<PAGE>


                                                                  EXECUTION COPY

                           GUARANTEE AND COLLATERAL AGREEMENT

               GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 14,
1997, made by each of the signatories hereto (together with any other entity
that may become a party hereto as provided herein, the "GRANTORS"), in favor of
THE CHASE MANHATTAN BANK, as Agent (in such capacity, the "AGENT") for the banks
and other financial institutions (the "LENDERS") from time to time parties to
the Credit Agreement, dated as of February 14, 1997 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among Aftermarket
Technology Corp. (the "BORROWER"), the Lenders and the Agent.

                                 W I T N E S S E T H:
                                 - - - - - - - - - -

               WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;

               WHEREAS, the Borrower is a member of an affiliated group of
companies that includes each other Grantor;

               WHEREAS, the proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the Borrower to make valuable
transfers to one or more of the other Grantors in connection with the operation
of their respective businesses;

               WHEREAS, the Borrower and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

               WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Lenders;

               NOW, THEREFORE, in consideration of the premises and to induce
the Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Agent, for the ratable benefit
of the Lenders, as follows:

                              SECTION 1.  DEFINED TERMS

      1.1  DEFINITIONS.  (a)  Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement, and the following terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are used
herein as so defined:  Accounts, Chattel Paper, Documents, Equipment, Farm
Products, Instruments and Inventory.


                                          1


<PAGE>

      (b)  The following terms shall have the following meanings:

      "AGREEMENT":  this Guarantee and Collateral Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

      "BORROWER OBLIGATIONS":  the collective reference to the unpaid principal
of and interest on the Loans and Reimbursement Obligations and all other
obligations and liabilities of the Borrower (including, without limitation,
interest accruing at the then applicable rate provided in the Credit Agreement
after the maturity of the Loans and Reimbursement Obligations and interest
accruing at the then applicable rate provided in the Credit Agreement after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
to the Agent or any Lender (or, in the case of any Hedge Agreement referred to
below, any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, the Credit Agreement, this
Agreement, the other Loan Documents, any Letter of Credit or any Hedge Agreement
entered into by the Borrower with any Lender (or any Affiliate of any Lender) or
any other document made, delivered or given in connection therewith, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Agent or to the Lenders that are
required to be paid by the Borrower pursuant to the terms of any of the
foregoing agreements).

      "COLLATERAL":  as defined in Section 3.

      "COLLATERAL ACCOUNT":  any collateral account established by the Agent as
provided in Section 6.1 or 6.4.

      "COPYRIGHTS":  (i) all copyrights arising under the laws of the United
States, any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished (including,
without limitation, those listed in SCHEDULE 6), all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United
States Copyright Office, and (ii) the right to obtain all renewals thereof.

      "COPYRIGHT LICENSES":  any written agreement naming any Grantor as
licensor or licensee (including, without limitation, those listed in SCHEDULE
6), granting any right under any Copyright, including, without limitation, the
grant of rights to manufacture, distribute, exploit and sell materials derived
from any Copyright.

      "GENERAL INTANGIBLES":  all "general intangibles" as such term is defined
in Section 9-106 of the Uniform Commercial Code in effect in the State of New
York on the date hereof and, in any event, including, without limitation, with
respect to any Grantor, all contracts, agreements, instruments and indentures in
any form, and portions thereof, to which such Grantor is a party or under which
such Grantor has any right, title or interest or to which such Grantor or any
property of such Grantor is subject, as the same may from time to time be
amended, supplemented or otherwise modified, including, without limitation, (i)
all rights of


                                          2


<PAGE>

such Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of such Grantor to damages arising
thereunder and (iii) all rights of such Grantor to perform and to exercise all
remedies thereunder, in each case to the extent the grant by such Grantor of a
security interest pursuant to this Agreement in its right, title and interest in
such contract, agreement, instrument or indenture is not prohibited by such
contract, agreement, instrument or indenture without the consent of any other
party thereto, would not give any other party to such contract, agreement,
instrument or indenture the right to terminate its obligations thereunder, or is
permitted with consent if all necessary consents to such grant of a security
interest have been obtained from the other parties thereto (it being understood
that the foregoing shall not be deemed to obligate such Grantor to obtain such
consents); PROVIDED, that the foregoing limitation shall not affect, limit,
restrict or impair the grant by such Grantor of a security interest pursuant to
this Agreement in any Receivable or any money or other amounts due or to become
due under any such contract, agreement, instrument or indenture.

      "GUARANTOR OBLIGATIONS":  with respect to any Guarantor, the collective
reference to (i) the Borrower Obligations and (ii) all obligations and
liabilities of such Guarantor which may arise under or in connection with this
Agreement or any other Loan Document to which such Guarantor is a party, in each
case whether on account of guarantee obligations, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to the Agent or to the Lenders that are
required to be paid by such Guarantor pursuant to the terms of this Agreement or
any other Loan Document).

      "GUARANTORS":  the collective reference to each Grantor other than the
Borrower.

      "HEDGE AGREEMENTS":  as to any Person, all interest rate swaps, caps or
collar agreements or similar arrangements entered into by such Person providing
for protection against fluctuations in interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

      "INTELLECTUAL PROPERTY":  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, the Copyrights, the Copyright Licenses, the Patents, the
Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to
sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.

      "INTERCOMPANY NOTE":  any promissory note evidencing loans made by any
Grantor to another Grantor or to any Subsidiary of the Borrower which is not a
Grantor.

      "ISSUERS":  the collective reference to each issuer of a Pledged
Security.

      "NEW YORK UCC":  the Uniform Commercial Code as from time to time in
effect in the State of New York.

      "OBLIGATIONS":  (i) in the case of the Borrower, the Borrower
Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.


                                          3


<PAGE>

      "PATENTS":  (i) all letters patent of the United States, any other
country or any political subdivision thereof, all reissues and extensions
thereof and all goodwill associated therewith, including, without limitation,
any of the foregoing referred to in SCHEDULE 6, (ii) all applications for
letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including, without limitation,
any of the foregoing referred to in SCHEDULE 6, and (iii) all rights to obtain
any reissues or extensions of the foregoing.

      "PATENT LICENSE":  all agreements, whether written or oral, providing for
the grant by or to any Grantor of any right to manufacture, use or sell any
invention covered in whole or in part by a Patent, including, without
limitation, any of the foregoing referred to in SCHEDULE 6.

      "PLEDGED NOTES":  all promissory notes listed on SCHEDULE 2, all
Intercompany Notes at any time issued to any Grantor and all other promissory
notes issued to or held by any Grantor (other than promissory notes issued in
connection with extensions of trade credit by any Grantor in the ordinary course
of business).

      "PLEDGED SECURITIES":  the collective reference to the Pledged Notes and
the Pledged Stock.

      "PLEDGED STOCK":  the shares of Capital Stock listed on SCHEDULE 2,
together with any other shares, stock certificates, options or rights of any
nature whatsoever in respect of the Capital Stock of any Person that may be
issued or granted to, or held by, any Grantor while this Agreement is in effect.

      "PROCEEDS":  all "proceeds" as such term is defined in Section 9-306(1)
of the Uniform Commercial Code in effect in the State of New York on the date
hereof and, in any event, shall include, without limitation, all dividends or
other income from the Pledged Securities, collections thereon or distributions
or payments with respect thereto.

      "RECEIVABLE":  any right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or
Chattel Paper and whether or not it has been earned by performance (including,
without limitation, any Account).

      "SECURITIES ACT":  the Securities Act of 1933, as amended.

      "TRADEMARKS":  (i) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers, and all goodwill associated
therewith, now existing or hereafter adopted or acquired, all registrations and
recordings thereof, and all applications in connection therewith, whether in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common-law rights related thereto,
including, without limitation, any of the foregoing referred to in SCHEDULE 6,
and (ii) the right to obtain all renewals thereof.

      "TRADEMARK LICENSE":  any agreement, whether written or oral, providing
for the grant by or to any Grantor of any right to use any Trademark, including,
without limitation, any of the foregoing referred to in SCHEDULE 6.


                                          4


<PAGE>

               1.2  OTHER DEFINITIONAL PROVISIONS.  (a)  The words "hereof,"
"herein", "hereto" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and Schedule references are to this
Agreement unless otherwise specified.

               (b)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

               (c)  Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.

                                SECTION 2.  GUARANTEE

               2.1  GUARANTEE.  (a)  Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Agent, for the
ratable benefit of the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Borrower when due (whether at the stated maturity, by acceleration or otherwise)
of the Borrower Obligations.

               (b)  Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

               (c)  Each Guarantor agrees that the Borrower Obligations may at
any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 2
or affecting the rights and remedies of the Agent or any Lender hereunder.

               (d)  The guarantee contained in this Section 2 shall remain in
full force and effect until all the Borrower Obligations and the obligations of
each Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding and the
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrower may be free from any Borrower
Obligations.
               (e)  No payment made by the Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by the Agent or any
Lender from the Borrower, any of the Guarantors, any other guarantor or any
other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of the Borrower Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Borrower Obligations or any payment received or
collected from such Guarantor in respect of the Borrower Obligations), remain
liable for the Borrower Obligations up to the maximum liability of such
Guarantor hereunder until the Borrower Obligations are paid in full, no Letter
of Credit shall be outstanding and the Commitments are terminated.


                                          5


<PAGE>

               2.2  RIGHT OF CONTRIBUTION.  Each Guarantor hereby agrees that
to the extent that a Guarantor shall have paid more than its proportionate share
of any payment made hereunder, such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder which has
not paid its proportionate share of such payment.  Each Guarantor's right of
contribution shall be subject to the terms and conditions of Section 2.3.  The
provisions of this Section 2.2 shall in no respect limit the obligations and
liabilities of any Guarantor to the Agent and the Lenders, and each Guarantor
shall remain liable to the Agent and the Lenders for the full amount guaranteed
by such Guarantor hereunder.

               2.3  NO SUBROGATION.  Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the Agent or any Lender, no Guarantor shall be entitled to be subrogated to any
of the rights of the Agent or any Lender against the Borrower or any other
Guarantor or any collateral security or guarantee or right of offset held by the
Agent or any Lender for the payment of the Borrower Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrower or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Agent and the Lenders by the Borrower
on account of the Borrower Obligations are paid in full, no Letter of Credit
shall be outstanding and the Commitments are terminated.  If any amount shall be
paid to any Guarantor on account of such subrogation rights at any time when all
of the Borrower Obligations shall not have been paid in full, such amount shall
be held by such Guarantor in trust for the Agent and the Lenders, segregated
from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Agent in the exact form received by such
Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in such
order as the Agent, with the consent of the Required Lenders, may determine.

               2.4  AMENDMENTS, ETC. WITH RESPECT TO THE BORROWER OBLIGATIONS.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Agent or any Lender may be rescinded by the Agent or
such Lender and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Agent or any Lender, and the Credit Agreement and the other Loan Documents
and any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the Agent
(or the Required Lenders or all Lenders, as the case may be) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by the Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released.  Neither
the Agent nor any Lender shall have any obligation to protect, secure, perfect
or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.

               2.5  GUARANTEE ABSOLUTE AND UNCONDITIONAL.  Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the Agent or
any Lender upon the guarantee contained in this Section 2 or acceptance of the
guarantee contained in this Section 2; the Borrower Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2; and all dealings


                                          6


<PAGE>

between the Borrower and any of the Guarantors, on the one hand, and the Agent
and the Lenders, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 2.  Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrower or any of
the Guarantors with respect to the Borrower Obligations.  Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Credit Agreement or
any other Loan Document, any of the Borrower Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Agent or any Lender, (b) any defense,
set-off or counterclaim (other than a defense of payment or performance) which
may at any time be available to or be asserted by the Borrower or any other
Person against the Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Borrower Obligations, or of such Guarantor
under the guarantee contained in this Section 2, in bankruptcy or in any other
instance.  When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, the Agent or any Lender may, but shall
be under no obligation to, make a similar demand on or otherwise pursue such
rights and remedies as it may have against the Borrower, any other Guarantor or
any other Person or against any collateral security or guarantee for the
Borrower Obligations or any right of offset with respect thereto, and any
failure by the Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the Agent
or any Lender against any Guarantor. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

               2.6  REINSTATEMENT.  The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by the Agent or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made.

               2.7  PAYMENTS.  Each Guarantor hereby guarantees that payments
hereunder will be paid to the Agent without set-off or counterclaim in Dollars
at the office of the Agent located at 270 Park Avenue, New York, New York 10017.

                        SECTION 3.  GRANT OF SECURITY INTEREST

               Each Grantor hereby assigns and transfers to the Agent, and
hereby grants to the Agent, for the ratable benefit of the Lenders, a security
interest in, all of the following property now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the
future may acquire any right, title or interest (collectively, the
"COLLATERAL"), as collateral


                                          7


<PAGE>

security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligations:

               (a)  all Accounts;

               (b)  all Chattel Paper;

               (c)  all Documents;

               (d)  all Equipment;

               (e)  all General Intangibles;

               (f)  all Instruments;

               (g)  all Intellectual Property;

               (h)  all Inventory;

               (i)  all Pledged Securities;

               (j)  all books and records pertaining to the Collateral; and

               (k)  to the extent not otherwise included, all Proceeds and
    products of any and all of the foregoing and all collateral security and
    guarantees given by any Person with respect to any of the foregoing.

                      SECTION 4.  REPRESENTATIONS AND WARRANTIES

               To induce the Agent and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, each Grantor hereby represents and warrants
to the Agent and each Lender that:

               4.1  REPRESENTATIONS IN CREDIT AGREEMENT.  In the case of each
Guarantor, the representations and warranties set forth in Section 5 of the
Credit Agreement as they relate to such Guarantor or to the Loan Documents to
which such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct, and the Agent and each Lender shall be entitled
to rely on each of them as if they were fully set forth herein, PROVIDED that
each reference in each such representation and warranty to the Borrower's
knowledge shall, for the purposes of this Section 4.1, be deemed to be a
reference to such Guarantor's knowledge.

               4.2  TITLE; NO OTHER LIENS.  Except for the security interest
granted to the Agent for the ratable benefit of the Lenders pursuant to this
Agreement and the other Liens permitted to exist on the Collateral by the Credit
Agreement, such Grantor owns each item of the Collateral free and clear of any
and all Liens or claims of others.  No financing statement or other public
notice with respect to all or any part of the Collateral is on file or of record
in any public office, except such as have been


                                          8


<PAGE>

filed in favor of the Agent, for the ratable benefit of the Lenders, pursuant to
this Agreement or as are permitted by the Credit Agreement.

               4.3  PERFECTED FIRST PRIORITY LIENS.  The security interests
granted pursuant to this Agreement (a) upon completion of the filings and other
actions specified on SCHEDULE 3 (which, in the case of all filings and other
documents referred to on said Schedule, have been delivered to the Agent in
completed and duly executed form) will constitute valid perfected security
interests in all of the Collateral in favor of the Agent, for the ratable
benefit of the Lenders as collateral security for such Grantor's Obligations,
enforceable in accordance with the terms hereof against all creditors of such
Grantor and any Persons purporting to purchase any Collateral from such Grantor
and (b) are prior to all other Liens on the Collateral in existence on the date
hereof except for (i) unrecorded Liens permitted by the Credit Agreement which
have priority over the Liens on the Collateral by operation of law and (ii)
Liens described on SCHEDULE 7.

               4.4  CHIEF EXECUTIVE OFFICE.  On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on SCHEDULE 4.

               4.5  INVENTORY AND EQUIPMENT.  On the date hereof, the Inventory
and the Equipment (other than mobile goods) are kept at the locations listed on
SCHEDULE 5.

               4.6  FARM PRODUCTS.  None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

               4.7  PLEDGED SECURITIES.  (a)  The shares of Pledged Stock
pledged by such Grantor hereunder constitute (i) in the case of each domestic
Issuer, all the issued and outstanding shares of all classes of the Capital
Stock of each such domestic Issuer owned by such Grantor and (ii) in the case of
each foreign Issuer, such percentage (not more than 65%) as is specified on
SCHEDULE 2 of all the issued and outstanding shares of all classes of the
Capital Stock of each such foreign Issuer.

               (b)  All the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable.

               (c)  Each of the Pledged Notes constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

               (d)  Such Grantor is the record and beneficial owner of, and has
good and marketable title to, the Pledged Securities pledged by it hereunder,
free of any and all Liens or options in favor of, or claims of, any other
Person, except the security interest created by this Agreement.

               4.8  RECEIVABLES.  (a)  No amount payable to such Grantor under
or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the Agent.

               (b)  None of the obligors on any Receivables is a Governmental
Authority.


                                          9


<PAGE>

               (c)  The amounts represented by such Grantor to the Lenders from
time to time as owing to such Grantor in respect of the Receivables will at such
times be accurate.

               4.9  INTELLECTUAL PROPERTY.  (a)  SCHEDULE 6 lists all
Intellectual Property owned by such Grantor in its own name on the date hereof.

               (b)  On the date hereof, all material Intellectual Property is
valid, subsisting, unexpired and enforceable, has not been abandoned and does
not infringe the intellectual property rights of any other Person.

               (c)  Except as set forth in SCHEDULE 6, on the date hereof, none
of the Intellectual Property is the subject of any licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor.

               (d)  No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

               (e)  No action or proceeding is pending, or, to the knowledge of
such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or
question the validity of any Intellectual Property or such Grantor's ownership
interest therein, or (ii) which, if adversely determined, would have a material
adverse effect on the value of any Intellectual Property.

                                SECTION 5.  COVENANTS

               Each Grantor covenants and agrees with the Agent and the Lenders
that, from and after the date of this Agreement until the Obligations shall have
been paid in full, no Letter of Credit shall be outstanding and the Commitments
shall have terminated:

               5.1  COVENANTS IN CREDIT AGREEMENT.  In the case of each
Guarantor, such Guarantor shall take, or shall refrain from taking, as the case
may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.

               5.2  DELIVERY OF INSTRUMENTS AND CHATTEL PAPER.  If any amount
payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper
shall be immediately delivered to the Agent, duly indorsed in a manner
satisfactory to the Agent, to be held as Collateral pursuant to this Agreement.

               5.3  MAINTENANCE OF INSURANCE.  (a)  Such Grantor will maintain,
with financially sound and reputable companies, insurance policies (i) insuring
the Inventory and Equipment against loss by fire, explosion, theft and such
other casualties as may be reasonably satisfactory to the Agent and (ii) to the
extent requested by the Agent, insuring such Grantor, the Agent and the Lenders
against liability for personal injury and property damage relating to such
Inventory and Equipment, such policies to be in such form and amounts and having
such coverage as may be reasonably satisfactory to the Agent and the Lenders.


                                          10


<PAGE>

               (b)  All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least 30 days after receipt by the Agent of written notice
thereof, (ii) name the Agent as insured party or loss payee, (iii) if reasonably
requested by the Agent, include a breach of warranty clause and (iv) be
reasonably satisfactory in all other respects to the Agent.

               (c)  The Borrower shall deliver to the Agent and the Lenders a
report of a reputable insurance broker with respect to such insurance during the
month of March, or such other month as the Agent and the Borrower shall
reasonably agree upon, in each calendar year and such supplemental reports with
respect thereto as the Agent may from time to time reasonably request.

               5.4  PAYMENT OF OBLIGATIONS.  Such Grantor will pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and governmental charges
or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of such Grantor and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Collateral
or any interest therein.

               5.5  MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTTION.  (a)  Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

               (b)  Such Grantor will furnish to the Agent and the Lenders from
time to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the Agent
may reasonably request, all in reasonable detail.

               (c)  At any time and from time to time, upon the written request
of the Agent, and at the sole expense of such Grantor, such Grantor will
promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Agent may
reasonably request for the purpose of obtaining or preserving the full benefits
of this Agreement and of the rights and powers herein granted, including,
without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code (or other similar laws) in effect in any
jurisdiction with respect to the security interests created hereby.

               5.6  CHANGES IN LOCATIONS, NAME, ETC.  Such Grantor will not,
except upon 15 days' prior written notice to the Agent and delivery to the Agent
of (a) all additional executed financing statements and other documents
reasonably requested by the Agent to maintain the validity, perfection and
priority of the security interests provided for herein and (b) if applicable, a
written supplement to SCHEDULE 5 showing any additional location at which
Inventory or Equipment shall be kept:

               (i) permit any of the Inventory or Equipment to be kept at a
    location other than those listed on SCHEDULE 5;


                                          11


<PAGE>

               (ii) change the location of its chief executive office or sole
    place of business from that referred to in Section 4.4; or

               (iii) change its name, identity or corporate structure to such
    an extent that any financing statement filed by the Agent in connection
    with this Agreement would become misleading.

               5.7  NOTICES.  Such Grantor will advise the Agent and the
Lenders promptly, in reasonable detail, of:

               (a) any Lien (other than security interests created hereby or
Liens permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Agent to exercise any of its remedies
hereunder; and

               (b) the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.

               5.8  PLEDGED SECURITIES.  (a)  If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Agent and the Lenders, hold the same in trust for the
Agent and the Lenders and deliver the same forthwith to the Agent in the exact
form received, duly indorsed by such Grantor to the Agent, if required, together
with an undated stock power covering such certificate duly executed in blank by
such Grantor and with, if the Agent so requests, signature guaranteed, to be
held by the Agent, subject to the terms hereof, as additional collateral
security for the Obligations.  Any sums paid upon or in respect of the Pledged
Securities upon the liquidation or dissolution of any Issuer shall be paid over
to the Agent to be held by it hereunder as additional collateral security for
the Obligations, and in case any distribution of capital shall be made on or in
respect of the Pledged Securities or any property shall be distributed upon or
with respect to the Pledged Securities pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall, unless otherwise subject to a
perfected security interest in favor of the Agent, be delivered to the Agent to
be held by it hereunder as additional collateral security for the Obligations.
If any sums of money or property so paid or distributed in respect of the
Pledged Securities shall be received by such Grantor, such Grantor shall, until
such money or property is paid or delivered to the Agent, hold such money or
property in trust for the Lenders, segregated from other funds of such Grantor,
as additional collateral security for the Obligations.

               (b)  Without the prior written consent of the Agent, such
Grantor will not (i) vote to enable, or take any other action to permit, any
Issuer to issue any stock or other equity securities of any nature or to issue
any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Securities or Proceeds thereof (except
pursuant to a transaction expressly permitted by the Credit Agreement), (iii)
create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect


                                          12


<PAGE>

to, any of the Pledged Securities or Proceeds thereof, or any interest therein,
except for the security interests created by this Agreement or (iv) enter into
any agreement or undertaking restricting the right or ability of such Grantor or
the Agent to sell, assign or transfer any of the Pledged Securities or Proceeds
thereof.

               (c)  In the case of each Grantor which is an Issuer, such Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the
Pledged Securities issued by it and will comply with such terms insofar as such
terms are applicable to it, (ii) it will notify the Agent promptly in writing of
the occurrence of any of the events described in Section 5.8(a) with respect to
the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and
6.7 shall apply to it, MUTATIS MUTANDIS, with respect to all actions that may be
required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged
Securities issued by it.

               5.9  RECEIVABLES.  (a)  Other than in the ordinary course of
business consistent with its past practice, such Grantor will not (i) grant any
extension of the time of payment of any Receivable, (ii) compromise or settle
any Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

               (b)  Such Grantor will deliver to the Agent a copy of each
material demand, notice or document received by it that questions or calls into
doubt the validity or enforceability of more than 5% of the aggregate amount of
the then outstanding Receivables.

               5.10  INTELLECTUAL PROPERTY.  (a)  Such Grantor (either itself
or through licensees) will (i) continue to use each material Trademark on each
and every trademark class of goods applicable to its current line as reflected
in its current catalogs, brochures and price lists in order to maintain such
Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Agent, for the ratable benefit of the
Lenders, shall obtain a perfected security interest in such mark pursuant to
this Agreement, and (v) not (and not permit any licensee or sublicensee thereof
to) do any act or knowingly omit to do any act whereby such Trademark may become
invalidated or impaired in any way.

               (b)  Such Grantor (either itself or through licensees) will not
do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public.

               (c)  Such Grantor (either itself or through licensees) (i) will
employ each material Copyright and (ii) will not (and will not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby any material portion of the Copyrights may become invalidated or
otherwise impaired.  Such Grantor will not (either itself or through licensees)
do any act whereby any material portion of the Copyrights may fall into the
public domain.

               (d)  Such Grantor (either itself or through licensees) will not
do any act that knowingly uses any material Intellectual Property to infringe
the intellectual property rights of any other Person.


                                          13


<PAGE>

               (e)  Such Grantor will notify the Agent and the Lenders
immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.

               (f)  Whenever such Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, such Grantor
shall report such filing to the Agent within five Business Days after the last
day of the fiscal quarter in which such filing occurs. Upon request of the
Agent, such Grantor shall execute and deliver, and have recorded, any and all
agreements, instruments, documents, and papers as the Agent may request to
evidence the Agent's and the Lenders' security interest in any Copyright, Patent
or Trademark and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby.

               (g)  Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

               (h)  In the event that any material Intellectual Property is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the Agent
after it learns thereof and sue for infringement, misappropriation or dilution,
to seek injunctive relief where appropriate and to recover any and all damages
for such infringement, misappropriation or dilution.

                           SECTION 6.  REMEDIAL PROVISIONS

               6.1  CERTAIN MATTERS RELATING TO RECEIVABLES.  (a)  The Agent
shall have the right to make test verifications of the Receivables in any manner
and through any medium that it reasonably considers advisable, and each Grantor
shall furnish all such assistance and information as the Agent may require in
connection with such test verifications.  At any time and from time to time,
upon the Agent's request and at the expense of the relevant Grantor, such
Grantor shall cause independent public accountants or others satisfactory to the
Agent to furnish to the Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables.

               (b)  The Agent hereby authorizes each Grantor to collect such
Grantor's Receivables, subject to the Agent's direction and control, and the
Agent may curtail or terminate said authority at any time after the occurrence
and during the continuance of an Event of Default.  If required by the Agent at
any time after the occurrence and during the continuance of an Event of Default,
any


                                          14


<PAGE>

payments of Receivables, when collected by any Grantor, (i) shall be forthwith
(and, in any event, within two Business Days) deposited by such Grantor in the
exact form received, duly indorsed by such Grantor to the Agent if required, in
a Collateral Account maintained under the sole dominion and control of the
Agent, subject to withdrawal by the Agent for the account of the Lenders only as
provided in Section , and (ii) until so turned over, shall be held by such
Grantor in trust for the Agent and the Lenders, segregated from other funds of
such Grantor.  Each such deposit of Proceeds of Receivables shall be accompanied
by a report identifying in reasonable detail the nature and source of the
payments included in the deposit.

               (c)  At the Agent's request, each Grantor shall deliver to the
Agent all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to the Receivables, including,
without limitation, all original orders, invoices and shipping receipts.

               6.2  COMMUNICATIONS WITH OBLIGORS; GRANTORS REMAIN LIABLE.   (a)
The Agent in its own name or in the name of others may at any time communicate
with obligors under the Receivables to verify with them to the Agent's
satisfaction the existence, amount and terms of any Receivables.

               (b)  Upon the request of the Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor shall
notify obligors on the Receivables that the Receivables and the Contracts have
been assigned to the Agent for the ratable benefit of the Lenders and that
payments in respect thereof shall be made directly to the Agent.

               (c)  Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Receivables to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. Neither the Agent nor any Lender shall have any obligation or liability
under any Receivable (or any agreement giving rise thereto), by reason of or
arising out of this Agreement or the receipt by the Agent or any Lender of any
payment relating thereto, nor shall the Agent or any Lender be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or
as to the sufficiency of any performance by any party thereunder, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

               6.3  PLEDGED STOCK.  (a)  Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given notice to the relevant
Grantor of the Agent's intent to exercise its corresponding rights pursuant to
Section 6.3(b), each Grantor shall be permitted to receive all cash dividends
paid in respect of the Pledged Stock and all payments made in respect of the
Pledged Notes, in each case paid in the normal course of business of the
relevant Issuer and consistent with past practice and to exercise all voting and
corporate rights with respect to the Pledged Securities; PROVIDED, HOWEVER, that
no vote shall be cast or corporate right exercised or other action taken which,
in the Agent's reasonable judgment, would impair the Collateral or which would
be inconsistent with or result in any violation of any provision of the Credit
Agreement, this Agreement or any other Loan Document.

               (b)  If an Event of Default shall occur and be continuing and
the Agent shall give notice of its intent to exercise such rights to the
relevant Grantor or Grantors, (i) the Agent shall have


                                          15


<PAGE>

the right to receive any and all cash dividends, payments or other Proceeds paid
in respect of the Pledged Securities and make application thereof to the
Obligations in such order as the Agent may determine, and (ii) any or all of the
Pledged Securities shall be registered in the name of the Agent or its nominee,
and the Agent or its nominee may thereafter exercise (x) all voting, corporate
and other rights pertaining to such Pledged Securities at any meeting of
shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all
rights of conversion, exchange and subscription and any other rights, privileges
or options pertaining to such Pledged Securities as if it were the absolute
owner thereof (including, without limitation, the right to exchange at its
discretion any and all of the Pledged Securities upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate
structure of any Issuer, or upon the exercise by any Grantor or the Agent of any
right, privilege or option pertaining to such Pledged Securities, and in
connection therewith, the right to deposit and deliver any and all of the
Pledged Securities with any committee, depositary, transfer agent, registrar or
other designated agency upon such terms and conditions as the Agent may
determine), all without liability except to account for property actually
received by it, but the Agent shall have no duty to any Grantor to exercise any
such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.

               (c)  Each Grantor hereby authorizes and instructs each Issuer of
any Pledged Securities pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Agent in writing that (x) states that an
Event of Default has occurred and is continuing and (y) is otherwise in
accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall
be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Pledged Securities directly to the Agent.

               6.4  PROCEEDS TO BE TURNED OVER TO AGENT.  In addition to the
rights of the Agent and the Lenders specified in Section 6.1 with respect to
payments of Receivables, if an Event of Default shall occur and be continuing
and the Agent shall give notice of its intent to exercise such rights to the
relevant Grantor or Grantors, all Proceeds received by any Grantor consisting of
cash, checks and Cash Equivalents shall be held by such Grantor in trust for the
Agent and the Lenders, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, be turned over to the Agent in the exact
form received by such Grantor (duly indorsed by such Grantor to the Agent, if
required).  All Proceeds received by the Agent hereunder shall be held by the
Agent in a Collateral Account maintained under its sole dominion and control.
All Proceeds while held by the Agent in a Collateral Account (or by such Grantor
in trust for the Agent and the Lenders) shall continue to be held as collateral
security for all the Obligations and shall not constitute payment thereof until
applied as provided in Section .

               6.5  APPLICATION OF PROCEEDS.  At such intervals as may be
agreed upon by the Borrower and the Agent, or, if an Event of Default shall have
occurred and be continuing, at any time at the Agent's election, the Agent may
apply all or any part of Proceeds held in any Collateral Account in payment of
the Obligations in such order as the Agent, with the consent of the Required
Lenders, may elect, and any part of such funds which the Agent, with the consent
of the Required Lenders, elects not so to apply and deems not required as
collateral security for the Obligations shall be paid over from time to time by
the Agent to the Borrower or to whomsoever may be lawfully entitled to receive
the same.  Any balance of such Proceeds remaining after the Obligations shall
have been paid in full, no Letters of Credit shall be outstanding and the
Commitments shall have terminated shall be paid over to the Borrower or to
whomsoever may be lawfully entitled to receive the same.


                                          16


<PAGE>

               6.6  CODE AND OTHER REMEDIES.  If an Event of Default shall
occur and be continuing, the Agent, on behalf of the Lenders, may exercise, in
addition to all other rights and remedies granted to them in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law.  Without limiting the generality of the foregoing,
the Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or office of the Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or any Lender shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or
equity of redemption in any Grantor, which right or equity is hereby waived and
released. Each Grantor further agrees, at the Agent's request, to assemble the
Collateral and make it available to the Agent at places which the Agent shall
reasonably select, whether at such Grantor's premises or elsewhere.  The Agent
shall apply the net proceeds of any action taken by it pursuant to this Section
6.6, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Agent
and the Lenders hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations,
in such order as the Agent, with the consent of the Required Lenders, may elect,
and only after such application and after the payment by the Agent of any other
amount required by any provision of law, including, without limitation, Section
9-504(1)(c) of the New York UCC, need the Agent account for the surplus, if any,
to any Grantor.  To the extent permitted by applicable law, each Grantor waives
all claims, damages and demands it may acquire against the Agent or any Lender
arising out of the exercise by them of any rights hereunder.  If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.

               6.7  REGISTRATION RIGHTS.  (a)  If the Agent shall determine to
exercise its right to sell any or all of the Pledged Stock pursuant to Section
6.6, and if in the opinion of the Agent it is necessary or advisable to have the
Pledged Stock, or that portion thereof to be sold, registered under the
provisions of the Securities Act, the relevant Grantor will cause the Issuer
thereof to (i) execute and deliver, and cause the directors and officers of such
Issuer to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts as may be, in the opinion of the Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus which, in the
opinion of the Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto.  Each Grantor agrees to
cause such Issuer to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Agent shall designate and to make
available to its security holders, as soon as


                                          17


<PAGE>

practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.

               (b)  Each Grantor recognizes that the Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof.  Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner.  The Agent shall
be under no obligation to delay a sale of any of the Pledged Stock for the
period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

      (c)  Each Grantor agrees to use its best efforts to do or cause to be
done all such other acts as may be necessary to make such sale or sales of all
or any portion of the Pledged Stock pursuant to this Section 6.7 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor further agrees that a breach of any of the covenants contained in
this Section 6.7 will cause irreparable injury to the Agent and the Lenders,
that the Agent and the Lenders have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this
Section 6.7 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 Event of
Default has occurred under the Credit Agreement.

               6.8  WAIVER; DEFICIENCY.  Each Grantor waives and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
New York UCC.  Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Agent or any Lender to collect such deficiency.

                                SECTION 7.  THE AGENT

               7.1  AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.  (a)  Each
Grantor hereby irrevocably constitutes and appoints the Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or in its own name, for
the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the
Agent the power and right, on behalf of such Grantor, without notice to or
assent by such Grantor, to do any or all of the following:

               (i)  in the name of such Grantor or its own name, or otherwise,
    take possession of and indorse and collect any checks, drafts, notes,
    acceptances or other instruments for the payment


                                          18


<PAGE>

    of moneys due under any Receivable or with respect to any other Collateral
    and file any claim or take any other action or proceeding in any court of
    law or equity or otherwise deemed appropriate by the Agent for the purpose
    of collecting any and all such moneys due under any Receivable or with
    respect to any other Collateral whenever payable;

               (ii)  in the case of any Intellectual Property, execute and
    deliver, and have recorded, any and all agreements, instruments, documents
    and papers as the Agent may request to evidence the Agent's and the
    Lenders' security interest in such Intellectual Property and the goodwill
    and general intangibles of such Grantor relating thereto or represented
    thereby;

               (iii)  pay or discharge taxes and Liens levied or placed on or
    threatened against the Collateral, effect any repairs or any insurance
    called for by the terms of this Agreement and pay all or any part of the
    premiums therefor and the costs thereof;

               (iv)  execute, in connection with any sale provided for in
    Section 6.6 or 6.7, any indorsements, assignments or other instruments of
    conveyance or transfer with respect to the Collateral; and

               (v)  (1) direct any party liable for any payment under any of
    the Collateral to make payment of any and all moneys due or to become due
    thereunder directly to the Agent or as the Agent shall direct; (2) ask or
    demand for, collect, and receive payment of and receipt for, any and all
    moneys, claims and other amounts due or to become due at any time in
    respect of or arising out of any Collateral; (3) sign and indorse any
    invoices, freight or express bills, bills of lading, storage or warehouse
    receipts, drafts against debtors, assignments, verifications, notices and
    other documents in connection with any of the Collateral; (4) commence and
    prosecute any suits, actions or proceedings at law or in equity in any
    court of competent jurisdiction to collect the Collateral or any portion
    thereof and to enforce any other right in respect of any Collateral; (5)
    defend any suit, action or proceeding brought against such Grantor with
    respect to any Collateral; (6) settle, compromise or adjust any such suit,
    action or proceeding and, in connection therewith, give such discharges or
    releases as the Agent may deem appropriate; (7) assign any Copyright,
    Patent or Trademark (along with the goodwill of the business to which any
    such Copyright, Patent or Trademark pertains), throughout the world for
    such term or terms, on such conditions, and in such manner, as the Agent
    shall in its sole discretion determine; and (8) generally, sell, transfer,
    pledge and make any agreement with respect to or otherwise deal with any of
    the Collateral as fully and completely as though the Agent were the
    absolute owner thereof for all purposes, and do, at the Agent's option and
    such Grantor's expense, at any time, or from time to time, all acts and
    things which the Agent deems necessary to protect, preserve or realize upon
    the Collateral and the Agent's and the Lenders' security interests therein
    and to effect the intent of this Agreement, all as fully and effectively as
    such Grantor might do.

               Anything in this Section 7.1(a) to the contrary notwithstanding,
the Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

               (b)  If any Grantor fails to perform or comply with any of its
agreements contained herein, the Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.


                                          19


<PAGE>

               (c)  The expenses of the Agent incurred in connection with
actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due ABR Loans under the Credit Agreement, from the date
of payment by the Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the Agent on demand.

               (d)  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.

               7.2  DUTY OF AGENT.  The Agent's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the New York UCC or otherwise, shall be to
deal with it in the same manner as the Agent deals with similar property for its
own account.  Neither the Agent, any Lender nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any 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 any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.  The powers
conferred on the Agent and the Lenders hereunder are solely to protect the
Agent's and the Lenders' interests in the Collateral and shall not impose any
duty upon the Agent or any Lender to exercise any such powers.  The Agent and
the Lenders shall be accountable only for amounts that they actually receive 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.

               7.3  EXECUTION OF FINANCING STATEMENTS.  Pursuant to Section
9-402 of the New York UCC and any other applicable law, each Grantor authorizes
the Agent to file or record financing statements and other filing or recording
documents or instruments with respect to the Collateral without the signature of
such Grantor in such form and in such offices as the Agent reasonably determines
appropriate to perfect the security interests of the Agent under this Agreement.
A photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.

               7.4  AUTHORITY OF AGENT.  Each Grantor acknowledges that the
rights and responsibilities of the Agent under this Agreement with respect to
any action taken by the Agent or the exercise or non-exercise by the Agent of
any option, voting right, request, judgment or other right or remedy provided
for herein or resulting or arising out of this Agreement shall, as between the
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Agent and the Grantors, the Agent shall be conclusively presumed
to be acting as agent for the Lenders with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

                              SECTION 8.  MISCELLANEOUS


                                          20


<PAGE>

               8.1  AMENDMENTS IN WRITING.  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with subsection 11.1 of the Credit Agreement.

               8.2  NOTICES.  All notices, requests and demands to or upon the
Agent or any Grantor hereunder shall be effected in the manner provided for in
subsection 11.2 of the Credit Agreement; PROVIDED that any such notice, request
or demand to or upon any Guarantor shall be addressed to such Guarantor at its
notice address set forth on SCHEDULE 1.

               8.3  NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE REMEDIES.
Neither the Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default.  No failure to exercise, nor any delay in
exercising, on the part of the Agent or any Lender, any right, power or
privilege hereunder shall operate as a waiver thereof.  No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the Agent or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Agent
or such Lender would otherwise have on any future occasion.  The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.

               8.4  ENFORCEMENT EXPENSES; INDEMNIFICATION.  (a)  Each Guarantor
agrees to pay or reimburse each Lender and the Agent for all its costs and
expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the reasonable fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Agent.

               (b)  Each Guarantor agrees to pay, and to save the Agent and the
Lenders harmless from, any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral
or in connection with any of the transactions contemplated by this Agreement.

               (c)  Each Guarantor agrees to pay, and to save the Agent and the
Lenders harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement to the extent the Borrower
would be required to do so pursuant to subsection 11.5 of the Credit Agreement.

               (d)  The agreements in this Section 8.4 shall survive repayment
of the Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.

               8.5  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding
upon the successors and assigns of each Grantor and shall inure to the benefit
of the Agent and the Lenders and their successors and assigns; PROVIDED that no
Grantor may assign, transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Agent.


                                          21


<PAGE>

               8.6  SET-OFF.  Each Grantor hereby irrevocably authorizes the
Agent and each Lender at any time and from time to time while an Event of
Default pursuant to subsection 9(a) of the Credit Agreement shall have occurred
and be continuing, without notice to such Grantor or any other Grantor, any such
notice being expressly waived by each Grantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Agent or such Lender to
or for the credit or the account of such Grantor, or any part thereof in such
amounts as the Agent or such Lender may elect, against and on account of the
obligations and liabilities of such Grantor to the Agent or such Lender
hereunder and claims of every nature and description of the Agent or such Lender
against such Grantor, in any currency, whether arising hereunder, under the
Credit Agreement, any other Loan Document or otherwise, as the Agent or such
Lender may elect, whether or not the Agent or any Lender has made any demand for
payment and although such obligations, liabilities and claims may be contingent
or unmatured.  The Agent and each Lender shall notify such Grantor promptly of
any such set-off and the application made by the Agent or such Lender of the
proceeds thereof, PROVIDED that the failure to give such notice shall not affect
the validity of such set-off and application.  The rights of the Agent and each
Lender under this Section 8.6 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Agent or such
Lender may have.

               8.7  COUNTERPARTS.  This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

               8.8  SEVERABILITY.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

               8.9  SECTION HEADINGS.  The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

               8.10  INTEGRATION.  This Agreement and the other Loan Documents
represent the agreement of the Grantors, the Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Agent or any Lender relative
to subject matter hereof and thereof not expressly set forth or referred to
herein or in the other Loan Documents.

               8.11  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

               8.12  SUBMISSION TO JURISDICTION; WAIVERS.  Each Grantor hereby
irrevocably and unconditionally:


                                          22


<PAGE>

               (a)  submits for itself and its property in any legal action or
    proceeding relating to this Agreement and the other Loan Documents to which
    it is a party, or for recognition and enforcement of any judgment in
    respect thereof, to the non-exclusive general jurisdiction of the Courts of
    the State of New York, the courts of the United States of America for the
    Southern District of New York, and appellate courts from any thereof;

               (b)  consents that any such action or proceeding may be brought
    in such courts and waives any objection that it may now or hereafter have
    to the venue of any such action or proceeding in any such court or that
    such action or proceeding was brought in an inconvenient court and agrees
    not to plead or claim the same;

               (c)  agrees that service of process in any such action or
    proceeding may be effected by mailing a copy thereof by registered or
    certified mail (or any substantially similar form of mail), postage
    prepaid, to such Grantor at its address referred to in Section 8.2 or at
    such other address of which the Agent shall have been notified pursuant
    thereto;

               (d)  agrees that nothing herein shall affect the right to effect
    service of process in any other manner permitted by law or shall limit the
    right to sue in any other jurisdiction; and

               (e)  waives, to the maximum extent not prohibited by law, any
    right it may have to claim or recover in any legal action or proceeding
    referred to in this Section any special, exemplary, punitive or
    consequential damages.

               8.13  ACKNOWLEDGEMENTS.  Each Grantor hereby acknowledges that:

               (a)  it has been advised by counsel in the negotiation,
    execution and delivery of this Agreement and the other Loan Documents to
    which it is a party;

               (b)  neither the Agent nor any Lender has any fiduciary
    relationship with or duty to any Grantor arising out of or in connection
    with this Agreement or any of the other Loan Documents, and the
    relationship between the Grantors, on the one hand, and the Agent and
    Lenders, on the other hand, in connection herewith or therewith is solely
    that of debtor and creditor; and

               (c)  no joint venture is created hereby or by the other Loan
    Documents or otherwise exists by virtue of the transactions contemplated
    hereby among the Lenders or among the Grantors and the Lenders.

               8.14  WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

               8.15  ADDITIONAL GRANTORS.  Each Subsidiary of the Borrower that
is required to become a party to this Agreement pursuant to subsection 7.9 of
the Credit Agreement shall become a Grantor for all purposes of this Agreement
upon execution and delivery by such Subsidiary of an Assumption Agreement in the
form of Annex 1 hereto.


                                          23


<PAGE>

               8.16  RELEASES.  (a)  At such time as the Loans, the
Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to survive
such termination) of the Agent and each Grantor hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Grantors.  At the request and
sole expense of any Grantor following any such termination, the Agent shall
deliver to such Grantor any Collateral held by the Agent hereunder, and execute
and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.

               (b)  If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Agent, at the request and sole expense of such Grantor,
shall execute and deliver to such Grantor all releases or other documents
reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral.  At the request and sole expense of the Borrower, a Guarantor
shall be released from its obligations hereunder in the event that all the
Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed
of in a transaction permitted by the Credit Agreement; PROVIDED that the
Borrower shall have delivered to the Agent, at least ten Business Days prior to
the date of the proposed release, a written request for release identifying the
relevant Guarantor and the terms of the sale or other disposition in reasonable
detail, including the price thereof and any expenses in connection therewith,
together with a certification by the Borrower stating that such transaction is
in compliance with the Credit Agreement and the other Loan Documents.


                                          24


<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.

                             AFTERMARKET TECHNOLOGY CORP.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             RPM MERIT, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             AARON'S AUTOMOTIVE PRODUCTS, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             MAMCO CONVERTERS, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             H.T.P., INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             CRS HOLDINGS CORP.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             COMPONENT REMANUFACTURING SPECIALISTS, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             TRANZPARTS, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer


                                          25


<PAGE>

                             DIVERCO ACQUISITION CORP.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             DIVERCO, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             ATC COMPONENTS, INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             REPCO ACQUISITION CORP.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             REPLACEMENT AND EXCHANGE PARTS
                             CO., INC.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer

                             TRANZPARTS ACQUISITION CORP.

                             By:
                                -----------------------------------------------
                                  Stephen J. Perkins, Chief Executive Officer


                                          26