COLLATERAL PLEDGE

                             AND SECURITY AGREEMENT

                  This  COLLATERAL  PLEDGE AND SECURITY  AGREEMENT (this "PLEDGE
AGREEMENT")  is  made  and  entered  into as of May 13,  1997 by and  among  GST
EQUIPMENT  FUNDING,  INC., a Delaware  corporation (the  "PLEDGOR"),  having its
principal  office at 4317 N.E.  Thurston Way,  Vancouver,  Washington  98662, in
favor of United States Trust Company of New York ("U.S.  TRUST"),  a banking and
trust  company duly  organized  and existing  under the laws of the State of New
York, having an office at 114 West 47th Street, New York, N.Y. 10036, as trustee
(the "TRUSTEE") for the holders (the "HOLDERS") of the Notes (as defined herein)
issued by the Pledgor under the Indenture referred to below.

                               W I T N E S S E T H

                  WHEREAS,   the  Pledgor,  GST   Telecommunications,   Inc.,  a
corporation organized under the federal laws of Canada ("GST"), GST USA, Inc., a
Delaware  corporation ("GST USA") and the Trustee have entered into that certain
indenture  dated as of the date hereof (as amended,  restated,  supplemented  or
otherwise  modified from time to time, the  "INDENTURE"),  pursuant to which the
Pledgor is issuing  $265,000,000  in aggregate  principal  amount of its 13 1/4%
Senior Secured Notes due 2007 (the "NOTES") on the date hereof (the "OFFERING");

                  WHEREAS, in consideration for the Pledgor making the financing
from the  Offering  available  to GST USA and for the Pledgor  facilitating  the
purchase  of  equipment  for GST  USA,  GST USA has  agreed  to pay any  fees or
expenses incurred by the Pledgor in connection  therewith and in support of such
obligations  GST USA has  issued  to  Pledgor  a $35  million  principal  amount
promissory  note (the "INITIAL  NOTE"),  guaranteed  by GST,  which Initial Note
shall be pledged to the  Trustee  for the  benefit of the  Holders to secure the
Pledgor's obligations under the Indenture and the Notes;

                  WHEREAS,  the  Pledgor  is  required  to  apply  approximately
$93,800,000  of  the  net  proceeds  of  the  Offering  to  acquire   Collateral
Investments  (as  defined  below)  which will be  pledged to the  Trustee on the
Closing Date, to be held by the Trustee for the benefit of the Holders to secure
the Pledgor's obligations under the Indenture and the Notes;

                  WHEREAS,  the Pledgor is  permitted to use the proceeds of the
Collateral  Investments (i) from time to time pay the cost  (including,  without
limitation,  the  cost  of  design,  development,   construction,   acquisition,
installation and integration) (the "Acquired

<PAGE>


Equipment  Cost") of the  Acquired  Equipment  (as  defined  below) and sell the
Acquired  Equipment to GST USA in exchange for indebtedness (the "PLEDGED DEBT")
of GST USA in a principal  amount  equal to the  Acquired  Equipment  Cost to be
evidenced by one or more  Intercompany  Notes (as defined below) and (ii) on the
Closing  Date to loan up to $50  million  to GST USA to  refinance  indebtedness
("ACQUIRED EQUIPMENT DEBT") secured by Acquired Equipment initially purchased by
GST USA or its affiliates  after November 1, 1996, in exchange for  Intercompany
Notes in a principal amount equal to the Acquired  Equipment Debt (provided that
the  principal  amount  shall not  exceed  the  Acquired  Equipment  Cost of the
Acquired   Equipment  securing  the  Acquired  Equipment  Debt);  all  of  which
Intercompany  Notes  shall also be pledged to the Trustee for the benefit of the
Holders to secure the Pledgor's obligations under the Indenture and the Notes;

                  WHEREAS,  the Pledgor is required to (i) purchase or cause the
purchase of Government  Securities  (as defined below) in an amount that will be
sufficient upon receipt of scheduled  interest and principal payments in respect
thereof,  in  the  opinion  of  a  nationally  recognized  firm  of  independent
accountants selected by the Pledgor and delivered to the Trustee, to provide for
payment of the first six scheduled  interest  payments due on the Notes and (ii)
place such Government Securities (or cause them to be placed) in an account held
by the Trustee for the benefit of Holders of the Notes; and

                  WHEREAS,  the Pledgor  has opened a  securities  account  (the
"COLLATERAL  INVESTMENTS  ACCOUNT") with Morgan Stanley Asset  Management,  Inc.
("MSAM")  at its  office at 1221  Avenue of the  Americas,  New York,  NY 10020,
Account No.  030-815849  in the name of the Pledgor but under the sole  dominion
and control of the Trustee and subject to the terms of this Pledge Agreement;

                  WHEREAS,  the Pledgor  has opened a  securities  account  (the
"INTEREST  ACCOUNT") with USTrust at its office at 114 W. 47th Street, New York,
NY 10036,  Account  No.  04713200  in the name of the Pledgor but under the sole
dominion  and  control of the  Trustee  and  subject to the terms of this Pledge
Agreement; and

                  WHEREAS,  to secure  the  obligations  of the  Pledgor  now or
hereafter  existing  under the Indenture  and the Notes  whether for  principal,
premium, interest, fees, expenses or otherwise (the "OBLIGATIONS"),  the Pledgor
has agreed to (i) pledge to the Trustee for its benefit and the ratable  benefit
of the Holders,  a security interest in the Collateral (as hereinafter  defined)
and (ii)  execute  and  deliver  this  Pledge  Agreement  in order to secure the
payment and performance by the Pledgor of all the Obligations. Capitalized terms
used herein and not otherwise  defined  herein shall have the meanings  given to
such terms in the Indenture.

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<PAGE>
                                    AGREEMENT

                  NOW,  THEREFORE,  in  consideration  of  the  premises  herein
contained, and in order to induce the Holders to purchase the Notes, the Pledgor
and the Trustee hereby agree, for the benefit of the Trustee and for the ratable
benefit of the Holders, as follows:

                  SECTION 1.  DEFINITIONS; APPOINTMENT; DEPOSIT AND INVESTMENT.

                  1.1.     DEFINITIONS.

                  "AMENDED  BOOK-ENTRY  REGULATIONS" means 31 C.F.R. Part 357 as
         amended  by  the  amendments  thereto   promulgated  at  61  Fed.  Reg.
         43626-43638 (August 23, 1996).

                  "CASH  EQUIVALENTS"  means  U.S.  Government  Obligations,  as
         defined in the Indenture.

                  "OFFICER'S CERTIFICATE" shall mean a certificate signed by the
         Chairman  of the Board,  the  President  or any Vice  President  of the
         Pledgor (a)(i) stating (A) the amount of funds needed by the Pledgor to
         pay  the  Acquired  Equipment  Cost  of any  Acquired  Equipment  to be
         purchased  by the  Pledgor  and  confirming  that the  cost of  design,
         development, construction, installation and integration of all Acquired
         Equipment will not exceed 50% of the aggregate  Acquired Equipment Cost
         of such Acquired Equipment; (B) that GST USA has entered into a legally
         binding and  enforceable  agreement (a "PURCHASE  AGREEMENT")  with the
         Pledgor to purchase  promptly,  but in no event later than the earliest
         date such Acquired  Equipment  can be  commercially  operational,  such
         Acquired Equipment in exchange for indebtedness with a principal amount
         equal to the  Acquired  Equipment  Cost and that bears  interest at 200
         basis points above the rate equal to that of the Notes and evidenced by
         an Intercompany Note in the form of Exhibit D hereto, guaranteed by GST
         under a Guaranty  in the form of  Exhibit  F, and (C) that the  Pledgor
         will pledge the Intercompany Note to the Trustee for the benefit of the
         Holders,  and  (ii)  having  attached  thereto,  an  invoice  or  other
         appropriate  documentation  for  the  Acquired  Equipment  stating  the
         Acquired  Equipment  Cost  to be  paid or (b) in  connection  with  the
         refinancing  on the  date  hereof  of up to  $50  million  of  Acquired
         Equipment  Debt  stating  (A)  the  principal  amount  of the  Acquired
         Equipment Debt to be refinanced by the Pledgor and confirming  that (x)
         the  Acquired  Equipment  securing  such  Acquired  Equipment  Debt was
         initially purchased by GST USA or its affiliates after November 1, 1996
         and (y) the Acquired  Equipment Cost of such Acquired  Equipment was at
         least equal to the principal amount of such Intercompany Notes.

                  "QUALIFIED  FINANCIAL   INSTITUTION"  shall  mean  any  person
         meeting the minimum  requirements  imposed upon the Trustee pursuant to
         Section 7.10 of the Indenture.

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<PAGE>

                  "REVISED  ARTICLE 8" has the  meaning set forth in ss.357.2 of
         the Amended Book- Entry Regulations.

                  "TRUSTEE"  shall mean the Person named as the "Trustee" in the
         first paragraph of this Agreement until a successor  Trustee shall have
         become such, and thereafter "Trustee" shall mean the Person who is then
         the Trustee hereunder.

                  All defined terms used herein  without  definition  shall have
the  respective  meanings  ascribed to them in the Indenture.  Unless  otherwise
defined herein or in the Indenture, terms used in Articles 8 or 9 of the Uniform
Commercial  Code as in effect in the State of New York (the  "U.C.C."),  Revised
Article 8 and the  Amended  Book-Entry  Regulations  are used  herein as therein
defined.

                  1.2.  APPOINTMENT OF THE TRUSTEE.  The Pledgor hereby appoints
         the Trustee as Trustee in accordance  with the terms and conditions set
         forth herein and the Trustee hereby accepts such appointment.

                  1.3. PLEDGE AND GRANT OF SECURITY INTEREST. The Pledgor hereby
         assigns  and  pledges to the  Trustee  for its  benefit and the ratable
         benefit  of the  Holders,  and  hereby  grants to the  Trustee  for its
         benefit and the ratable benefit of the Holders a security  interest in,
         the following (collectively, the "COLLATERAL"):

                           (a) all of the Pledgor's  right,  title and interest,
                  whether  now  owned  or  hereafter  acquired,  in  and  to all
                  equipment  in all  of  its  forms,  wherever  located,  now or
                  hereafter  existing  (including,   but  not  limited  to,  all
                  telecommunications  equipment of every type), all fixtures and
                  all parts thereof and all accessions thereto (any and all such
                  equipment,  fixtures, parts and accessions being the "ACQUIRED
                  EQUIPMENT");

                           (b) all of the Pledgor's  right,  title and interest,
                  whether  now  owned  or  hereafter  acquired,  in  and  to all
                  accounts, contract rights, chattel paper, instruments, deposit
                  accounts,  general  intangibles  and other  obligations of any
                  kind, now or hereafter existing, whether or not arising out of
                  or in connection with the sale or lease of Acquired  Equipment
                  or other goods or the  rendering of  services,  and all rights
                  now or hereafter  existing in and to all security  agreements,
                  leases and other contracts  securing or otherwise  relating to
                  any   such   accounts,   contract   rights,   chattel   paper,
                  instruments,   deposit   accounts,   general   intangibles  or
                  obligations  (any  and all  such  accounts,  contract  rights,
                  chattel  paper,   instruments,   deposit   accounts,   general
                  intangibles and obligations,  to the extent not referred to in
                  clause (d), (e) or (f) below, being the "RECEIVABLES", and any
                  and all such leases,  security  agreements and other contracts
                  being the "RELATED CONTRACTS");

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<PAGE>

                           (c) all of the following (the "SECURITY COLLATERAL"):

                                    (i) the  Initial  Note and  GST's  guarantee
                           thereof,  and all  interest,  cash,  instruments  and
                           other property from time to time received, receivable
                           or otherwise distributed in respect of or in exchange
                           for the Initial Note;

                                    (ii) the  Pledged  Debt and the  instruments
                           evidencing  the  Pledged  Debt  and  GST's  guarantee
                           thereof,  and all  interest,  cash,  instruments  and
                           other property from time to time received, receivable
                           or otherwise distributed in respect of or in exchange
                           for any or all of the Pledged Debt; and

                                    (iii) all additional  indebtedness from time
                           to time  owed  to the  Pledgor  and  the  instruments
                           evidencing such indebtedness, and all interest, cash,
                           instruments  and  other  property  from  time to time
                           received,  receivable  or  otherwise  distributed  in
                           respect  of or in  exchange  for  any or all of  such
                           indebtedness;

                           (d) all of the Pledgor's right, title and interest in
                  and to each of the  Purchase  Agreements  entered  into by the
                  Pledgor  from  time to  time,  and the  Intercompany  Security
                  Agreement,  as such  agreements  may be amended  or  otherwise
                  modified  from  time  to  time  (collectively,  the  "ASSIGNED
                  AGREEMENTS"), including, without limitation, (i) all rights of
                  the  Pledgor to receive  moneys due and to become due under or
                  pursuant to the  Assigned  Agreements,  (ii) all claims of the
                  Pledgor for damages arising out of or for breach of or default
                  under  the  Assigned  Agreements  and  (iii)  the right of the
                  Pledgor  to  terminate  the  Assigned  Agreements,  to perform
                  thereunder and to compel  performance  and otherwise  exercise
                  all  remedies   thereunder  (all  such  Collateral  being  the
                  "AGREEMENT COLLATERAL");

                           (e) all of the following (collectively,  the "ACCOUNT
                  COLLATERAL"):

                                    (i) the Collateral  Investments Account, all
                           funds  held   therein   and  all   certificates   and
                           instruments,  if any, from time to time  representing
                           or evidencing the Collateral Investments Account;

                                    (ii)  all  other  deposit  accounts  of  the
                           Pledgor,  all funds held therein and all certificates
                           and   instruments,   if  any,   from   time  to  time
                           representing or evidencing such deposit accounts;

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<PAGE>
                                                         6

                                    (iii)   all   Collateral   Investments   (as
                           hereinafter  defined)  from  time  to  time  and  all
                           certificates  and  instruments,  if any, from time to
                           time   representing   or  evidencing  the  Collateral
                           Investments;

                                    (iv) all  notes,  certificates  of  deposit,
                           deposit  accounts,  checks and other instruments from
                           time  to time  hereafter  delivered  to or  otherwise
                           possessed  by MSAM for or on behalf of the Pledgor in
                           substitution  for or in addition to any or all of the
                           then existing Account Collateral; and

                                    (v)   all   interest,    dividends,    cash,
                           instruments  and  other  property  from  time to time
                           received,  receivable  or  otherwise  distributed  in
                           respect of or in exchange  for any or all of the then
                           existing Account Collateral;

                           (f) all of Pledgor's right, title and interest in, to
                  and under the following (hereinafter  collectively referred to
                  as  the  "INTEREST  COLLATERAL"),   whether  characterized  as
                  investment property, general intangibles or otherwise: (i) the
                  United States Treasury  securities  identified by CUSIP No. in
                  ANNEX  1 to  EXHIBIT  B-2 to  this  Agreement  (the  "INTEREST
                  SECURITIES"),   (ii)   any   and   all   applicable   security
                  entitlements to such  securities,  (iii) the Interest  Account
                  established  and  maintained  by the Trustee  pursuant to this
                  Agreement,  (iv) any and all  related  securities  accounts in
                  which  security  entitlements  to the Interest  Securities are
                  carried, (v) all certificates and other evidences of Pledgor's
                  ownership  of or  other  interests  in any  of  the  foregoing
                  categories  of  Interest   Collateral,   and  (vi)  except  as
                  otherwise   provided   herein,   all   proceeds  of  or  other
                  distributions  on or with  respect  to, any of the  foregoing,
                  including,   without  limitation,  all  dividends,   interest,
                  principal   payments,   cash,   options,   warrants,   rights,
                  instruments, subscriptions and other property or proceeds from
                  time to time received,  receivable or otherwise distributed or
                  distributable  in respect of or in exchange  for any or all of
                  the Interest Securities or any security  entitlement  thereto;
                  and

                           (g) all  proceeds  of any  and  all of the  foregoing
                  Collateral  (including,  without  limitation,   proceeds  that
                  constitute  property of the types  described  in clauses (a) -
                  (f) of this  Section  1.3) and,  to the extent  not  otherwise
                  included, all (i) payments under insurance (whether or not the
                  Trustee is the loss payee thereof), or any indemnity, warranty
                  or  guaranty,  payable  by  reason  of  loss or  damage  to or
                  otherwise with respect to any of the foregoing  Collateral and
                  (ii) cash.

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<PAGE>
                  1.4.  DEPOSIT OF  PROCEEDS  OF  OFFERING.  The  Pledgor  shall
deposit the net  proceeds of the Offering and all other cash on hand on the date
hereof into the Collateral  Investments Account and direct MSAM to purchase Cash
Equivalents  to be held in the  Collateral  Investments  Account  and direct the
Trustee to purchase the Interest Securities to be held in the Interest Account.

                  SECTION 2.  SECURITY  FOR  OBLIGATION.  This Pledge  Agreement
secures the payment of all Obligations of the Pledgor now or hereafter  existing
under the Indenture and the Notes,  whether for  principal,  premium,  interest,
fees,   expenses  or  otherwise  (all  such   Obligations   being  the  "SECURED
OBLIGATIONS").  Without limiting the generality of the foregoing, this Agreement
secures  the  payment  of all  amounts  that  constitute  part  of  the  Secured
Obligations and would be owed by the Pledgor to the Trustee or the Holders under
the Indenture but for the fact that they are  unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
the Pledgor.

                  SECTION  3.  DELIVERY  OF  COLLATERAL.   All  certificates  or
instruments   representing  or  evidencing  the  Security  Collateral,   Account
Collateral or Interest Collateral shall be delivered to and held by or on behalf
of the Trustee  pursuant  hereto and shall be in suitable  form for  transfer by
delivery,  or shall be accompanied  by duly executed  instruments of transfer or
assignment in blank,  all in form and substance  satisfactory  to the Trustee or
shall  be  credited  to the  Collateral  Investments  Account.  For  the  better
perfection of the Trustee's  rights in and to the Security  Collateral,  Account
Collateral and Interest Collateral, the Pledgor shall forthwith, upon the pledge
of any Security Collateral, Account Collateral or Interest Collateral hereunder,
cause all such Security  Collateral,  Account Collateral or Interest Collateral,
including the Collateral Investments Account and all other accounts representing
a security  entitlement  to or containing  any  Collateral  (including,  without
limitation,  any  Collateral  Investments)  to be  registered  in the name  "GST
Equipment  Funding,  Inc.  Collateral  Account for the benefit of United  States
Trust  Company of New York,  as Trustee,"  and to be under the sole dominion and
control  of the  Trustee,  which  dominion  and  control  shall be agreed to and
acknowledged  by MSAM or any  other  securities  intermediary  holding  any such
account in an acknowledgement in the form of Exhibit B-1 hereto, subject only to
the revocable rights  specified in Section 8. In addition,  the Trustee or MSAM,
as the case may be, shall have the right at any time to exchange certificates or
instruments   representing  or  evidencing  any  Security  Collateral,   Account
Collateral or Interest  Collateral for certificates or instruments of smaller or
larger denominations.

                  SECTION 4. MAINTAINING THE COLLATERAL ACCOUNTS. (a) So long as
any  Obligation  shall remain  unpaid,  the Pledgor will maintain the Collateral
Investments Account. So long as the first six scheduled interest payments on the
Notes have not been paid, the Pledgor will maintain the Interest Account.

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<PAGE>
                  (b)  It  shall  be a term  and  condition  of  the  Collateral
Investments  Account  and the  Interest  Account,  notwithstanding  any  term or
condition  to the  contrary in any other  agreement  relating to the  Collateral
Investments  Account or the Interest Account,  as the case may be, and except as
otherwise  provided by the  provisions  of Section 7,  Section 8 and Section 17,
that no  amount  (including  interest  on  Collateral  Investments  or  Interest
Collateral)  shall be paid or released to or for the account of, or withdrawn by
or for the account of, the Pledgor or any other Person from the Cash  Collateral
Account.

                  (c) The  Collateral  Investments  Account  shall be subject to
such applicable laws, and such applicable  regulations of the Board of Governors
of  the  Federal  Reserve  System  and  of  any  other  appropriate  banking  or
governmental authority, as may now or hereafter be in effect.

                  (d)  Notwithstanding  the  provisions of this Section 4 or any
other term of this Agreement,  the Trustee shall relocate the Account Collateral
and  Interest  Collateral  to  accounts  at a  Qualified  Financial  Institution
designated  by the Pledgor  upon  receipt of the  following  documentation:  (i)
written  instructions  from  a  duly  authorized  officer  of  the  Pledgor  (A)
authorizing  such relocation of the Collateral;  and (B) designating the account
at  the  Qualified  Financial  Institution  to  which  the  Collateral  is to be
relocated; (ii) a letter agreement in the form of Exhibit B-1 or Exhibit B-2, as
appropriate,  duly executed by the Qualified Financial Institution; and (iii) an
opinion of counsel to the Pledgor,  in form and  substance  satisfactory  to the
Trustee,  stating  that the Trustee  has a valid and  perfected  first  priority
security interest in the Collateral  relocated pursuant to this Section 4(d). In
the event of the  relocation  of an Account  Collateral  or Interest  Collateral
pursuant to this Section 4(d), the accounts to which such Account  Collateral or
Interest  Collateral is relocated  shall for all purposes  under this  Agreement
thereafter  be the  Collateral  Investment  Account  and the  Interest  Account,
respectively.

                  SECTION 5. INVESTING OF AMOUNTS IN THE COLLATERAL  INVESTMENTS
ACCOUNT.  The Pledgor will,  subject to the  provisions of Section 8 and Section
17,  from  time  to  time  (a)  invest  amounts  on  deposit  in the  Collateral
Investments  Account in such Cash  Equivalents in the name of the Trustee as the
Pledgor may select and (b) invest interest paid on the Cash Equivalents referred
to in clause (a) above, and reinvest other proceeds of any such Cash Equivalents
that may  mature  or be sold,  in each  case in such  Cash  Equivalents,  as the
Pledgor  may select  (the Cash  Equivalents  referred  to in clauses (a) and (b)
above being collectively "COLLATERAL  INVESTMENTS").  Interest and proceeds that
are not invested or reinvested in Collateral Investments as provided above shall
be deposited and held in the Collateral Investments Account.

                  SECTION 6.  DELIVERY OF  COLLATERAL  INVESTMENTS  AND INTEREST
COLLATERAL;  FILING.  (a) The Trustee  shall  become the holder of the  Interest
Collateral and of any and all security  entitlements to the Interest Collateral,
through action by the Federal Reserve Bank of

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<PAGE>
New York ("FRBNY") or another securities intermediary,  as confirmed (in writing
or electronically or otherwise in accordance with standard industry practice) to
the Trustee by FRBNY or such other  securities  intermediary  (i)  indicating by
book-entry that the Interest  Collateral or a security  entitlement  thereto has
been  credited  to the the  Interest  Account  or (ii)  acquiring  the  Interest
Collateral or a security  entitlement  thereto for the Trustee and accepting the
same for credit to the the Interest Account as the case may be.

                  (b) Subject to the other terms and  conditions  of this Pledge
Agreement,  all Collateral Investments and Interest Collateral under this Pledge
Agreement  shall  be held in the  Collateral  Investments  Account  or  Interest
Account,  as  the  case  may  be,  subject  (except  as  expressly  provided  in
subsections  7(a), 7(b),  8(a), 8(b) and 8(c) hereof) to the exclusive  dominion
and control of the Trustee  and  exclusively  for the benefit of the Trustee and
for the ratable  benefit of the Holders and  segregated  from all other funds or
other property otherwise held by the Trustee.

                  (c) All Account  Collateral and Interest  Collateral  shall be
retained in the  Collateral  Investments  Account and Interest  Account  pending
disbursement pursuant to the terms hereof and upon request from the Pledgor, the
Trustee  shall report to the Pledgor the amount and type of assets  contained in
each such account.

                  (d)  Concurrently  with the  execution  and  delivery  of this
Agreement, MSAM is delivering to the Pledgor a duly executed certificate, in the
form  of  EXHIBIT  A-1  hereto,  of  an  officer  of  MSAM,   confirming  MSAM's
establishment  and  maintenance  of the  Collateral  Investment  Account and its
receipt  and holding of the  Collateral  Investments  or a security  entitlement
thereto  and the  crediting  of the  Collateral  Investments  or  such  security
entitlement to the Collateral  Investment  Account,  all in accordance with this
Pledge Agreement.

                  (e)  Concurrently  with the  execution  and  delivery  of this
Agreement, the Trustee is delivering to the Pledgor a duly executed certificate,
in the form of EXHIBIT A-2 hereto, of an officer of the Trustee,  confirming the
Trustee's establishment and maintenance of the Interest Account, and its receipt
and holding of the Interest Collateral or a security entitlement thereto and the
crediting  of the  Interest  Collateral  or  such  security  entitlement  to the
Interest Account, all in accordance with this Pledge Agreement.

                  (f)  Concurrently  with the  execution  and  delivery  of this
Agreement,  the Pledgor is  delivering  to the Trustee duly  executed  financing
statements,  in proper form for filing under the Uniform  Commercial Code of the
State of New York and each  state  listed  on  Schedule  I hereto  covering  the
Collateral described in this Pledge Agreement.

                  SECTION 7. DISBURSEMENTS RELATING TO INTEREST COLLATERAL.  (a)
Immediately  prior to the due date of any of the  first six  scheduled  interest
payments on the Notes, the

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Trustee will  release  from the  Interest  Account and pay to the Holders of the
Notes  proceeds  of Interest  Collateral  Maturing  at such time  sufficient  to
provide for payment in full of such interest then due on the Notes.  The Trustee
will take any action necessary to provide for the payment of the interest on the
Notes in accordance with the payment  provisions of the Indenture to the Holders
of the Notes from (and to the extent of) proceeds of the Interest  Securities in
the  Interest  Account.  Nothing in this  Section 7 shall  affect the  Trustee's
rights to apply the  Collateral to the payments of amounts due on the Notes upon
acceleration thereof.

                  (b) If at any  time  the  principal  of  and  interest  on the
Interest  Securities  exceeds  100% of the  amount  sufficient,  in the  written
opinion of a nationally  recognized firm of independent  accountants selected by
the Pledgor and delivered to the Trustee,  to provide for payment in full of the
first six scheduled  interest payments due on the Notes (or, in the event one or
more interest  payments have been made thereon,  an amount sufficient to provide
for the  payment  in full of any and all  interest  payments  on the Notes  then
remaining,  up to and  including  the sixth  scheduled  interest  payment),  the
Pledgor  may direct the  Trustee to release  any such  overfunded  amount to the
Collateral Investments Account.

                  SECTION 8.  DISBURSEMENTS  RELATING TO OTHER  COLLATERAL.  The
assets in the Collateral Investments Account shall be released only as follows:

                  (a) Three business days prior to the due date of any scheduled
         cash interest  payments on the Notes occurring after the sixth such due
         date,  any Payment  Date with respect to an Offer to Purchase the Notes
         under the Indenture or a Redemption Date with respect to the Notes, the
         Pledgor may, pursuant to written  instructions  executed by the Pledgor
         (an "ISSUER ORDER"),  direct the Trustee to direct MSAM to release from
         the Collateral Investments Account and, if necessary,  to liquidate the
         Collateral  Investments  indicated  on the Issuer  Order and pay to the
         Holders  proceeds  sufficient  to provide  for  payment in full of such
         principal,  premium or interest then due on the Notes.  Upon receipt of
         an Issuer Order,  the Trustee will take any action necessary to provide
         for the payment of the  principal,  premium or interest on the Notes in
         accordance with the payment  provisions of the Indenture to the Holders
         from (and to the  extent of)  proceeds  of the  Collateral  Investments
         Account. Nothing in this Section 8 shall affect the Trustee's rights to
         apply the  Collateral  to the payments of amounts due on the Notes upon
         acceleration thereof.

                  (b) Upon  receipt  by the  Trustee  of an Issuer  Order and an
         Officer's  Certificate  with  respect to the  payment  of any  Acquired
         Equipment  Cost, the Trustee shall direct MSAM to  immediately  release
         proceeds  from the  Collateral  Investments  Account  and if  necessary
         liquidate  the  Collateral   Investments  indicated  in  the  Officer's
         Certificate  or Issuer  Order in such amount as will be  sufficient  to
         provide for payment in full of the Acquired Equipment Cost. The Pledgor
         agrees to use the disbursed

                                       10

<PAGE>
         proceeds  to pay  such  Acquired  Equipment  Cost  on the  date of such
         release,  and any such released funds will be disbursed directly to the
         supplier of the Acquired  Equipment pursuant to the invoice attached to
         the Officer's Certificate.

                  (c) Upon  receipt  on the  Closing  Date by the  Trustee of an
         Issuer  Order  and  an  Officer's   Certificate  with  respect  to  the
         refinancing of up to $50 million principal amount of Acquired Equipment
         Debt,  the Trustee  shall  instruct  MSAM to release  proceeds from the
         Collateral  Investments  Account  in an amount  equal to the  principal
         amount of such Acquired  Equipment  Debt. The Pledgor agrees to use the
         disbursed proceeds to repay such Acquired Equipment Debt on the Closing
         Date.

                  (d) Upon  receipt  by the  Trustee  of an  Issuer  Order  with
         respect to the payment of fees or expenses,  the Trustee  shall release
         proceeds  from the  Collateral  Investments  Account,  and if necessary
         liquidate Collateral Investments indicated in the Issuer Order, in such
         amount as will be sufficient  to pay fees and expenses  incurred by the
         Pledgor in connection with the Offering, this Agreement or the purchase
         and sale of the Acquired  Equipment;  provided that in no event may the
         aggregate  amount of funds  released  pursuant  to this  paragraph  (c)
         exceed $1 million.

                  (e) Nothing contained in Section 1, Section 5, Section 7, this
         Section 8 or any other provision of this Agreement shall (i) afford the
         Pledgor  any right to issue  entitlement  orders  with  respect  to any
         security  entitlement to the  Collateral  Investments or any securities
         account  in which any such  security  entitlement  may be  carried,  or
         otherwise  afford the Pledgor control of any such security  entitlement
         or (ii)  otherwise  give rise to any rights of Pledgor  with respect to
         the Collateral  Investments,  any security  entitlement  thereto or any
         securities  account  in which  any  such  security  entitlement  may be
         carried, other than the Pledgor's rights under this Pledge Agreement as
         the  beneficial  owner of  collateral  pledged  to and  subject  to the
         exclusive  dominion  and  control  (except  as  expressly  provided  in
         Sections  8(a),  (b) and (c) hereof) of the Trustee in its  capacity as
         such (and not as a securities intermediary).  The Pledgor acknowledges,
         confirms and agrees that the Trustee  holds a security  entitlement  to
         the Collateral Investments solely as trustee for the Holders and not as
         a securities intermediary.

                  (f) The  Pledgor  shall  prepare and deliver to the Trustee or
         shall  provide  the  Trustee  with all  information  necessary  for the
         Trustee to prepare  and deliver to MSAM,  instructions  to MSAM for the
         release of funds from the Collateral  Investments Account in accordance
         with the terms of Section 8.

                  SECTION 9. REPRESENTATIONS AND WARRANTIES.  The Pledgor hereby
represents  and  warrants,  and in  connection  with  each  purchase  or sale of
Acquired Equipment will be deemed to represent and warrant, that:

                                       11

<PAGE>
                  (a) The  execution  and  delivery  by the  Pledgor of, and the
         performance  by the  Pledgor  of its  obligations  under,  this  Pledge
         Agreement  will not  contravene  any provision of applicable law or the
         Certificate of Incorporation  of the Pledgor or any material  agreement
         or other  material  instrument  binding  upon the Pledgor or any of its
         subsidiaries or any judgment, order or decree of any governmental body,
         agency or court  having  jurisdiction  over the  Pledgor  or any of its
         subsidiaries,  or result in the creation or  imposition  of any Lien on
         any assets of the Pledgor,  except for the security  interests  granted
         under this Pledge  Agreement;  no consent,  approval,  authorization or
         order of, or  qualification  with, any  governmental  body or agency is
         required  (i) for the  performance  by the  Pledgor of its  obligations
         under this Pledge Agreement,  (ii) for the pledge by the Pledgor of the
         Collateral  pursuant to this Pledge  Agreement  or (iii) except for any
         such  consents,  approvals,  authorizations  or orders  required  to be
         obtained  by the Trustee (or the  Holders)  for reasons  other than the
         consummation  of this  transaction,  for the exercise by the Trustee of
         the rights  provided  for in this Pledge  Agreement  or the remedies in
         respect of the Collateral pursuant to this Pledge Agreement.

                  (b) The  Pledgor is the  beneficial  owner of the  Collateral,
         free and clear of any Lien or claims  of any  person or entity  (except
         for the security  interests  granted under this Pledge  Agreement).  No
         financing  statement  covering the Pledgor's interest in the Collateral
         is on file in any public office other than the financing statements, if
         any, filed pursuant to this Pledge Agreement.  The Pledgor has no trade
         names.

                  (c) This Pledge  Agreement has been duly  authorized,  validly
         executed  and   delivered  by  the  Pledgor  and   (assuming   the  due
         authorization and valid execution and delivery of this Pledge Agreement
         by the Trustee and  enforceability  of the Pledge Agreement against the
         Trustee in accordance  with its terms)  constitutes a valid and binding
         agreement of the Pledgor, enforceable against the Pledgor in accordance
         with its terms, except as (i) the enforceability  hereof may be limited
         by   bankruptcy,   insolvency,   fraudulent   conveyance,   preference,
         reorganization,  moratorium  or similar laws now or hereafter in effect
         relating to or affecting creditors' rights or remedies generally,  (ii)
         the  availability  of  equitable  remedies  may be limited by equitable
         principles  of general  applicability  and the  discretion of the court
         before  which any  proceeding  therefor  may be brought,  and (iii) the
         exculpation  provisions and rights to indemnification  hereunder may be
         limited by U.S.  federal and state  securities  laws and public  policy
         considerations.

                  (d) Upon the  delivery to the Trustee of the  certificates  or
         instruments,  if any,  representing or evidencing the  Collateral,  the
         filing of  financing  statements,  if any,  required  by the UCC in the
         appropriate  offices  in the State of New York,  and the  transfer  and
         pledge to the Trustee of the Account  Collateral and the acquisition by
         the  Trustee of a security  entitlement  thereto,  in  accordance  with
         Section 3, the pledge

                                       12

<PAGE>
         of and grant of a security  interest  in the  Collateral  securing  the
         payment of the Secured  Obligations  for the benefit of the Trustee and
         the  Holders  will  constitute  a  first  priority  perfected  security
         interest in such Collateral,  enforceable as such against all creditors
         of the Pledgor  (and any  persons  purporting  to  purchase  any of the
         Collateral from the Pledgor).

                  (e) There are no legal or governmental proceedings pending or,
         to the best of the Pledgor's knowledge, threatened to which the Pledgor
         or any of its subsidiaries is a party or to which any of the properties
         of the Pledgor or any such subsidiary is subject that would  materially
         adversely  affect the power or ability  of the  Pledgor to perform  its
         obligations   under  this  Pledge   Agreement  or  to  consummate   the
         transactions contemplated hereby.

                  (f) The  pledge  of the  Collateral  pursuant  to this  Pledge
         Agreement  is  not  prohibited  by  law  or   governmental   regulation
         (including, without limitation,  Regulations G, T, U and X of the Board
         of Governors of the Federal Reserve System) applicable to the Pledgor.

                  (g) All of the Acquired Equipment is or will be located at the
         places specified in Schedule I hereto.  The chief place of business and
         chief executive  office of the Pledgor and the office where the Pledgor
         keeps its records  concerning the Receivables,  and the original copies
         of each Assigned  Agreement and all originals of all chattel paper that
         evidence Receivables,  are located at the address first specified above
         for the Pledgor.  Original  copies of each  Assigned  Agreement and all
         originals  of all chattel  paper that  evidence  Receivables  have been
         delivered  to  the  Trustee.  None  of  the  Receivables  or  Agreement
         Collateral is evidenced by a promissory note or other  instrument.  The
         Pledgor has exclusive possession and control of the Acquired Equipment.

                  (h) The  Initial  Note has been duly  authorized,  executed or
         issued and delivered, is the legal, valid and binding obligation of GST
         USA and is not in  default  and each  Intercompany  Note  issued to the
         Pledgor  hereunder  will be duly  authorized,  executed  or issued  and
         delivered  by  GST  USA  and  will  be the  legal,  valid  and  binding
         obligation of GST USA.

                  (i) The  guaranty  of the  Initial  Note by GST has been  duly
         authorized  executed and  delivered  and is the legal valid and binding
         obligation of GST and each guaranty of an  Intercompany  Note issued to
         the Pledgor will be duly authorized,  executed and delivered by GST and
         will be the legal valid and binding obligation of GST.

                                       13

<PAGE>
                  (j) The Intercompany  Security Agreement,  a true and complete
         copy of  which  has  been  furnished  to the  Trustee,  has  been  duly
         authorized, executed and delivered by all parties thereto, has not been
         amended  or  otherwise  modified,  is in full  force and  effect and is
         binding upon and enforceable  against all parties thereto in accordance
         with its terms.  GST USA has  executed  and  delivered to the Pledgor a
         consent,  in substantially  the form of Exhibit C, to the assignment of
         the  Intercompany   Security   Agreement  and  all  related   Agreement
         Collateral to the Trustee pursuant to this Agreement.

                  (k) Each Purchase  Agreement  delivered to the Pledgor will be
         duly  authorized,  executed  and  delivered  by GST USA and will be the
         legal,   valid  and  binding  obligation  of  GST  USA  enforceable  in
         accordance with its terms.

                  (l) No Event of Default (as defined below) exists.

                  SECTION 10.  FURTHER  ASSURANCES.  The Pledgor will,  promptly
upon  request  by the  Trustee  (which  request  the  Trustee  may submit at the
direction  of the  Holders of a majority in  principal  amount of the Notes then
outstanding),  execute and deliver or cause to be executed and delivered, or use
its reasonable best efforts to procure,  all assignments,  instruments and other
documents,  all in form and substance  reasonably  satisfactory  to the Trustee,
deliver  any  instruments  to the Trustee  and take any other  actions  that are
necessary or desirable to perfect,  continue the  perfection  of, or protect the
first priority of the Trustee's  security interest in and to the Collateral,  to
protect the Collateral against the rights, claims, or interests of third persons
(other than any such rights,  claims or interests  created by or arising through
the  Trustee) or to effect the  purposes of this Pledge  Agreement.  The Pledgor
also  hereby  authorizes  the  Trustee  to file any  financing  or  continuation
statements  in the United  States  with  respect to the  Collateral  without the
signature  of the Pledgor  (to the extent  permitted  by  applicable  law).  The
Pledgor will promptly pay all reasonable  costs incurred in connection  with any
of the foregoing within 45 days of receipt of an invoice  therefor.  The Pledgor
also agrees,  whether or not requested by the Trustee,  to take all actions that
are necessary to perfect or continue the  perfection of, or to protect the first
priority of, the Trustee's security interest in and to the Collateral, including
the  filing of all  necessary  financing  and  continuation  statements,  and to
protect the Collateral against the rights,  claims or interests of third persons
(other than any such rights,  claims or interests  created by or arising through
the Trustee).

                  SECTION 11.  COVENANTS.  The Pledgor covenants and agrees with
the  Trustee  and the  Holders  that  from and  after  the  date of this  Pledge
Agreement  until  the  earlier  of  payment  in  full  in  cash  of all  Secured
Obligations due and owing under the Indenture and the Notes:

                                       14

<PAGE>
                  (a) that (i) it will not  (and  will not  purport  to) sell or
         otherwise  dispose of, or grant any option or warrant  with respect to,
         any of the Collateral and at times will be the sole beneficial owner of
         the  Collateral,  except  as  contemplated  by  this  Agreement  or the
         Indenture  or (ii) it will not  create or permit to exist any Lien upon
         or with  respect  to any of the  Collateral  (except  for the  security
         interests  granted  under  this  Pledge  Agreement,   the  Intercompany
         Security  Agreement  and any Lien  created  by or arising  through  the
         Trustee under the Indenture); or

                  (b)  that  it  will  not  (i)  enter  into  any  agreement  or
         understanding  that  restricts  or  inhibits or purports to restrict or
         inhibit the Trustee's rights or remedies hereunder,  including, without
         limitation,  the  Trustee's  right to sell or otherwise  dispose of the
         Collateral or (ii) fail to pay or discharge any tax, assessment or levy
         of any nature with respect to the  Collateral  not later than five days
         prior to the date of any  proposed  sale  under any  judgment,  writ or
         warrant of attachment with respect to the Collateral;

                  (c) in the event the  Pledgor is  required to make an Offer to
         Purchase  the Notes  under the  Indenture,  it will fund such  Offer to
         Purchase  (i)  first  from  funds  (or  the   proceeds  of   Collateral
         Investments) held in the Collateral  Investments  Account,  (ii) second
         from  the   proceeds  of   Intercompany   Offers  (as  defined  in  the
         Intercompany  Notes) under the Intercompany Notes, (iii) third from the
         proceeds  of an Initial  Note Offer (as  defined in the  Initial  Note)
         under the Initial Note and (iv) fourth, to the extent the principal and
         interest on the Interest  Securities would exceed the amount sufficient
         to provide for the payment in full of the first six scheduled  interest
         payments  due on  the  Notes  to be  outstanding  after  the  Offer  to
         Purchase,  the Interest  Collateral held in the Interest  Account.  The
         Pledgor  covenants  that it will not accept any  Intercompany  Offer or
         Initial Note Offer  except and to the extent  required to fund an Offer
         to Purchase in accordance with the terms of the preceding sentence; and

                  (d) it will deliver to the Trustee,  true and complete  copies
         of each  Purchase  Agreement,  promptly  after each such  agreement  is
         entered  into by GST  USA  and  the  Pledgor,  and  will  require  as a
         condition to its entry into any such  Purchase  Agreement  that GST USA
         execute and deliver to the Pledgor a consent, in substantially the form
         of Exhibit  C, to the  assignment  of the  Purchase  Agreement  and all
         related Agreement Collateral to the Trustee pursuant to this Agreement.

                  SECTION 12. AS TO ACQUIRED  EQUIPMENT.  (a) The Pledgor  shall
keep the Acquired Equipment at the places therefor specified in Section 9(g) or,
upon 30 days' prior  written  notice to the  Trustee,  at such other places in a
jurisdiction  where all action required by Section 9(g) or 10 or shall have been
taken with respect to the Acquired Equipment to perfect, continue the perfection
of or protect the first  priority of the Trustee's  security  interest in and to
such Collateral.

                                       15

<PAGE>
                  (b) The  Pledgor  shall  cause the  Acquired  Equipment  to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted,  and in accordance with any manufacturer's
manual, and shall forthwith,  or in the case of any loss or damage to any of the
Acquired Equipment as quickly as practicable after the occurrence thereof,  make
or  cause  to be made  all  repairs,  replacements  and  other  improvements  in
connection  therewith  that are  necessary or desirable to such end. The Pledgor
shall promptly furnish to the Trustee a statement  respecting any loss or damage
to any of the Acquired Equipment.

                  (c) The Pledgor  shall pay promptly  when due all property and
other taxes,  assessments and  governmental  charges or levies imposed upon, and
all claims (including  claims for labor,  materials and supplies)  against,  the
Acquired Equipment.

                  SECTION  13.  INSURANCE.  (a) The  Pledgor  shall,  at its own
expense,  maintain  insurance  with  respect to the  Acquired  Equipment in such
amounts,  against  such  risks,  in such  form and  with  such  insurers,  as is
reasonable and customary for persons in the  telecommunications  business.  Each
policy for liability insurance shall provide for all losses to be paid on behalf
of the Trustee and the Pledgor as their  interests  may appear,  and each policy
for property damage insurance shall provide for all losses (except for losses of
less than  $1,000,000 per  occurrence) to be paid directly to the Trustee.  Each
such policy  shall in  addition  (i) name the Pledgor and the Trustee as insured
parties thereunder (without any representation or warranty by or obligation upon
the Trustee) as their  interests  may appear,  (ii) contain the agreement by the
insurer that any loss thereunder shall be payable to the Trustee notwithstanding
any action,  inaction or breach of  representation  or warranty by the  Pledgor,
(iii) provide that there shall be no recourse against the Trustee for payment of
premiums or other amounts with respect thereto and (iv) provide that at least 10
days' prior  written  notice of  cancellation  or of lapse shall be given to the
Trustee by the insurer.  The Pledgor  shall  deliver to the Trustee  original or
duplicate  policies of such  insurance  and, on each  anniversary of the Closing
Date, a report of a reputable  insurance  broker with respect to such insurance.
Further,  the Pledgor  shall,  at the request of the Trustee,  duly exercise and
deliver  instruments of assignment of such insurance policies to comply with the
requirements of Section 10 and cause the insurers to acknowledge  notice of such
assignment.

                  (b) Reimbursement under any liability insurance  maintained by
the Pledgor  pursuant to this Section 13 may be paid  directly to the Person who
shall  have  suffered  a loss  covered  by such  insurance.  In case of any loss
involving  damage to Acquired  Equipment,  the Pledgor shall make or cause to be
made the necessary  repairs to or replacements of such Acquired  Equipment,  and
any proceeds of insurance  maintained  by the Pledgor  which are received by the
Trustee   pursuant  to  this  Section  13  shall  be  paid  to  the  Pledgor  as
reimbursement for the costs of such repairs or replacements.

                                       16

<PAGE>
                  SECTION  14.  POWER OF  ATTORNEY.  In  addition  to all of the
powers  granted to the Trustee  pursuant to the  Indenture,  the Pledgor  hereby
appoints and  constitutes  the Trustee as the Pledgor's  attorney-in-fact  (with
full power of  substitution)  to exercise to the fullest extent permitted by law
all of the following powers upon and at any time after the occurrence and during
the  continuance  of an Event of  Default:  (a)  collection  of  proceeds of any
Collateral;  (b) conveyance of any item of Collateral to any purchaser  thereof;
(c) giving of any notices or recording of any Liens under Section 6 hereof;  and
(d) paying or discharging  taxes or Liens levied or placed upon the  Collateral,
the legality or validity thereof and the amounts necessary to discharge the same
to be  determined  by the Trustee in its sole  reasonable  discretion,  and such
payments  made by the Trustee to become part of the Secured  Obligations  of the
Pledgor to the Trustee,  due and payable  immediately upon demand. The Trustee's
authority under this Section 14 shall include, without limitation, the authority
to endorse and  negotiate  any checks or  instruments  representing  proceeds of
Collateral  in the  name  of the  Pledgor,  execute  and  give  receipt  for any
certificate of ownership or any document constituting Collateral, transfer title
to any item of Collateral,  sign the Pledgor's name on all financing  statements
(to the  extent  permitted  by  applicable  law) or any other  documents  deemed
necessary  or  appropriate  by the Trustee to  preserve,  protect or perfect the
security interest in the Collateral and to file the same, prepare, file and sign
the Pledgor's name on any notice of Lien, and to take any other actions  arising
from or incident to the powers granted to the Trustee in this Pledge  Agreement.
This power of attorney is coupled  with an interest  and is  irrevocable  by the
Pledgor.

                  SECTION 15. NO  ASSUMPTION  OF DUTIES;  REASONABLE  CARE.  The
rights and powers granted to the Trustee hereunder are being granted in order to
preserve and protect the security interest of the Trustee and the Holders in and
to the Collateral  granted hereby and shall not be interpreted to, and shall not
impose  any  duties on the  Trustee  in  connection  therewith  other than those
expressly provided herein or imposed under applicable law. Except as provided by
applicable  law or by the  Indenture,  the  Trustee  shall  be  deemed  to  have
exercised  reasonable care in the custody and  preservation of the Collateral in
its possession if the Collateral is accorded  treatment  substantially  equal to
that  which  the  Trustee  accords  similar  property  held  by the  Trustee  as
collateral agent or other similar capacity, it being understood that the Trustee
in its capacity as such shall not have any  responsibility  for (a) ascertaining
or taking action with respect to calls,  conversions,  exchanges,  maturities or
other matters  relative to any Collateral,  whether or not the Trustee has or is
deemed to have  knowledge of such  matters,  (b) taking any  necessary  steps to
preserve  rights  against  any parties  with  respect to any  Collateral  or (c)
investing or reinvesting any of the Collateral,  PROVIDED, HOWEVER, that nothing
contained in this Agreement shall relieve the Trustee of any responsibilities as
a securities  intermediary  under applicable law. The Trustee shall have no duty
(a) to see to any  recording,  filing,  or  depositing  of this  Agreement,  any
Indenture  or any  agreement  referred  to herein or  therein  or any  financing
statement or continuation statement evidencing a security interest, or to see to
the  maintenance  of any  such  recording  or  filing  or  depositing  or to any
rerecording, refiling or redepositing of any thereof, (b) to

                                       17

<PAGE>
see to any  insurance  or (c) to see to the  payment  or  discharge  of any  tax
assessment,  or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied  against,  any part of the Collateral.
The Trustee makes no  representations  as to the validity or  sufficiency of any
Collateral,   the  Indenture  or  this  Agreement.  The  Trustee  shall  not  be
accountable  for the use or application by the Pledgor of any of the proceeds of
the Collateral  Investments  Account or the Interest Account.  The Trustee shall
not be  responsible  for the  legality  or  validity  of this  Agreement  or the
validity, priority, perfection or sufficiency of the Collateral.

                  SECTION 16.  INDEMNITY.  The  Pledgor  shall  indemnify,  hold
harmless  and  defend  the  Trustee  and its  directors,  officers,  agents  and
employees,   from  and  against  any  and  all  claims,  actions,   obligations,
liabilities  and  expenses,   including  reasonable  defense  costs,  reasonable
investigative fees and costs, and reasonable legal fees and damages arising from
the Trustee's performance as Trustee under this Pledge Agreement,  except to the
extent that such claim,  action,  obligation,  liability  or expense is directly
attributable  to the bad faith,  gross  negligence or wilful  misconduct of such
indemnified person.

                  SECTION 17.  REMEDIES  UPON EVENT OF DEFAULT.  If any Event of
Default under the Indenture or the Notes or default hereunder (any such Event of
Default or default  being  referred to in this Pledge  Agreement as an "EVENT OF
DEFAULT") shall have occurred and be continuing:

                  (a) The Trustee and the Holders shall have, in addition to all
         other rights given by law or by this Pledge Agreement or the Indenture,
         all of the rights and  remedies  with  respect to the  Collateral  of a
         secured  party under the UCC in effect in the State of New York at that
         time. In addition, with respect to any Collateral that shall then be in
         or shall thereafter come into the possession or custody of the Trustee,
         the Trustee may sell or cause the same to be sold at any broker's board
         or at public or private  sale,  in one or more  sales or lots,  at such
         price or prices as the Trustee may deem best,  for cash or on credit or
         for  future  delivery,  without  assumption  of any  credit  risk.  The
         purchaser of any or all  Collateral so sold shall  thereafter  hold the
         same absolutely,  free from any claim, encumbrance or right of any kind
         whatsoever  created  by or  through  the  Pledgor.  Unless  any  of the
         Collateral  threatens,  in the reasonable  judgment of the Trustee,  to
         decline  speedily  in  value  or is or  becomes  of a  type  sold  on a
         recognized  market, the Trustee will give the Pledgor reasonable notice
         of the time and place of any public sale thereof,  or of the time after
         which any private sale or other intended disposition is to be made. Any
         sale  of  the  Collateral   conducted  in  conformity  with  reasonable
         commercial practices of banks, insurance companies,  commercial finance
         companies,  or  other  financial  institutions  disposing  of  property
         similar  to  the  Collateral   shall  be  deemed  to  be   commercially
         reasonable.  Any requirements of reasonable notice shall be met if such
         notice is mailed to the Pledgor as  provided in Section  21.1 hereof at
         least ten (10) days before

                                       18

<PAGE>
         the time of the sale or disposition.  The Trustee or any Holder may, in
         its own name or in the name of a designee  or  nominee,  buy any of the
         Collateral at any public sale and, if permitted by  applicable  law, at
         any private sale.  All expenses  (including  court costs and reasonable
         attorneys' fees,  expenses and  disbursements)  of, or incident to, the
         enforcement of any of the provisions  hereof shall be recoverable  from
         the proceeds of the sale or other disposition of the Collateral.

                  (b) The  Pledgor  further  agrees to use its  reasonable  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
         Collateral  pursuant  to this  Section  17  valid  and  binding  and in
         compliance with any and all other  applicable  requirements of law. The
         Pledgor further agrees that a breach of any of the covenants  contained
         in this Section 17 will cause irreparable injury to the Trustee and the
         Holders,  that the Trustee and the Holders  have no adequate  remedy at
         law in respect of such  breach  and,  as a  consequence,  that each and
         every  covenant  contained  in this  Section  17 shall be  specifically
         enforceable  against the  Pledgor,  and the Pledgor  hereby  waives and
         agrees  not to assert  any  defenses  against  the  remedy of  specific
         performance  for the breach of any such covenants  except for a defense
         that no Event of Default has occurred. Any surplus of such cash or cash
         proceeds held by the Trustee and remaining after payment in full of all
         the  Secured  Obligations  shall  be  paid  over to the  Pledgor  or to
         whomsoever may be lawfully entitled to receive such surplus.

                  (c) All  payments  received  by the  Pledgor in respect of the
         Collateral  shall be received in trust for the benefit of the  Trustee,
         shall be  segregated  from  other  funds of the  Pledgor  and  shall be
         forthwith  paid over to the  Trustee  in the same  form as so  received
         (with any necessary indorsement).

                  SECTION 18. EXPENSES.  The Pledgor will upon demand pay to the
Trustee  the  amount of any and all  reasonable  fees and  expenses,  including,
without  limitation,  the reasonable  fees,  expenses and  disbursements  of its
counsel,  experts and agents retained by the Trustee, that the Trustee may incur
in connection with (a) the review, negotiation and administration of this Pledge
Agreement,  (b) the custody or preservation of, or the sale of, collection from,
or  other  realization  upon,  any  of  the  Collateral,  (c)  the  exercise  or
enforcement of any of the rights of the Trustee and the Holders hereunder or (d)
the failure by the Pledgor to perform or observe any of the provisions hereof.

                  SECTION  19.  SECURITY  INTEREST  ABSOLUTE.  All rights of the
Trustee and the Holders and security interests hereunder, and all obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:

                  (a) any lack of validity or enforceability of the Indenture or
         any other agreement or instrument relating thereto;

                                       19

<PAGE>
                  (b) any change in the time,  manner or place of payment of, or
         in any other term of,  all or any of the  Secured  Obligations,  or any
         other  amendment or waiver of or any consent to any departure  from the
         Indenture;

                  (c) any exchange,  surrender, release or non-perfection of any
         Liens  on  any  other   collateral  for  all  or  any  of  the  Secured
         Obligations; or

                  (d) to the  extent  permitted  by  applicable  law,  any other
         circumstance  which might otherwise  constitute a defense available to,
         or a discharge of, the Pledgor in respect of the Secured Obligations or
         of this Pledge Agreement.

                  SECTION 20. VOTING RIGHTS;  DIVIDENDS;  ETC. (a) So long as no
Default under the Indenture  shall have occurred and be continuing,  the Pledgor
shall be  entitled to exercise  any and all voting and other  consensual  rights
pertaining  to the Security  Collateral  or any part thereof for any purpose not
inconsistent  with the terms of this  Agreement or the  Indenture and the Notes;
PROVIDED,  HOWEVER,  that  the  Pledgor  shall  not  exercise  or  refrain  from
exercising any such right if such action would have a material adverse effect on
the value of the Security  Collateral or any part thereof;  and PROVIDED FURTHER
that the Pledgor  shall give the Trustee at least five days'  written  notice of
the manner in which it intends to exercise,  or the reasons for refraining  from
exercising, any such right.

                  (b)  Upon the  occurrence  and  during  the  continuance  of a
Default  under the  Indenture:  all rights of the Pledgor to exercise or refrain
from exercising the voting and other  consensual  rights that it would otherwise
be entitled to exercise  pursuant  to Section  20(a)  shall,  upon notice to the
Pledgor by the Trustee, cease.

                  (c) All dividends  and interest  payments that are received by
the Pledgor in respect of Security Collateral shall be received in trust for the
benefit of the Trustee,  shall be segregated from other funds of the Pledgor and
shall be forthwith  paid over to the Trustee as Security  Collateral in the same
form as so received (with any necessary indorsement).

                  SECTION 21.  MISCELLANEOUS PROVISIONS.

                  21.1.   NOTICES.   Any  notice  or   communication   shall  be
sufficiently  given if in  writing  and  delivered  in person or mailed by first
class mail, commercial courier service or telecopier communication, addressed as
follows:

                                       20

<PAGE>
                IF TO THE PLEDGOR:

                                    GST Equipment Funding, Inc.
                                    4317 N.E. Thurston Way
                                    Vancouver, WA  98662
                                    Attention:  Chief Executive Officer

                                        and

                                    GST Telecommunications Inc.
                                    4317 N.E. Thurston Way
                                    Vancouver, WA  98662
                                    Attention:  Chief Executive Officer

                  WITH A COPY TO:

                     Olshan Grundman Frome & Rosenzweig LLP
                                    505 Park Avenue
                                    New York, NY  10022
                                    Attention:  David J. Adler

                  IF TO THE TRUSTEE:

                     United States Trust Company of New York
                                    114 West 47th Street
                                    New York, NY  10036
                                    Attention:  Mr. Louis Young

                  21.2.  NO ADVERSE  INTERPRETATION  OF OTHER  AGREEMENTS.  This
Pledge Agreement may not be used to interpret  another pledge,  security or debt
agreement of the Pledgor or any subsidiary thereof. No such pledge,  security or
debt  agreement  (other than the Indenture) may be used to interpret this Pledge
Agreement.

                  21.3.  SEVERABILITY.  The provisions of this Pledge  Agreement
are severable,  and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any  jurisdiction,  then such invalidity or
unenforceability   shall  affect  in  that  jurisdiction  only  such  clause  or
provision,  or part  thereof,  and shall not in any manner affect such clause or
provision  in any other  jurisdiction  or any other  clause or provision of this
Pledge Agreement in any jurisdiction.

                                       21

<PAGE>
                  21.4.  HEADINGS.  The headings in this Pledge  Agreement  have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

                  21.5.  COUNTERPART  ORIGINALS.  This Pledge  Agreement  may be
signed in two or more  counterparts,  each of which shall be deemed an original,
but all of which shall together constitute one and the same agreement.

                  21.6.  BENEFITS  OF PLEDGE  AGREEMENT.  Nothing in this Pledge
Agreement,  express or implied, shall give to any person, other than the parties
hereto and their successors hereunder, and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Pledge Agreement.

                  21.7.  AMENDMENTS,  WAIVERS AND  CONSENTS.  Any  amendment  or
waiver  of any  provision  of  this  Pledge  Agreement  and any  consent  to any
departure by the Pledgor from any  provision of this Pledge  Agreement  shall be
effective  only if made or duly  given in  compliance  with all of the terms and
provisions  of the  Indenture,  and neither the Trustee nor any Holder  shall be
deemed, by any act, delay, indulgence, omission or otherwise, to have waived any
right or remedy  hereunder  or to have  acquiesced  in any  Default  or Event of
Default or in any breach of any of the terms and conditions  hereof.  Failure of
the Trustee or any Holder to exercise, or delay in exercising,  any right, power
or privilege  hereunder shall not preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  A waiver by the Trustee
or any Holder of any right or remedy  hereunder on any one occasion shall not be
construed  as a bar to any right or remedy that the Trustee or such Holder 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 rights or remedies provided by law.

                  21.8.  INTERPRETATION  OF  AGREEMENT.  All terms  not  defined
herein or in the  Indenture  shall have the meaning set forth in the  applicable
UCC,  except  where the  context  otherwise  requires.  To the  extent a term or
provision of this Pledge Agreement  conflicts with the Indenture,  the Indenture
shall  control  with  respect to the subject  matter of such term or  provision.
Acceptance of or  acquiescence  in a course of  performance  rendered under this
Pledge  Agreement  shall not be relevant to determine the meaning of this Pledge
Agreement  even though the accepting or  acquiescing  party had knowledge of the
nature of the performance and opportunity for objection.

                  21.9. CONTINUING SECURITY INTEREST; TERMINATION;  RELEASE. (a)
This Pledge Agreement shall create a continuing  security interest in and to the
Collateral  and shall,  unless  otherwise  provided in the  Indenture or in this
Pledge  Agreement,  remain in full force and effect until the payment in full in
cash of the Secured Obligations. This Pledge Agreement shall be binding upon the
Pledgor, its transferees, successors and assigns, and shall inure,

                                       22

<PAGE>
together with the rights and remedies of the Trustee  hereunder,  to the benefit
of the Trustee,  the Holders and their  respective  successors,  transferees and
assigns.

                  (b) This Pledge  Agreement shall terminate upon the earlier of
(i)  the  payment  in  full in cash of the  Secured  Obligations  and  (ii)  the
assumption by GST USA of all the Obligations of Funding pursuant to Section 4.23
of the Indenture,  the execution by GST USA of  documentation  and the taking of
all other  actions  necessary  to provide the  Trustee,  for its benefit and the
ratable  benefit of the  Holders,  with a  perfected,  first  priority  security
interest (subject only to the liens granted to the Trustee,  for its benefit and
the benefit of the Holders,  under this Agreement) in the Collateral,  including
any collateral securing the Pledged Debt, to secure all of GST USA's obligations
under the  Indenture and the Notes and the delivery by counsel to the Pledgor of
an opinion  confirming the  existence,  perfection and priority of such security
interest.  At such time, the Trustee shall, pursuant to an Issuer Order, execute
and deliver all  documentation  necessary  or  desirable to release its security
interest hereunder and under the Intercompany  Security Agreement,  reassign and
redeliver to the Pledgor all of the Collateral hereunder that has not been sold,
disposed of,  retained or applied by the Trustee in accordance with the terms of
this Pledge Agreement and the Indenture.  Such reassignment and redelivery shall
be without  warranty  by or  recourse  to the  Trustee in its  capacity as such,
except as to the  absence of any Liens on the  Collateral  created by or arising
through the Trustee, and shall be at the reasonable expense of the Pledgor.

                  (c)  Upon  any  sale  of  Acquired  Equipment  to  GST  USA in
accordance with the terms of this Agreement,  the Trustee will, at the Pledgor's
expense,  execute and deliver to the Pledgor such documents as the Pledgor shall
reasonably  request to evidence  the release of such item of Acquired  Equipment
from the assignment and security  interest  granted hereby;  PROVIDED,  HOWEVER,
that (i) at the time of such  request  and such  release no  Default  shall have
occurred  and be  continuing,  (ii) the  Pledgor  shall  have  delivered  to the
Trustee,  at least five Business Days prior to the date of the proposed release,
a written request for release describing the item of Acquired Equipment together
with a form of release for execution by the Trustee and a  certification  by the
Pledgor to the effect that the  transaction is in compliance with this Agreement
and as to such other matters as the Trustee may request,  which written  release
shall  state  that  the  price  to be paid is at  least  equal  to the  Acquired
Equipment Cost, payable in the form an Intercompany Note with a principal amount
equal to the  Acquired  Equipment  Cost and bearing  interest at a rate at least
equal to the rate of  interest on the Notes,  and (iii) the  Pledgor  shall have
pledged and  delivered to the Trustee such  Intercompany  Note and an opinion of
counsel that such  Intercompany  Note is secured by a perfected  first  priority
security interest in such Acquired  Equipment (subject only to the liens granted
to the  Trustee,  for its  benefit and the  benefit of the  Holders,  under this
Agreement)  and an opinion of counsel  that the  Pledgor has granted a valid and
perfected  first  priority  security  interest in the  Intercompany  Note to the
Trustee for its benefit and the benefit of the Holders.

                                       23

<PAGE>

                  21.10.  SURVIVAL PROVISIONS.  All representations,  warranties
and  covenants of the Pledgor  contained  herein shall survive the execution and
delivery of this Pledge Agreement, and shall terminate only upon the termination
of this Pledge Agreement. The obligations of the Pledgor under Section 16 hereof
shall survive the termination of this Agreement.

                  21.11.  WAIVERS. The Pledgor waives presentment and demand for
payment of any of the  Secured  Obligations,  protest  and notice of dishonor or
default with respect to any of the Secured Obligations, and all other notices to
which the Pledgor  might  otherwise be entitled,  except as otherwise  expressly
provided herein or in the Indenture.

                  21.12.  AUTHORITY OF THE TRUSTEE.  (a) The Trustee  shall have
and be entitled to exercise all powers hereunder that are  specifically  granted
to the Trustee by the terms hereof,  together with such powers as are reasonably
incident  thereto.  The Trustee may  perform any of its duties  hereunder  or in
connection  with the  Collateral by or through  agents or employees and shall be
entitled to retain  counsel  and to act in  reliance  upon the advice of counsel
concerning  all such  matters.  Except as otherwise  expressly  provided in this
Pledge  Agreement  or the  Indenture,  neither  the  Trustee  nor any  director,
officer,  employee,  attorney  or agent of the  Trustee  shall be  liable to the
Pledgor  for any  action  taken or omitted  to be taken by the  Trustee,  in its
capacity as Trustee,  hereunder,  except for its own bad faith, gross negligence
or  willful  misconduct,  and  the  Trustee  shall  not be  responsible  for the
validity,  effectiveness  or  sufficiency  hereof or of any document or security
furnished pursuant hereto. The Trustee and its directors,  officers,  employees,
attorneys and agents shall be entitled to rely on any communication,  instrument
or document  reasonably  believed by it or them to be genuine and correct and to
have been signed or sent by the proper person or persons.

                  (b)   The   Pledgor   acknowledges   that   the   rights   and
responsibilities  of the Trustee under this Pledge Agreement with respect to any
action  taken by the Trustee or the exercise or  non-exercise  by the Trustee of
any option,  right,  request,  judgment or other  right or remedy  provided  for
herein or resulting or arising out of this Pledge  Agreement  shall,  as between
the Trustee and the  Holders,  be  governed by the  Indenture  and by such other
agreements  with respect thereto as may exist from time to time among them, but,
as between the  Trustee  and the  Pledgor,  the  Trustee  shall be  conclusively
presumed to be acting as trustee for the Holders  with full and valid  authority
so to act or refrain  from  acting,  and the Pledgor  shall not be  obligated or
entitled to make any inquiry respecting such authority.

                  21.13. FINAL EXPRESSION. This Pledge Agreement,  together with
the  Indenture  and any other  agreement  executed in  connection  herewith,  is
intended by the parties as a final  expression  of this Pledge  Agreement and is
intended  as a complete  and  exclusive  statement  of the terms and  conditions
thereof.

                                       24

<PAGE>

                  21.14. RIGHTS OF HOLDERS. No Holder shall have any independent
rights hereunder other than those rights granted to individual  Holders pursuant
to Section 6.07 of the Indenture; PROVIDED that nothing in this subsection shall
limit any rights granted to the Trustee under the Notes or the Indenture.

                  21.15.  GOVERNING LAW;  SUBMISSION TO JURISDICTION;  WAIVER OF
JURY TRIAL;  WAIVER OF DAMAGES.  (a) THIS PLEDGE  AGREEMENT SHALL BE GOVERNED BY
AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEW YORK, AND ANY DISPUTE ARISING
OUT  OF,  CONNECTED  WITH,   RELATED  TO,  OR  INCIDENTAL  TO  THE  RELATIONSHIP
ESTABLISHED BETWEEN THE PLEDGOR,  THE TRUSTEE AND THE HOLDERS IN CONNECTION WITH
THIS  PLEDGE  AGREEMENT,  AND  WHETHER  ARISING  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE,  SHALL BE  RESOLVED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
YORK.  NOTWITHSTANDING THE FOREGOING: THE MATTERS IDENTIFIED IN 31 C.F.R. ss.ss.
357.10 AND 357.11 (AS IN EFFECT ON THE DATE OF THIS PLEDGE  AGREEMENT)  SHALL BE
GOVERNED SOLELY BY THE LAWS SPECIFIED THEREIN.

                  (b)  THE  PLEDGOR  HAS  APPOINTED   OLSHAN  GRUNDMAN  FROME  &
ROSENZWEIG LLP, 505 PARK AVENUE,  NEW YORK, NY 10022 AS ITS AGENT FOR SERVICE OF
PROCESS IN ANY SUIT,  ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT
AND FOR ACTIONS BROUGHT UNDER U.S.  FEDERAL OR STATE  SECURITIES LAWS BROUGHT IN
ANY FEDERAL OR STATE COURT  LOCATED IN THE CITY OF NEW YORK AND AGREES TO SUBMIT
TO THE JURISDICTION OF ANY SUCH COURT.

                  (c) THE PLEDGOR AGREES THAT THE TRUSTEE SHALL, IN ITS CAPACITY
AS TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY  HOLDER,  HAVE THE RIGHT,  TO THE
EXTENT  PERMITTED  BY  APPLICABLE  LAW,  TO PROCEED  AGAINST  THE PLEDGOR OR THE
COLLATERAL  IN A COURT IN ANY  LOCATION  REASONABLY  SELECTED IN GOOD FAITH (AND
HAVING PERSONAL OR IN REM  JURISDICTION  OVER THE PLEDGOR OR THE COLLATERAL,  AS
THE CASE MAY BE) TO ENABLE THE  TRUSTEE TO  REALIZE  ON SUCH  COLLATERAL,  OR TO
ENFORCE A JUDGMENT  OR OTHER COURT ORDER  ENTERED IN FAVOR OF THE  TRUSTEE.  THE
PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY COUNTERCLAIMS, SETOFFS OR CROSSCLAIMS
IN ANY  PROCEEDING  BROUGHT BY THE  TRUSTEE TO  REALIZE ON SUCH  PROPERTY  OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE TRUSTEE, EXCEPT FOR SUCH
COUNTERCLAIMS,  SETOFFS  OR  CROSSCLAIMS  WHICH,  IF NOT  ASSERTED  IN ANY  SUCH
PROCEEDING,  COULD NOT OTHERWISE BE BROUGHT OR ASSERTED.  THE PLEDGOR WAIVES ANY
OBJECTION  THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN THE CITY OF NEW YORK
ONCE THE

                                       25

<PAGE>

TRUSTEE HAS  COMMENCED  A  PROCEEDING  DESCRIBED  IN THIS  PARAGRAPH  INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS.

                  (d) THE PLEDGOR  AGREES THAT NEITHER ANY HOLDER NOR (EXCEPT AS
OTHERWISE PROVIDED IN THIS PLEDGE AGREEMENT OR THE INDENTURE) THE TRUSTEE IN ITS
CAPACITY AS TRUSTEE SHALL HAVE ANY LIABILITY TO THE PLEDGOR  (WHETHER ARISING IN
TORT,  CONTRACT OR OTHERWISE)  FOR LOSSES  SUFFERED BY THE PLEDGOR IN CONNECTION
WITH,  ARISING OUT OF, OR IN ANY WAY RELATED TO, THE  TRANSACTIONS  CONTEMPLATED
AND THE RELATIONSHIP  ESTABLISHED BY THIS PLEDGE AGREEMENT, OR ANY ACT, OMISSION
OR EVENT OCCURRING IN CONNECTION  THEREWITH,  UNLESS IT IS DETERMINED BY A FINAL
AND  NONAPPEALABLE  JUDGMENT  OF A COURT THAT IS BINDING ON THE  TRUSTEE OR SUCH
HOLDER,  AS THE  CASE MAY BE,  THAT  SUCH  LOSSES  WERE  THE  RESULT  OF ACTS OR
OMISSIONS  ON THE  PART OF THE  TRUSTEE  OR SUCH  HOLDERS,  AS THE  CASE MAY BE,
CONSTITUTING BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

                  (e) TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW, THE PLEDGOR
WAIVES THE POSTING OF ANY BOND  OTHERWISE  REQUIRED OF THE TRUSTEE OR ANY HOLDER
IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO ENFORCE ANY JUDGMENT OR
OTHER COURT ORDER PERTAINING TO THIS PLEDGE  AGREEMENT OR ANY RELATED  AGREEMENT
OR  DOCUMENT  ENTERED IN FAVOR OF THE  TRUSTEE OR ANY  HOLDER,  OR TO ENFORCE BY
SPECIFIC  PERFORMANCE,  TEMPORARY  RESTRAINING ORDER OR PRELIMINARY OR PERMANENT
INJUNCTION,  THIS PLEDGE AGREEMENT OR ANY RELATED  AGREEMENT OR DOCUMENT BETWEEN
THE  PLEDGOR ON THE ONE HAND AND THE  TRUSTEE  AND/OR  THE  HOLDERS ON THE OTHER
HAND.

                            [SIGNATURE PAGE FOLLOWS]

                                       26

<PAGE>



                  IN WITNESS  WHEREOF,  the  Pledgor,  and the Trustee have each
caused this Pledge  Agreement to be duly  executed and  delivered as of the date
first above written.

                                    Pledgor:

                                    GST EQUIPMENT FUNDING, INC.

                                    By  /s/ Stephen Irwin
                                      ---------------------------------
                                      Name:  Stephen Irwin
                                      Title: Senior Vice President

                                    UNITED STATES TRUST COMPANY
                                    OF NEW YORK, as Trustee

                                    By:/s/ Louis P. Young
                                       ----------------------------------------
                                       Name:  Louis P. Young
                                       Title: Vice President