Institution or in
                  blank.

         (d)      All property delivered to the Financial Institution pursuant
                  to the Security Agreement will be promptly credited to one of
                  the Pledged Accounts.

2.       "FINANCIAL ASSETS" ELECTION. The Financial Institution hereby agrees
         that each item of property (whether investment property, financial
         asset, security, instrument or cash) credited to any Pledged Account
         that is a Securities Account shall be treated as a "financial asset"
         within the meaning of Section 8-102(a)(9) of the UCC.

3.       CONTROL OF THE PLEDGED ACCOUNTS. If at any time the Financial
         Institution shall receive any order from the Collateral Agent directing
         transfer or redemption of any financial asset relating to a Pledged
         Account or any instruction originated by the Collateral Agent directing
         the disposition of funds in a Pledged Account, the Financial
         Institution shall comply with such entitlement order or instruction
         without further consent by the Debtor or any other person.

4.       SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the event that the
         Financial Institution has or subsequently obtains by agreement, by
         operation of law or otherwise a security interest in any Pledged
         Account or any security entitlement or cash credited thereto, the
         Financial Institution hereby agrees that such security interest shall
         be subordinate to the security interest of the Collateral Agent. The
         financial assets, money and other items credited to any Pledged Account
         will not be subject to deduction, set-off, banker's lien, or any other
         right in favor of any person other than the Secured Party (except that
         the Financial Institution may set off (i) all amounts due to the
         Financial Institution in respect of customary fees and expenses for the
         routine maintenance and operation of the respective Pledged Account and
         (ii) the face amount of any checks which have been credited to such
         Pledged Account but are subsequently returned unpaid because of
         uncollected or insufficient funds).

5.       CHOICE OF LAW. This Agreement shall each be governed by the laws of the
         State of New York. Regardless of any provision in any other agreement,
         for purposes of the UCC, New York shall be deemed to be the Financial
         Institution's jurisdiction (within the meaning of Section 9-304 of the
         UCC and Section 8-110 of the UCC). For the purposes of this Agreement,
         the Pledged Accounts shall be governed by the laws of the State of New
         York.

6.       CONFLICT WITH OTHER AGREEMENTS.

         (a)      In the event of any conflict between this Agreement (or any
                  portion thereof) and any other agreement now existing or
                  hereafter entered into, the terms of this Agreement shall
                  prevail;

                                  Exhibit C-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         (b)      No amendment or modification of this Agreement or waiver of
                  any right hereunder shall be binding on any party hereto
                  unless it is in writing and is signed by all of the parties
                  hereto;

         (c)      The Financial Institution hereby confirms and agrees that:

                  (i)      Other than this Agreement, there are no other
                           agreements entered into between the Financial
                           Institution and the Debtor with respect to any
                           Pledged Account [EXCEPT FOR [IDENTIFY OTHER
                           AGREEMENTS] (THE "ACCOUNT AGREEMENTS")];

                  (ii)     It has not entered into, and until the termination of
                           the this Agreement will not enter into, any agreement
                           with any other person relating the Pledged Accounts
                           and/or any financial assets credited thereto pursuant
                           to which it has agreed to comply with entitlement
                           orders (as defined in Section 8-102(a)(8) of the UCC)
                           or instructions (within the meaning of Section 9-104
                           of the UCC) of such other person; and

                  (iii)    It has not entered into, and until the termination of
                           this Agreement will not enter into, any agreement
                           with the Debtor or the Collateral Agent purporting to
                           limit or condition the obligation of the Financial
                           Institution to comply with entitlement orders or
                           instructions.

7.       ADVERSE CLAIMS. Except for the claims and interest of the Collateral
         Agent and of the Debtor in the Pledged Accounts, the Financial
         Institution does not know of any lien on or claim to, or interest in,
         any Pledged Account or in any "financial asset" (as defined in Section
         8-102(a) of the UCC) credited thereto. If any person asserts any lien,
         encumbrance or adverse claim (including any writ, garnishment,
         judgment, warrant of attachment, execution or similar process) against
         the Pledged Accounts or in any financial asset carried therein, the
         Financial Institution will promptly notify the Collateral Agent and the
         Debtor thereof.

8.       MAINTENANCE OF ACCOUNTS. In addition to, and not in lieu of, the
         obligation of the Financial Institution to honor entitlement orders and
         instructions as set forth in Section 3 hereof, the Financial
         Institution agrees to maintain the Pledged Accounts as follows:

         (a)      Notice of Sole Control. If at any time the Collateral Agent
                  delivers to the Financial Institution a Notice of Sole Control
                  in substantially the form set forth in Exhibit A hereto, the
                  Financial Institution agrees that after receipt of such
                  notice, it will take all instruction with respect to the
                  Pledged Accounts solely from the Collateral Agent and shall
                  not comply with instructions or entitlement orders of any
                  other person.

         (b)      Statements and Confirmations. The Financial Institution will
                  promptly send copies of all statements, confirmations and
                  other correspondence concerning (i) any Securities Account
                  and/or any financial assets credited thereto and (ii) any
                  Deposit Account, simultaneously to each of the Debtor and the
                  Collateral Agent at the address for each set forth in Section
                  12 of this Agreement.

                                  Exhibit C-3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         (c)      Tax Reporting. All items of income, gain, expense and loss
                  recognized in any Securities Account and all interest, if any,
                  relating to any Deposit Account, shall be reported to the
                  Internal Revenue Service and all state and local taxing
                  authorities under the name and taxpayer identification number
                  of the Debtor.

         (d)      Voting Rights. Until such time as the Financial Institution
                  receives a Notice of Sole Control pursuant to subsection (a)
                  of this Section 8, the Debtor shall direct the Financial
                  Institution with respect to the voting of any financial assets
                  credited to the Pledged Accounts.

         (e)      Permitted Investments. Until such time as the Financial
                  Institution receives a Notice of Sole Control signed by the
                  Collateral Agent, the Debtor shall direct the Financial
                  Institution with respect to the selection of investments to be
                  made for any Pledged Account that is a securities account.

9.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FINANCIAL INSTITUTION.
         The Financial Institution hereby makes the following representations,
         warranties and covenants:

         (a)      The Pledged Accounts have each been established as set forth
                  in Section 1 and such Pledged Accounts will be maintained in
                  the manner set forth herein until termination of this
                  Agreement; and

         (b)      This Agreement is the valid and legally binding obligations of
                  the Financial Institution.

10.      INDEMNIFICATION OF FINANCIAL INSTITUTION. The Debtor and the Collateral
         Agent hereby agree that (a) the Financial Institution is released from
         any and all liabilities to the Debtor and the Collateral Agent arising
         from the terms of this Agreement and the compliance of the Financial
         Institution with the terms hereof, except to the extent that such
         liabilities arise from the Financial Institution's negligence and (b)
         the Debtor, its successors and assigns shall at all times indemnify and
         save harmless the Financial Institution from and against any and all
         claims, actions and suits of others arising out of the terms of this
         Agreement or the compliance of the Financial Institution with the terms
         hereof, except to the extent that such arises from the Financial
         Institution's negligence, and from and against any and all liabilities,
         losses, damages, costs, charges, counsel fees and other expenses of
         every nature and character arising by reason of the same, until the
         termination of this Agreement.

11.      SUCCESSORS; ASSIGNMENT. The terms of this Agreement shall be binding
         upon, and shall inure to the benefit of, the parties hereto and their
         respective corporate successors or heirs and personal representatives
         who obtain such rights solely by operation of law. The Collateral Agent
         may assign its rights hereunder only with the express written consent
         of the Financial Institution and by sending written notice of such
         assignment to the Debtor.

12.      NOTICES. Any notice, request or other communication required or
         permitted to be given under this Agreement shall be in writing and
         deemed to have been properly given when delivered in person, or when
         sent by telecopy or other electronic means and electronic confirmation
         of error free receipt is received or two days after being sent by
         certified or registered United States mail, return receipt requested,
         postage prepaid, addressed to the party at the address set forth below.

                                  Exhibit C-4

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         Debtor:

         Collateral Agent:

         Financial Institution:

                  Any party may change its address for notices in the manner set
         forth above.

13.      TERMINATION. The obligations of the Financial Institution to the
         Collateral Agent pursuant to this Agreement shall continue in effect
         until the security interests of the Collateral Agent in each of the
         Pledged Accounts have been terminated pursuant to the terms of the
         Security Agreement and the Collateral Agent has notified the Financial
         Institution of such termination in writing. The Collateral Agent agrees
         to provide Notice of Termination in substantially the form of Exhibit C
         hereto to the Financial Institution upon the request of the Debtor on
         or after the termination of the Collateral Agent's security interest in
         the Pledged Accounts pursuant to the terms of the Security Agreement.
         The termination of this Agreement shall not terminate the Pledged
         Accounts or alter the obligations of the Financial Institution to the
         Debtor pursuant to any other agreement with respect to the Pledged
         Accounts.

                                  Exhibit C-5

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

14.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, all of which shall constitute one and the same
         instrument, and any party hereto may execute this Agreement by signing
         and delivering one or more counterparts.

                                           [NAME OF DEBTOR]

                                           By: _________________________________
                                               Title:

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                           as Collateral Agent

                                           By: _________________________________
                                               Title:

                                           [NAME OF INSTITUTION SERVING AS
                                           FINANCIAL INSTITUTION]

                                           By:
                                               Name:
                                               Title:

                                  Exhibit C-6

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       Exhibit A

                        [Letterhead of Collateral Agent]

                                           [Date]

[Name and Address of Financial Institution]

Attention: __________________

                          Re: Notice of Sole Control

Ladies and Gentlemen:

                  As referenced in the Collateral Account Control Agreement,
dated _______, 200_, among [insert name of the Debtor], you and the undersigned
(a copy of which is attached) we hereby give you notice of our sole control over
each of the Pledged Accounts and all financial assets or funds credited thereto.
You are hereby instructed not to accept any direction, instructions or
entitlement orders or instructions with respect to the Pledged Accounts or the
financial assets or funds credited thereto from any person other than the
undersigned, unless otherwise ordered by a court of competent jurisdiction.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [insert name of the Debtor].

                                               Very truly yours,

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                               as Collateral Agent

                                               By: _____________________________
                                                   Name:
                                                   Title:

cc: [Name of Debtor]

                                  Exhibit C-A-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                  Exhibit C-B-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION


<PAGE>

                                                                       Exhibit C

                        [Letterhead of Collateral Agent]

                                           [Date]

[Name and Address of Financial Institution]

Attention: ________________

                           Re: Termination of Collateral Account
                               Control Agreement

                  You are hereby notified that the Collateral Account Control
Agreement between you, [THE DEBTOR] and the undersigned (a copy of which is
attached) is terminated and you have no further obligations to the undersigned
pursuant to such Agreement. Notwithstanding any previous instructions to you,
you are hereby instructed to accept all future directions with respect to
account number(s) from [THE DEBTOR]. This notice terminates any obligations you
may have to the undersigned with respect to such account(s), however nothing
contained in this notice shall alter any obligations which you may otherwise owe
to [THE DEBTOR] pursuant to any other agreement.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [insert name of Debtor].

                                               Very truly yours,
                                               CANADIAN IMPERIAL BANK OF
                                               COMMERCE,
                                               as Collateral Agent

                                         By: ___________________________________
                                             Name:
                                             Title:

cc: [Name of Debtor]

                                  Exhibit C-C-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       EXHIBIT D
                                                TO PLEDGE AND SECURITY AGREEMENT

               FORM OF PERSONAL PROPERTY SECURITY INTEREST OPINION

                                           [INSERT DATE]

[INSERT FULL NAME AND ADDRESS OF THE COLLATERAL AGENT]

                           RE: MARINER HEALTH CARE, INC.

Ladies and Gentlemen:

                  We have acted as special counsel to Mariner Health Care, Inc.,
a Delaware corporation (the "Borrower"), each of the Borrower's subsidiaries
listed on Schedule 1 hereto (each of the Borrower and such other loan parties, a
"Grantor" and, collectively, the "Grantors"), in connection with the
preparation, execution and delivery of the Pledge and Security Agreement, dated
[the date hereof] (the "Security Agreement"), between each of the Grantors and
Canadian Imperial Bank of Commerce, as [Collateral Agent] for the [Secured
Parties] (as defined in the Security Agreement) (the "Collateral Agent"). This
opinion is being delivered pursuant to Section [ ] of the Security Agreement.

                  In our examination we have assumed the genuineness of all
signatures including endorsements, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as facsimile, electronic,
certified or photostatic copies, and the authenticity of the originals of such
copies. As to any facts material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations of the
Grantors and their officers and other representatives and of public officials,
including the facts and conclusions set forth therein.

                  In rendering the opinions set forth herein, we have examined
and relied on originals or copies of the following:

                  (a) the Security Agreement;

(b)               [ the letter, dated [INSERT DATE] from each Grantor to the
Collateral Agent authorizing the filing of UCC financing statements (the
"Authorization Letter");]

                  (c) an acknowledgment copy of a financing statement bearing
file date _____ and file number _____ [ALTERNATIVELY: an unfiled copy of a
financing statement] [ALTERNATIVELY: a print out of a confirmation of an
electronic data transmission of financing statement information, bearing file
date_____ and file number_____] identifying the name of each Grantor listed on
Schedule 2 hereto, as debtor and "Canadian Imperial Bank of

                                  Exhibit D-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

Commerce, as Collateral Agent", as secured party, which was filed
[ALTERNATIVELY: we understand will be filed within ten (10) days of the transfer
of the security interest] in the filing office identified opposite each
Grantor's name on Schedule 2 hereto (such filing office(s), the "Filing
Office(s)" and such financing statement, the "Financing Statement(s)");

                  (d) the account agreement dated as of ________ between
[IDENTIFY NAME OF APPLICABLE GRANTOR] and the Financial Institution pursuant to
which the Pledged Account (as such terms are defined below) was established;

                  (e) a certified copy of the organization document identified
on Schedule 3 hereto as to each Grantor's existence in such state (the
"Secretary of State Certificates"); and

                  (f) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.

                  Capitalized terms used herein and not otherwise defined herein
shall have the same meanings as set forth in the Security Agreement. As used
herein:

                  (i) "UCC" means (a) the New York UCC, (b) the Filing State
UCC, and (c) the [IDENTIFY NAME OF STATE OF FINANCIAL INSTITUTION'S JURISDICTION
AS IDENTIFIED IN (VIII) BELOW] UCC (in each case as such term is defined below),
as applicable.

                  (ii) "UCC Collateral" means the Collateral (as such term is
defined in the Security Agreement) to the extent such collateral is of a type
subject to Article 9 of the UCC.

                  (iii) "Delaware UCC" means the Uniform Commercial Code as in
effect on the date hereof in the State of Delaware (without regard to laws
referenced in Section 9-201 thereof).

                  (iv) "New York UCC" means the Uniform Commercial Code as in
effect on the date hereof in the State of New York (without regard to laws
referenced in Section 9-201 thereof).

                  (v) "Filing State" means [IDENTIFY NAME OF STATE(S) WHERE THE
FINANCING STATEMENTS ARE FILED].

                  (vi) "Filing State UCC" means the Uniform Commercial Code as
in effect on the date hereof in the Filing State (without regard to laws
referenced in Section 9-201 thereof).

                  (vii) "Possessory Certificates" means the certificates
identified on Schedule 4 hereto.

                  (viii) "[IDENTIFY NAME OF STATE OF FINANCIAL INSTITUTION'S
JURISDICTION] UCC" means the Uniform Commercial Code as in effect on the date
hereof in the State of [IDENTIFY NAME OF STATE OF FINANCIAL INSTITUTION'S
JURISDICTION] (without regard to laws referenced in Section 9-201 thereof).

                                  Exhibit D-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (ix) "Pledged Account" means account number [INSERT ACCOUNT
NUMBER] established at [INSERT NAME OF FINANCIAL INSTITUTION THAT ESTABLISHED
THE PLEDGED ACCOUNT] in the name of [INSERT EXACT NAME ON ACCOUNT].

                  (x) "Financial Institution" means [INSERT NAME OF FINANCIAL
INSTITUTION THAT ESTABLISHED THE PLEDGED ACCOUNT].

                  We express no opinion with respect to any laws other than the
UCC and, for purposes of opinion paragraph 5, [INSERT CORPORATE LAW OF FILING
STATE, E.G., THE DELAWARE GENERAL CORPORATION LAW].

                  We have this date delivered to you our opinion with respect to
the enforceability of the Security Agreement and certain other transaction
agreements. We call to your attention that the opinions set forth herein with
respect to the security interest of the Collateral Agent are subject to the
qualifications contained in such other opinion.

                  Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

                  1.       Under the Delaware UCC, the provisions of the
Security Agreement are effective to create a valid security interest in each
Grantor's rights in the UCC Collateral in favor of the Collateral Agent to
secure the Secured Obligations (as defined in the Security Agreement).

                  2.       [TO BE GIVEN BY LOCAL COUNSEL, IF APPROPRIATE]
Pursuant to the [Authorization Letter][Security Agreement], each Grantor has
authorized for purposes of Section 9-509 of the Filing State UCC the filing of
the Financing Statement naming such Grantor as debtor and identifying the UCC
Collateral.

                  3.       [TO BE GIVEN BY LOCAL COUNSEL, IF APPROPRIATE] Each
of the Financing Statements includes not only all of the types of information
required by Section 9-502(a) of the Filing State UCC but also the types of
information without which the Filing Office may refuse to accept the Financing
Statements pursuant to Section 9-516 of the Filing State UCC.

                  4.       [TO BE GIVEN BY LOCAL COUNSEL, IF APPROPRIATE] Under
the Filing State UCC, the security interest of the Collateral Agent will be
perfected in each of the Grantor's rights in all UCC Collateral upon the later
of the attachment of the security interest and the filing of the Financing
Statements in the Filing Office, we express no opinion, with respect to (i)
money, (ii) deposit accounts, (iii) letter of credit rights (iv) goods covered
by a certificate of title statute, (v) as-extracted collateral, timber to be
cut, (vi) any property subject to a statute, regulation or treaty of the United
States whose requirements for a security interest's obtaining priority over the
rights of a lien creditor with respect to the property preempt Section 9-310(a)
of the Filing State UCC or (vii) any goods subject to a negotiable document of
title.

                  5.       [TO BE GIVEN BY LOCAL COUNSEL, IF APPROPRIATE] You
have asked whether each Grantor is a "registered organization" as defined in the
Filing State UCC. Pursuant to [IDENTIFY SECTION REFERENCE OF APPLICABLE
CORPORATE LAW, E.G., SECTIONS 101(a) AND 103(6) OF THE

                                  Exhibit D-3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

DELAWARE GENERAL CORPORATION LAW], the [SECRETARY OF STATE] of the Filing State
is required to maintain a public record showing each Grantor to have been
organized. Based on our review of the Secretary of State Certificates, we are of
the opinion that under the Filing State UCC and the [INSERT CORPORATE LAW OF
FILING STATE], each Grantor is a "registered organization."

                  6.       Assuming that none of the Collateral Agent or any
Secured Party has notice of any adverse claims with respect to the Possessory
Certificates and that such certificates are indorsed in blank or by an effective
indorsement to the Collateral Agent, the Collateral Agent will acquire such
Possessory Certificates (and the shares represented thereby) free of any adverse
claims under Section 8-303 of the New York UCC upon the later of the attachment
of the security interest and the delivery of such Possessory Certificates to the
Collateral Agent. As used herein, "notice of adverse claim" has the meaning set
forth in Section 8-105 of the UCC and includes, without limitation, any adverse
claim that the Collateral Agent or any Secured Party would discover upon any
investigation which such person has a duty, imposed by statute or regulation, to
investigate.

                  7.       Under the [IDENTIFY NAME OF STATE OF FINANCIAL
INSTITUTION'S JURISDICTION] UCC, the provisions of the Control Agreement are
effective to perfect the security interest of the Collateral Agent in [IDENTIFY
NAME OF APPLICABLE GRANTOR]'s rights in the Pledged Account.

                  Our opinions are subject to the following qualifications:

                  (a)      We have assumed that each Grantor owns, or with
respect to after-acquired property will own, the UCC Collateral granted by it,
and we express no opinion as to the nature or extent of each Grantor's rights in
any of the applicable UCC Collateral and we note that with respect to any
after-acquired property, the security interest will not attach until such
Grantor acquires ownership thereof.

                  (b)      Our opinion with respect to proceeds is subject to
the limitations set forth in Section 9-315 of the UCC and, in addition, we call
to your attention that in the case of certain types of proceeds, other parties
such as holders in due course, protected purchasers of securities, persons who
obtain control over securities entitlements and buyers in the ordinary course of
business may acquire a superior interest or may take their interest free of the
security interest of a secured party.

                  (c)      We express no opinion with respect to commercial tort
claims.

                  (d)      We express no opinion with respect to any goods which
are accessions to, or commingled or processed with, other goods to the extent
that the security interest is limited by Section 9-335 or 9-336 of the UCC.

                  (e)      We note that we have delivered to you our opinion
with respect to each Grantor's status as a "registered organization." Except to
the extent that this determination is an element of your choice of law analysis,
we express no opinion with respect to the choice of law governing perfection,
the effect of perfection and non-perfection or priority of the security
interest.

                                  Exhibit D-4

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (f)      For purposes of our opinion paragraph 5, we have
assumed that each Grantor is and will remain "organized solely" (within the
meaning of Section 9-102(a)(70) of the UCC) under the laws of the State of the
Filing State.

                  (g)      We express no opinion with respect to the nature or
extent of the securities intermediary's rights in, or title to, the securities
or other financial assets underlying any "security entitlement" now or hereafter
credited to a securities account. Furthermore, we express no opinion with
respect to any property or assets now or hereafter credited to a securities
account that is not a "financial asset" and we express no opinion whether or to
what extent any particular item of property credited to such securities account
is a "financial asset". We note that to the extent the securities intermediary
maintains any financial asset in a "clearing corporation" (as defined in Section
8-102(5) of the UCC), pursuant to Section 8-111 of the UCC, the rules of such
clearing corporation may affect the rights of the securities intermediary.

                  (h)      We have assumed that the Control Agreement is the
legal, valid, binding and enforceable obligation of each of the parties thereto
other than the applicable Grantor.

                  (i)      We have assumed that the Pledged Account is either a
"deposit account" (as defined in the UCC) and the Financial Institution is an
organization that is engaged in the business of banking or (ii) is a "securities
account"(as defined in the UCC) and the Financial Institution in the ordinary
course of its business maintains securities accounts for customers and is acting
in that capacity.

                  (j)      We call to your attention that pursuant to Section
9-340 of the UCC, a bank with which a deposit account is maintained may continue
to exercise any right of recoupment or set-off against a secured party that
holds a security interest in the deposit account.

         This opinion is being furnished only to you in connection with the
Security Agreement and is solely for your benefit and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person or entity for any purpose without our prior written consent
except that Loan Parties who subsequently become assignees pursuant to Section
__ of the Credit Agreement may rely on it as if it was addressed to the
Collateral Agent for their benefit.

                                           Very truly yours,

                                  Exhibit D-5

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   SCHEDULE 1

                List of Subsidiaries of Mariner Health Care, Inc.

<TABLE>
<CAPTION>
FULL NAME OF GRANTOR                       Jurisdiction of Organization
--------------------                       ----------------------------
<S>                                        <C>
</TABLE>

                                  Exhibit D-S-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   SCHEDULE 2

              Schedule Information on face of Financial Statements

<TABLE>
<CAPTION>
Full Name of        Full Name of                              Filing
  Grantor          Secured Party        Filing Office      Jurisdiction      File Number       File Date
<S>                <C>                  <C>                <C>               <C>               <C>
</TABLE>

                                  Exhibit D-S-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   SCHEDULE 3

                          Certificates of Organization

<TABLE>
<CAPTION>
                    Type of
Full Name of      Organization            State of                  Date of               Public Office(r)
  Grantor           Document            Organization              Certificates          Issuing Certificates
<S>               <C>                   <C>                       <C>                   <C>
</TABLE>

                                  Exhibit D-S-3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   SCHEDULE 4

                             Possessory Certificates

<TABLE>
<CAPTION>
Issuer          Certificate Numbers            Registered Owner        Number of Shares            Certificate Date
<S>             <C>                            <C>                     <C>                         <C>
</TABLE>

                                  Exhibit D-S-4

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       EXHIBIT E
                                                TO PLEDGE AND SECURITY AGREEMENT

                          TRADEMARK SECURITY AGREEMENT

         This TRADEMARK SECURITY AGREEMENT "AGREEMENT", dated as of December
___, 2003, is among MARINER HEALTH GROUP, INC., a Delaware corporation, located
at LCR, Inc., a Delaware Corporation, located at ________, Prism Health Group,
Inc., a ________ corporation located at _____________, Brian Center Management
Corporation, a North Carolina corporation, located at _______________
(individually and collectively, "GRANTOR") and Canadian Imperial Bank of
Commerce, a ____________, located at _____________, as Collateral Agent for the
Secured Parties (the "COLLATERAL AGENT"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto in the Pledge
and Security Agreement (as hereafter defined).

         WHEREAS, pursuant to a Pledge and Security Agreement, dated as of
December 19, 2003 (as amended and/or supplemented from time to time, the
"SECURITY AGREEMENT") among Mariner Health Care, Inc., Grantor, the other
Subsidiary Guarantors party thereto, and the Collateral Agent, Grantor has
granted to the Collateral Agent a security interest and continuing lien on all
of Grantors' right, title, and interest in, to, and under all personal property
of Grantor including, but not limited to, the Trademark Collateral (as defined
below);

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor assigns and transfers to
the Collateral Agent, and hereby grants to the Collateral Agent, a security
interest and continuing lien upon all of Grantor's right, title and interest in,
to and under the following, whether now owned or existing or hereafter acquired
or arising (all of the following being herein collectively referred to as the
"TRADEMARK COLLATERAL"):

                  (i)      each United States, state and foreign trademark,
trade name, corporate name, company name, business name, fictitious business
name, internet domain name, trade style, service mark, certification mark,
collective mark, logo, other source or business identifier, design or general
intangible of a like nature, each registration and application for any of the
foregoing including, but not limited to the registrations and applications
referred to in Schedule 1 of this Agreement, each extension or renewal of any of
the foregoing, all of the goodwill of the business connected with the use of and
symbolized by the foregoing, the right to sue for past, present and future
infringement or dilution of any of the foregoing or for any injury to goodwill,
and all proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit;

                  (ii)     each and all agreements providing for the granting of
any right in or to the Trademark Collateral (whether such Grantor is licensee or
licensor thereunder), to which the Grantor is a party; and

                                  Exhibit E-1

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                  (iii)    to the extent not otherwise included in the above,
                  all Proceeds, products, accessions, rents and profits of or in
                  respect of any of the foregoing.

         The foregoing security interest is granted in conjunction with the
security interests granted by Grantor to the Collateral Agent pursuant to the
Security Agreement. Grantor acknowledges and affirms 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 Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.

                                  Exhibit E-2

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this TRADEMARK
SECURITY AGREEMENT to be duly executed by their respective officers thereunto
duly authorized.

                                               MARINER HEALTH GROUP, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

Acknowledged:                              LCR, INC.

CANADIAN IMPERIAL BANK
OF COMMERCE, as Collateral Agent           By: _________________________________
                                               Name:
                                               Title:

By: ___________________________
    Name:
    Title:

                                           PRISM HEALTH GROUP, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                           BRIAN CENTER MANAGEMENT
                                           CORPORATION

                                           By: _________________________________
                                               Name:
                                               Title:

                                  Exhibit E-3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                      Schedule I
                                                                    to Trademark
                                                              Security Agreement

                                  Exhibit E-4

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                   SCHEDULE A
                                       TO
                      GRANT OF TRADEMARK SECURITY INTEREST

<TABLE>
<CAPTION>
                      REGISTRATION/            REGISTRATION/
MARK                APPLICATION NUMBER        APPLICATION DATE
----                ------------------        ----------------
<S>                 <C>                       <C>
</TABLE>

                                  Exhibit E-S-A

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                       EXHIBIT F
                                                TO PLEDGE AND SECURITY AGREEMENT

                          COPYRIGHT SECURITY AGREEMENT

                  This Copyright Security Agreement ("AGREEMENT") dated as of
         December ___, 2003, is among MARINER HEALTH CARE, INC., a Delaware
         corporation, located at _____________, Brian Center Management
         Corporation, a North Carolina corporation, located at _______________[,
         BRIAN CENTER CORPORATION, a North Carolina corporation, located at
         _______________,] CORNERSTONE HEALTH MANAGEMENT CORPORATION, a
         ______________ corporation, located at _______________, and MEDREHAB,
         INC., a ______________ corporation, located at _______________
         (individually and collectively, "GRANTOR"), and Canadian Imperial Bank
         of Commerce, a ____________, located at _____________, as Collateral
         Agent for the Secured Parties (the "COLLATERAL AGENT"). Capitalized
         terms used herein and not otherwise defined herein shall have the
         meanings ascribed thereto in the Pledge and Security Agreement (as
         hereafter defined).

                  WHEREAS, pursuant to a Pledge and Security Agreement, dated as
         of December 19, 2003 (as amended and/or supplemented from time to time,
         the "SECURITY AGREEMENT") among Mariner Health Care, Inc., Grantor, the
         other Subsidiary Guarantors party thereto, and the Collateral Agent,
         Grantor has granted to the Collateral Agent a security interest and
         continuing lien on all of such Grantor's right, title, and interest in,
         to, and under all personal property of such Grantor including, but not
         limited to, the Copyright Collateral (as defined below);

                  NOW, THEREFORE, for good and valuable consideration, the
         receipt and sufficiency of which are hereby acknowledged, Grantor
         assigns and transfers to the Collateral Agent, and hereby grants to the
         Collateral Agent, a security interest and continuing lien upon all of
         the Grantors' right, title and interest in, to and under the following,
         whether now owned or existing or hereafter acquired or arising (all of
         the following being herein collectively referred to as the "COPYRIGHT
         COLLATERAL"):

                           (i)      each United States and foreign copyright,
         each mask work fixed in semi-conductor chip products (as defined under
         17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
         unregistered, now or hereafter in force throughout the world, each
         registration and application therefor including, without limitation,
         the applications referred to in Schedule 1, all rights corresponding
         thereto throughout the world, each extension and renewal of any
         thereof, the right to sue for past, present and future infringements of
         any of the foregoing, and all proceeds of the foregoing, including,
         without limitation, licenses, royalties, income, payments, claims,
         damages, and proceeds of suit;

                           (ii)     each and all agreements providing for the
         granting of any right in or to the Copyright Collateral (whether such
         Grantor is licensee or licensor thereunder); and

                           (iii)    to the extent not otherwise included in the
                  above, all Proceeds, products, accessions, rents and profits
                  of or in respect of any of the foregoing.

         The foregoing security interest is granted in conjunction with the
security interests granted by Grantor to the Collateral Agent pursuant to the
Security Agreement. Grantor acknowledges and affirms 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 Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.

                                  Exhibit F-I

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this COPYRIGHT
SECURITY AGREEMENT to be duly executed by their respective officer thereunto
duly authorized.

                                               MARINER HEALTH CARE, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

Acknowledged:                              BRIAN CENTER MANAGEMENT
                                           CORPORATION
CANADIAN IMPERIAL BANK
OF COMMERCE, as Collateral Agent

                                           By: _________________________________
By: ___________________________                Name:
    Name:                                      Title:
    Title:

                                           [BRIAN CENTER CORPORATION]

                                           By: _________________________________
                                               Name:
                                               Title:

                                           CORNERSTONE HEALTH MANAGEMENT
                                           CORPORATION

                                           By: _________________________________
                                               Name:
                                               Title:

                                           MEDREHAB, INC.

                                           By: _________________________________
                                               Name:
                                               Title:

                                  Exhibit F-3

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION

<PAGE>

                                                                      Schedule 1
                                                                    to Copyright
                                                              Security Agreement

________________________

                                  Exhibit F-4

PLEDGE AND SECURITY AGREEMENT
434560-New York Server 3A                                              EXECUTION