PLEDGE AGREEMENT

         PLEDGE  AGREEMENT  dated as of May 21, 1997 (as amended,  modified,  or
supplemented from time to time, this Agreement), made by each of the undersigned
(each,  together with its successors and assigns,  a "Pledgor" and collectively,
the "Pledgors"),  in favor of KEYBANK NATIONAL  ASSOCIATION,  a national banning
association,  as Collateral  Agent  (herein,  together with its  successors  and
assigns in such capacity, the "Pledgee" for the benefit of the Secured Creditors
(as defined below):

PRELIMINARY STATEMENTS:

         (1) Except as otherwise defined therein,  terms used herein and defined
in the Credit  Agreement  (as  defined  below)  shall be used  herein as therein
defined.

         (2) This Agreement is made pursuant to the Credit  Agreement,  dated as
of the date hereof (herein,  as amended or otherwise modified from time to time,
the "Credit Agreement"), among Safety Components International, Inc., a Delaware
corporation  (herein,  together with its successors and assigns, the "Company"),
the other Borrowers named therein,  the financial  institutions named as lenders
therein, and KeyBank National  Association,  as the Administrative Agent for the
Lenders (as defined in the Credit Agreement), providing, among other things, for
loans or  advances  or other  extensions  of credit to or for the benefit of the
Borrowers of up to  $27,000,000,  with such loans or advances being evidenced by
promissory  notes  (the  "Notes",  such  term to  include  all  Notes  and other
securities issued in exchange therefor or in replacement thereof).

         (3) The  Company  or any of its  Subsidiaries  may from time to time be
party to one or more  Designated  Hedge  Agreements  (as  defined  in the Credit
Agreement). Any institution that participates, and in each case their subsequent
assigns, as a counterparty to any Designated Hedge Agreement (collectively,  the
"Hedge   Creditors";   and  the  Hedge  Creditors  together  with  the  Lenders,
collectively  the  "Secured  Creditors"),  shall  benefit  hereunder  as  herein
provided.

         (4) Pursuant to the Subsidiary Guaranty,  each Subsidiary Guarantor has
jointly and severally  guaranteed to the Secured  Creditors the payment when due
of the Guaranteed Obligations (as defined in the Subsidiary Guaranty).

         (5) It is a condition precedent to the making of Loans and the issuance
of, and participation in, Letters of Credit under the Credit Agreement that each
Pledgor shall have executed and delivered to the Pledgee this Agreement.

         (6) Each  Pledgor  desires to execute  this  Agreement  to satisfy  the
conditions described in the preceding paragraph.



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         NOW,  THEREFORE,  in  consideration  of the  benefits  accruing to each
Pledgor,  the receipt and  sufficiency  of which are hereby  acknowledged,  each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:

1.       SECURITY FOR OBLIGATIONS.

         This Agreement is made by each Pledgor to the Pledgee,  for the benefit
of the Secured Creditors, to secure:

                  (i) the full and  prompt  payment  when  due  (whether  at the
         stated  maturity,  by  acceleration  or otherwise)  of all  obligations
         (including  obligations which, but for the automatic stay under section
         362(a) of the Bankruptcy Code, would become due) of such Pledgor to the
         Lenders,  whether now existing or hereafter incurred under, arising out
         of, or in  connection  with the Credit  Agreement  and the other Credit
         Documents  to  which  such  Pledgor  is  a  party  (including   without
         limitation (x) in the case of any Borrower,  all such  obligations  and
         indebtedness of such Borrower under the Credit Agreement and (y) in the
         case of each other Pledgor, all such obligations and indebtedness under
         the  Subsidiary  Guaranty to which such Pledgor is a party which relate
         to any of the  foregoing),  and the due  performance  and compliance by
         such Pledgor with all of the terms, conditions and agreements contained
         in the Credit  Agreement  and such  other  Credit  Documents  (all such
         obligations  and  liabilities  under  this  clause  (i),  being  herein
         collectively called the "Credit Document Obligations");

                  (ii) the full and  prompt  payment  when due  (whether  at the
         stated  maturity,  by  acceleration  or otherwise)  of all  obligations
         (including  obligations which, but for the automatic stay under section
         362(a) of the  Bankruptcy  Code,  would become due) and  liabilities of
         each  Pledgor  or other  Subsidiary  of the  Company  now  existing  or
         hereafter  incurred  under,  arising out of or in  connection  with any
         Designated Hedge Agreement with any of the Secured Creditors including,
         in the case of Pledgors  other than the Borrowers,  all  obligations of
         such Pledgor under the Subsidiary Guaranty in respect of any Designated
         Hedge Agreement, and the due performance and compliance by such Pledgor
         with all of the terms, conditions and agreements contained therein (all
         such  obligations and  liabilities  described in this clause (ii) being
         herein collectively called the "Hedge Obligations");

                  (iii) any and all sums  advanced  by the  Pledgee  in order to
         preserve  the  Collateral  (as  hereinafter  defined) or  preserve  its
         security  interest in the Collateral (to the extent provided for in the
         Credit Documents); and

                  (iv) in the  event of any  proceeding  for the  collection  or
         enforcement of any  indebtedness,  obligations,  or liabilities of such
         Pledgor  referred to in clauses  (i),  (ii) and (iii)  above,  after an
         Event of Default (as such term is defined in the Security Agreement)


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         shall have  occurred  and be  continuing,  the  reasonable  expenses of
         retaking,  holding,  preparing for sale or lease,  selling or otherwise
         disposing of or realizing on the Collateral,  or of any exercise by the
         Pledgee of its rights  hereunder,  together with reasonable  attorneys'
         fees and court costs.

All such  obligations,  liabilities,  sums and expenses set forth in clauses (i)
through  (iv)  of  this  section  1  being   herein   collectively   called  the
"Obligations,"  it being  acknowledged and agreed that the  "Obligations"  shall
include extensions of credit of the types described above,  whether  outstanding
on the date of this  Agreement  or extended  from time to time after the date of
this Agreement.

2.       CERTAIN DEFINITIONS; INITIAL REPRESENTATIONS, ETC.

         2.1      Definitions.  As used herein:

                  "Company"  shall have the meaning  provided in the Preliminary
Statements.

                  "Credit  Agreement"  shall have the  meaning  provided  in the
Preliminary Statements.

                  "Credit Document  Obligations" shall have the meaning provided
in clause (i) of section 1.

                  "Equity  Interests"  shall  mean  (i)  all of the  partnership
interests in a general or limited  partnership  at any time owned or held by any
Pledgor, and (ii) all of the membership interests in a limited liability company
at any time owned or held by any Pledgor.

                  "Foreign  Corporation"  shall mean a  corporation  that is not
organized under the laws of the United States or any State or territory thereof.

                  "Hedge  Creditors"  shall  have the  meaning  provided  in the
Preliminary Statements.

                  "Hedge  Obligations" shall have the meaning provided in clause
(ii) of section 1.

                  "Notes"  shall  mean all  promissory  notes  from time to time
issued to, or held by, any Pledgor.

                  "Noticed  Event of Default" shall mean (i) an Event of Default
specified in section 10.1(g) of the Credit Agreement and (ii) any other Event of
Default under the Credit Agreement in respect of which the Pledgee has given the
Company  notice  that such  Event of  Default  constitutes  a  Noticed  Event of
Default.

                  "Obligations" shall have the meaning provided in section 1.


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                  "Pledged   Entity"   shall  mean  the  issuer  of  any  Equity
Interests.

                  "Pledged Equity  Interests" shall mean all Equity Interests at
any time pledged or required to be pledged under this Agreement.

                  "Pledged  Votes"  shall mean all Notes at any time  pledged or
required to be pledged under this Agreement.

                  "Pledged  Securities"  shall  mean all  Pledged  Stock and all
Pledged Notes.

                  "Pledged  Stock"  shall mean all Stock at any time  pledged or
required to be pledged under this Agreement.

                  "Secured  Creditors"  shall have the  meaning  provided in the
Preliminary Statements.

                  "Secured Debt  Agreement"  shall have the meaning  provided in
section 5.

                  "Securities" shall mean all of the Stock and Notes.

                  "Stock"  shall  mean  (i) all of the  issued  and  outstanding
shares of stock of any  corporation  (other than a Foreign  Corporation)  at any
time directly owned by any Pledgor;  and (ii) all of the issued and  outstanding
shares of  capital  stock of any  Foreign  Corporation  at any time owned by any
Pledgor,  provided that such Pledgor  shall not be required to pledge  hereunder
(and the term  "Stock"  shall not include)  more than 65% of the total  combined
voting power of all classes of capital stock of any Foreign Corporation entitled
to vote.

                  "Termination  Date" shall have the meaning provided in section
18(a).

                  2.2 Representations and Warranties as to Collateral  Initially
Pledged Hereunder. Each Pledgor represents and warrants that on the date hereof:

                  (a) each  Subsidiary of such Pledgor and the direct  ownership
thereof is listed on Annex A hereto;

                  (b) the Stock  owned by it  consists of the number and type of
shares of the stock of the corporations as described in Annex B hereto;

                  (c) such  Pledgor is the holder of record with  respect to any
such Subsidiary and sole beneficial owner of such Stock;

                  (d) such Stock  constitutes  that percentage of the issued and
outstanding  capital stock of the issuing corporation as is set forth in Annex B
hereto;


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                  (e) the Notes held by such Pledgor  consist of the  promissory
notes described in Annex C hereto;

                  (f) the Equity Interests held by such Pledgor constitutes that
percentage  of the entire  interest  of each  Pledged  Entity as is set forth on
Annex D hereto; and

                  (g) on the date  hereof,  such  Pledgor  owns or  possesses no
other Securities or Equity Interests.

3.       PLEDGE OF SECURITIES, GRANT OF SECURITY INTERESTS, ETC.

         3.1 Pledge. To secure the Obligations and for the purposes set forth in
section  1, each  Pledgor  hereby  pledges  and  grants  to the  Pledgee a first
priority  continuing security interest in, and as part of such grant and pledge,
hereby  transfers  and assigns to the Pledgee all of the  following  whether now
existing or hereafter acquired (collectively, the "Collateral"):

                  (a) such Pledgor's  Equity  Interest and all of such Pledgor's
right, title and interest in each Pledged Entity including, without limitation:

                           (i) all the capital  thereof and its  interest in all
         profits,  losses and other distributions to which such Pledgor shall at
         any time be entitled in respect of such Equity Interest;

                           (ii) all other  payments due or to become due to such
         Pledgor  in  respect  of  such  Equity  Interest,   whether  under  any
         partnership   agreement,   limited   liability   company  agreement  or
         otherwise,  whether  as  contractual  obligations,  damages,  insurance
         proceeds or otherwise;

                           (iii) all of its claims,  rights powers,  privileges,
         authority,  options,  security interests,  liens and remedies,  if any,
         under any partnership agreement, limited liability company agreement or
         at law or otherwise in respect of such Equity Interest;

                           (iv) all  present  and future  claims if any,  of the
         Pledgor  against any Pledged Entity for moneys loaned or advanced,  for
         services rendered or otherwise;

                           (v)  all  of  such   Pledgor's   rights   under   any
         partnership agreement, limited liability company agreement or at law to
         exercise and enforce every right, power, remedy, authority,  option and
         privilege of such Pledgor relating to the Equity Interest including any
         power to  terminate,  cancel or modify  any  partnership  agreement  or
         limited liability company agreement,  to execute any instruments and to
         take any and all  other  action  on  behalf  of and in the name of such
         Pledgor in respect of the Equity  Interest and any Pledged  Entity,  to
         make  determinations,  to exercise  any  election  (including,  but not
         limited to,  election of  remedies) or option or to give or receive any
         notice, consent, amendment,


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         waiver or approval,  together  with full power and authority to demand,
         receive,  enforce,  collect or  receipt  for any of the  foregoing,  to
         enforce or execute any checks,  or other instruments or orders, to file
         any  claims  and to take  any  action  in  connection  with  any of the
         foregoing;

                           (vi)  all  other  property  hereafter   delivered  in
         substitution  for  or  in  addition  to  any  of  the  foregoing,   all
         certificates  and  instruments  representing  or evidencing  such other
         property and all cash, securities, interest, distributions,  dividends,
         rights and other  property at any time and from time to time  received,
         receivable  or otherwise  distributed  in respect of or in exchange for
         any or all thereof; and

                           (vii)  to the  extent  not  otherwise  included,  all
         proceeds of any or all of the foregoing;

         (b) all  Securities  owned by such Pledgor on the date hereof,  if any,
and such Pledgor  hereby  pledges and deposits as security  with the Pledgee and
delivers to the Pledgee  certificates  or instruments  therefor duly endorsed in
blank in the case of Notes and accompanied by undated stock powers duly executed
in blank by such  Pledgor  in the case of Stock,  or such other  instruments  of
transfer as are acceptable to the Pledgee; and

         (c) all of such  Pledgor's  right,  title and  interest  in and to such
Securities  (and  in and to all  certificates  or  instruments  evidencing  such
Securities),  which  such  Pledgor  hereby  assigns,  transfers,   hypothecates,
mortgages, charges and sets over to the Pledgee;

all of which  Collateral  is to be held and dealt with by the  Pledgee  upon the
terms and conditions set forth in this Agreement.

3.2 Subsequently  Acquired  Securities and Equity Interests.  If a Pledgor shall
acquire (by purchase,  stock dividend or otherwise)  any  additional  Securities
and/or  Equity  Interests at any time or from time to time after the date hereof
which  are  represented  by  certificates  or  instruments,  such  Pledgor  will
forthwith pledge and deposit such Securities and/or Equity Interests as security
with the Pledgee and deliver to the Pledgee certificates or instruments thereof,
duly  endorsed in blank in the case of Notes and  accompanied  by undated  stock
powers  duly  executed  in blank in the case of Stock,  by such  Pledgor or such
other  instruments  of  transfer  as are  acceptable  to the  Pledgee,  and will
promptly thereafter deliver to the Pledgee a certificate executed by a principal
executive  officer of such Pledgor  describing  such  Securities  and/or  Equity
Interests and  certifying  that the same have been duly pledged with the Pledgee
hereunder.  No Pledgor  shall be  required at any time to pledge  hereunder  any
Stock which is more than 65% of the total  combined  voting power of all classes
of capital stock of any Foreign Corporation entitled to vote.

3.3 Uncertificated Securities and/or Equity Interests.  Notwithstanding anything
to the  contrary  contained in sections  3.1 and 3.2, if any  Securities  and/or
Equity Interests (whether or


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not now owned or hereafter  acquired) are uncertificated  securities,  a Pledgor
shall promptly notify the Pledgee  thereof,  and shall promptly take all actions
required to perfect the security  interest of the Pledgee under  applicable  law
(including,  any event, under sections 8-313 and 8-321 of the Uniform Commercial
Code if  applicable).  Each Pledgor  further  agrees to take such actions as the
Pledgee deems  reasonably  necessary or desirable to effect the foregoing and to
permit the Pledgee to exercise  any of its rights and  remedies  hereunder,  and
agrees to provide an opinion of counsel  reasonably  satisfactory to the Pledgee
with  respect to any such  pledge of  uncertificated  securities  and/or  Equity
Interests promptly upon the request of the Pledgee.

4.       APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.

         The Pledgee shall have the right to appoint one or more  sub-agents for
the purpose of retaining physical  possession of the Pledged  Securities,  which
may be held (in the  discretion  of the  Pledgee)  in the  name of the  relevant
Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee
or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

5.       VOTING, ETC. WHILE NO EVENT OF DEFAULT.

         Unless and until a Noticed  Event of Default shall have occurred and be
continuing,  each  Pledgor  shall be  entitled  to  exercise  all voting  rights
attaching to any and all Collateral  owned by it, and to give consents,  waivers
or ratifications in respect thereof,  provided that no vote shall be cast or any
consent,  waiver or ratification  given or any action taken which would violate,
result in breach of any covenant  contained in or be  inconsistent  with, any of
the terms of this Agreement,  any other Credit Document or any Designated  Hedge
Agreement (collectively, the "Secured Debt Agreements"), or which would have the
effect of  impairing  the  position or  interests  of the Pledgee or any Secured
Creditor  therein.  All such rights of such Pledgor to vote and to give consents
waivers and  ratifications  shall cease in ease a Noticed Event of Default shall
occur and be continuing and section 7 hereof shall become applicable.

6.       DIVIDENDS AND OTHER DISTRIBUTIONS.

         Unless and until a Noticed  Event of Default shall have occurred and be
continuing,  all cash  dividends  or other  amounts  payable  in  respect of the
Collateral shall be paid to the relevant  Pledgor,  provided that all dividends,
distributions  or other amounts  payable in respect of the Collateral  which are
reasonably  determined  by the  Pledgee  to  represent  in  whole  or in part an
extraordinary,  liquidating  or other  distribution  in  return of  capital  not
permitted by the Credit  Agreement  shall be paid to the extent so determined to
represent  an  extraordinary,  liquidating  or other  distribution  in return of
capital,  to the Pledgee and  retained by it as part of the  Collateral  (unless
such cash dividends  and/or  distributions  are applied to repay the Obligations
pursuant to section 9 of this Agreement).  The Pledgee shall also be entitled to
receive directly, and to retain as part of the Collateral:




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                  (i)  all  other  or  additional   stock,   other   securities,
         partnership  interests,  membership  interests or property  (other than
         cash) paid or distributed by way of dividend or otherwise in respect of
         the Collateral;

                  (ii)  all  other  or  additional   stock,   other  securities,
         partnership  interests,  membership  interests  or property  (including
         cash)  paid or  distributed  in  respect  of the  Collateral  by way of
         stocksplit, spin-off, split-up, reclassification, combination of shares
         or similar rearrangement; and

                  (iii)  all  other  or  additional  stock,   other  securities,
         partnership  interests,  membership  interests  or property  (including
         cash) which may be paid in respect of the  Collateral  by reason of any
         consolidation,   merger,  exchange  of  stock,  conveyance  of  assets,
         liquidation  or similar  corporate,  partnership  or limited  liability
         company reorganization.

All dividends, distributions or other payments which are received by any Pledgor
contrary to the  provisions  of this section 6 or section 7 shall be received in
trust for the benefit of the Pledgee, shall be segregated from other property or
funds of such  Pledgor  and  shall be  forthwith  paid  over to the  Pledgee  as
Collateral in the same form as so received (with any necessary endorsement).

7.       REMEDIES IN CASE OF AN EVENT OF DEFAULT.

         In  case  a  Noticed  Event  of  Default  shall  have  occurred  and be
continuing,  the Pledgee shall be entitled to exercise all of the rights, powers
and remedies  (whether  vested in it by this Agreement or any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect
of the Collateral,  including, without limitation all the rights and remedies of
a secured party upon default under the Uniform  Commercial  Code of the State of
New York, and the Pledgee shall be entitled,  without limitation to exercise any
or  all  of  the  following  rights  which  each  Pledgor  hereby  agrees  to be
commercially reasonable:

                  (i)  to  receive  all  amounts   payable  in  respect  of  the
         Collateral otherwise payable under section 6 to a Pledgor;

                  (ii) to transfer  all or any part of the  Collateral  into the
         Pledgee's name or the name of its nominee or nominees;

                  (iii) to accelerate  by Pledged Note which may be  accelerated
         in  accordance  with its  terms,  and take any other  lawful  action to
         collect upon any Pledged Note (including,  without limitation,  to make
         any demand for payment thereon);

                  (iv) to vote all or any part of the Collateral (whether or not
         transferred into the name of the Pledgee) and give as consents, waivers
         and  ratifications  in respect of the Collateral and otherwise act with
         respect thereto as though it were the outright owner


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         thereof (each Pledgor hereby  irrevocably  constituting  and appointing
         the Pledgee the proxy and  attorney-in-fact of such Pledgor,  with full
         power of substitution to do so); and

                  (v) at any  time or from  time to  time to  sell,  assign  and
         deliver,  or  grant  options  to  purchase,  all  or  any  part  of the
         Collateral,  or any interest  therein,  at any public or private  sale,
         without demand of performance,  advertisement or notice of intention to
         sell or of the  time or  place  of sale or  adjournment  thereof  or to
         redeem or otherwise  (all of which are hereby waived by each  Pledgor),
         for cash,  on credit or for other  property,  for  immediate  or future
         delivery  without any  assumption of credit risk, and for such price or
         prices and on such terms as the Pledgee in its absolute  discretion may
         determine, provided that at least 10 days' notice of the time and place
         of any such sale shall be given to the relevant Pledgor; each purchaser
         at any such sale shall hold the property so sold  absolutely  free from
         any claim or right on the part of any Pledgor,  and each Pledgor hereby
         waives and releases to the fullest extent permitted by law any right or
         equity of redemption  with respect to the Collateral  whether before or
         after sale hereunder,  all rights, if any, of marshaling the Collateral
         and any  other  security  for the  Obligations  or  otherwise,  and all
         rights, if any, of stay and/or appraisal which it now has or may at any
         time in the future  have under rule of law or statute  now  existing or
         hereafter  enacted;  at any such sale,  unless prohibited by applicable
         law,  the  Pledgee on behalf of all  Secured  Creditors  (or certain of
         them) may bid for and purchase (by bidding in Obligations or otherwise)
         all or any part of the  Collateral  so sold free from any such right or
         equity of redemption;  and neither the Pledgee nor any Secured Creditor
         shall be liable for  failure  to collect or realize  Upon any or all of
         the  Collateral  or for any delay in so doing nor shall it be under any
         obligation to take any action whatsoever with regard thereto.


8.       REMEDIES CUMULATIVE; PLEDGEE TO ACT FOR SECURED CREDITORS.

         8.1  Remedies  Cumulative,  etc.  Each  right,  power and remedy of the
Pledgee  provided for in this  Agreement or any other Secured Debt Agreement now
or hereafter  existing at law or in equity or by statute shall be cumulative and
concurrent and shall be in addition to every other such right,  power or remedy.
The  exercise or  beginning of the exercise by the Pledgee of any one or more of
the  rights,  powers or remedies  provided  for in this  Agreement  or any other
Secured Debt  Agreement  or now or hereafter  existing at law or in equity or by
statute or otherwise  shall not preclude the  simultaneous  or later exercise by
the  Pledgee  or any  Secured  Creditor  of all such  other  rights,  powers  or
remedies,  and no  failure or delay on the part of the  Pledgee  or any  Secured
Creditor to exercise any such right,  power or remedy shall  operate as a waiver
thereof.  Unless  otherwise  required by the Credit  Documents,  no notice to or
demand  upon any  Pledgor in any case  shall  entitle it to any other or further
notice or demand in similar other circumstances or constitute a waiver of any of
the rights of the Pledgee or any other  Secured  Creditor  to any other  further
action in any circumstances without demand or notice.




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         8.2  Pledgee  to  Act on  Behalf  of  Secured  Creditors.  The  Secured
Creditors  agree by their  acceptance of the benefits hereof that this Agreement
may be enforced on their behalf only by the action of the  Pledgee,  acting upon
the  instructions  of the  Required  Lenders  (or,  after  all  Credit  Document
Obligations have been paid in full,  instructions of the holders of at least the
majority  of the  outstanding  Hedge  Obligations)  ant  that no  other  Secured
Creditor shall have any right individually to seek to enforce or to enforce this
Agreement  or to  realize  upon the  security  to be  granted  hereby,  it being
understood  and agreed that such rights and  remedies  may be  exercised  by the
Pledgee,  for the  benefit  of the  Secured  Creditors,  upon the  terms of this
Agreement.

9.       APPLICATION OF PROCEEDS.

         (a) All  moneys  collected  by the  Pledgee  Upon  any  sale  or  other
disposition of the Collateral pursuant to the terms of this Agreement,  together
with all other  moneys  received by the Pledgee  hereunder,  shall be applied as
follows:

                  (i)  first,  to the  payment of all  Obligations  owing to the
         Pledgee  or any of the  Secured  Creditors  of the  type  described  in
         clauses (ii) and (iii) of section 1 of this Agreement;

                  (ii) second, to the extent monies remain after the application
         pursuant  to  the  preceding   clause  (i),  an  amount  equal  to  the
         outstanding  Obligations  shall  be paid to the  Secured  Creditors  as
         provided in section  9(c),  with each  Secured  Creditor  receiving  an
         amount  equal to its  outstanding  Obligations  or, if the proceeds are
         insufficient  to pay in full all such  Obligations,  its Pro Rata Share
         (as defined below) of the amount remaining to be distributed; and

                  (iii) third, to the extent monies remain after the application
         pursuant  to the  preceding  clauses  (i)  and  (ii) or  following  the
         termination of this Agreement  pursuant to section 18(a) hereof, to the
         relevant  Pledgor or to whomever  may be  lawfully  entitled to receive
         such surplus.

         (b) For purposes of this  Agreement,  "Pro Rata Share" shall mean, when
calculating a Secured  Creditor's  portion of any  distribution  or amount,  the
amount (expressed as a percentage)  equal to a fraction,  the numerator of which
is the then  outstanding  amount of the relevant  Obligations  owed such Secured
Creditor  and the  denominator  of which is the then  outstanding  amount of all
Obligations.

         (c) All payments required to be made to the (i) Lenders hereunder shall
be made to the  Administrative  Agent for the account of the respective  Lenders
and (ii) Hedge  Creditors  hereunder shall be made to the paying agent under the
applicable  Designated  Hedge  Agreement  or,  in the case of  Designated  Hedge
Agreements without a paying agent, directly to the applicable Hedge Creditor.


                                                        10

<PAGE>



         (d) For purposes of applying  payments received in accordance with this
section 9, the Pledgee  shall be  entitled  to rely upon (i) the  Administrative
Agent for a determination (which the Administrative Agent agrees to provide upon
request to the  Pledgee) of the  outstanding  Credit  Document  Obligations  (as
defined  in the  Subsidiary  Guaranty)  and (ii) Upon any Hedge  Creditor  for a
determination  (which each Hedge Creditor  agrees to provide upon request to the
Pledgee) of the  outstanding  Hedge  Obligations  (as defined in the  Subsidiary
Guaranty) owed to such Hedge Creditor. Unless it has actual knowledge (including
by way of  written  notice  from  a  Secured  Creditor)  to  the  contrary,  the
Administrative  Agent  under the Credit  Agreement,  in  furnishing  information
pursuant to the preceding sentence, and the Pledgee, in acting hereunder,  shall
be  entitled  to  assume  that (x) no  Credit  Document  Obligation  other  than
principal,  interest and regularly accruing fees are owing to any Lender any (y)
no Designated Hedge Agreements or Hedge  Obligations with respect thereto are in
existence.

         (e) It is  understood  and agreed that each Pledgor shall remain liable
to the extent of any  deficiency  between (x) the amount of the  proceeds of the
Collateral  applied pursuant to clause (i) of section 9(a) and (y) the aggregate
outstanding amount of the Obligations.

10.      PURCHASERS OF COLLATERAL.

         Upon any sale of the  Collateral by the Pledgee  hereunder  (whether by
virtue of the power of sale herein  granted,  pursuant  to  judicial  process or
otherwise), the receipt of the Pledgee or the officer making the sale shall be a
sufficient  discharge to the purchaser or purchasers of the  Collateral so sold,
and  such  purchaser  or  purchasers  shall  not  be  obligated  to  see  to the
application  of any part of the purchase  money paid over to the Pledgee or such
officer or be answerable  in any way for the  misapplication  or  nonapplication
thereof.

11.      INDEMNITY.

         Each Pledgor  jointly and  severally  agrees (i) to indemnify  and hold
harmless  the  Pledgee and the  Secured  Creditors  from and against any and all
claims,  demands,  losses,  judgments and liabilities (including liabilities for
penalties) of whatsoever  kind or nature,  and (ii) to reimburse the Pledgee and
the  Secured  Creditors  for  all  reasonable  costs  and  expenses,   including
reasonable  attorneys' fees, growing out of, or resulting from this Agreement or
the  exercise by the Pledgee of any right or remedy  granted to it  hereunder or
under any other Secured Debt Agreement  except,  with respect to clauses (i) and
(ii) above,  for those  arising from the Pledgee's  gross  negligence or willful
misconduct.  In no event  shall the  Pledgee be liable,  in the absence of gross
negligence  or  willful  misconduct  on its  part,  for any  matter  or thing in
connection  with  this  Agreement  other  than to  account  for  moneys or other
property actually received by it in accordance with the terms hereof or thereof.
If and to the extent that the  obligations of each Pledgor under this Section 11
are unenforceable for any reason, each Pledgor hereby agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible under applicable law.




                                                        11

<PAGE>



12.      FURTHER ASSURANCES.

         Each  Pledgor  agrees that it will join with the  Pledgee in  executing
and, at the Pledgor's own expense,  file and refile under the Uniform Commercial
Code such financing statements,  continuation  statements and other documents in
such offices as the Pledgee may deem  reasonably  necessary or  appropriate  and
wherever  required  or  permitted  by law in order to perfect and  preserve  the
Pledgee's  security  interest in the Collateral  hereunder and hereby authorizes
the Pledgee to file financing  statements and amendments thereto relative to all
or any part of the  Collateral  without  the  signature  of such  Pledgor  where
permitted  by law,  and agrees to do such further acts and things and to execute
and deliver to the Pledgee such additional conveyances,  assignments, agreements
and instruments as the Pledgee may reasonably require or deem advisable to carry
into effect the purposes of this Agreement or to further assure and confirm unto
the Pledgee its rights, powers and remedies hereunder or thereunder.

13.      THE PLEDGEE AS AGENT.

         The Pledgee will hold in  accordance  with this  Agreement all items of
the  Collateral  at any time  received  under this  Agreement.  It is  expressly
understood  and  agreed  that the  obligations  of the  Pledgee as holder of the
Collateral and interests  therein and with respect to the  disposition  thereof,
and otherwise under this  Agreement,  are only those expressly set forth in this
Agreement. The Pledgee shall act hereunder on the terms and conditions set forth
herein and in section 11 of the Credit Agreement.

14.      TRANSFER BY THE PLEDGORS.

         No Pledgor  will sell or  otherwise  dispose of,  grant any option with
respect to, or mortgage,  pledge or otherwise  encumber any of the Collateral or
any interest  therein (except in accordance with the terms of this Agreement and
the Credit Documents).

15.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
         PLEDGORS.

         (a)      Each Pledgor represents, warrants and covenants that:

                  (i) it is the legal,  beneficial  and record owner of, and has
         good and marketable  title to, all Securities  pledged by it hereunder,
         subject to no pledge, lien, mortgage, hypothecation, security interest,
         charge,  option or other encumbrance  whatsoever,  except the liens and
         security interests created by this Agreement;

                  (ii) it has full  power,  authority  and legal right to pledge
         all the Securities pledged by it pursuant to this Agreement;




                                                        12

<PAGE>



                  (iii) all the shares of the Stock  have been duly and  validly
         issued and are fully paid and nonassessable;

                  (iv) each of fee Notes,  when executed by the obligor  thereof
         and pledged  hereunder,  will be the legal valid and binding obligation
         of the obligor thereof, enforceable in accordance with its terms;

                  (v) it will defend the Pledgee's right,  title and interest in
         and to the Equity Interests and in and to the Collateral  pledged by it
         pursuant hereto or in which it has granted a security interest pursuant
         hereto against the claims and demands of all other persons  whomsoever,
         and such Pledgor  covenants  and agrees that it will have like title to
         and right to pledge any other property at any time hereafter pledged to
         the Pledgee as Collateral  hereunder and will likewise defend the right
         thereto and security interest therein of the Pledgee;

                  (vi) it is the  legal  and  beneficial  owner  of and has good
         title to its  Equity  Interests  and has good title to all of the other
         Collateral  pledged by it pursuant  hereto or in which it has granted a
         security  interest  pursuant  hereto,  free and  clear  of all  claims,
         pledges,  liens,  encumbrances  and security  interests of every nature
         whatsoever,  except such as are created pursuant to this Agreement, and
         has the  unqualified  right to pledge and grant a security  interest in
         the same as herein  provided  without the consent of any other  person,
         firm, association or entity which has not been obtained;

                  (vii) it the full power,  authority  and legal right to pledge
         the Equity Interests  pledged by it pursuant to this Agreement and such
         Equity Interest has been validly  acquired and is fully paid for and is
         duly and validly pledged hereunder;

                  (viii) it is not in default in the  payment of any  portion of
         any mandatory capital  contribution,  if any, required to be made under
         any partnership  agreement or limited  liability  company  agreement to
         which such Pledgor is a party,  and such Pledgor is not in violation of
         any other material  provisions of any partnership  agreement or limited
         liability  company  agreement  to which  such  Pledgor  is a party,  or
         otherwise in default or  violation  thereunder,  no Equity  Interest is
         subject to any  defense,  offset or  counterclaim,  nor have any of the
         foregoing  been asserted or alleged  against such Pledgor by any person
         with respect thereto and as of the Initial Borrowing Date, there are no
         certificates,  instruments, documents or other writings (other than the
         partnership  agreements,  limited  liability  company  agreements,  and
         certificates, if any, delivered to the Collateral Agent) which evidence
         any Equity Interest of such Pledgor;

                  (ix)  the  pledge  and  assignment  of  the  Equity  Interests
         pursuant to this Agreement, together with the relevant filings consents
         or  recordings   (which  filings  and  recordings  have  been  made  or
         obtained),  creates a valid,  perfected and  continuing  first security
         interest in such Equity Interests and the proceeds thereof,  subject to
         no prior lien


                                                        13

<PAGE>



         or  encumbrance  or to any  agreement  purporting to grant to any third
         party a lien or  encumbrance  on the property or assets of such Pledgor
         which would include the Collateral;

                  (x)  there are no  currently  effective  financing  statements
         under the UCC covering any  property  which is now or hereafter  may be
         included in the  Collateral  and such Pledgor  will,  without the prior
         written consent of the Pledgee, execute and, until the Termination Date
         (as hereinafter defined),  there will not ever be on file in any public
         office any enforceable  financing  statement or statements covering any
         or all of the Collateral,  except  financing  statements filed or to be
         filed in favor of the Pledgee as secured party,

                  (xi) it shall give the  Pledgee  prompt  notice of any written
         claim  relating to the  Collateral  and shall  deliver to the Pledgee a
         copy of each other demand,  notice or document received by it which may
         adversely  affect the  Pledgee's  interest in the  Collateral  promptly
         upon,  but in any event within 10 days after,  such  Pledgor's  receipt
         thereof;

                  (xii) it shall  not  withdraw  as a  partner  or member of any
         Pledged  Entity,  or file or  pursue  or take  any  action  which  may,
         directly or  indirectly,  cause a dissolution or liquidation of or with
         respect to any Pledged  Entity or seek a partition  of any property of,
         any Pledged Entity, except as permitted by the Credit Agreement; and

                  (xiii) a notice  in the  form  set  forth in Annex E  attached
         hereto  and by this  reference  made a part  hereof  (such  notice  the
         "Notice of Pledge"),  appropriately  completed,  notifying each Pledged
         Entity of the existence of this  Agreement and a certified copy of this
         Agreement have been  delivered by such Pledgor to the relevant  Pledged
         Entity,  and such Pledgor has received and  delivered to the Pledgee an
         acknowledgment  in the form set forth in Annex E attached  hereto (such
         acknowledgment,  the "Pledged Entity  Acknowledgment") duly executed by
         the relevant Pledged Entity.

         (b) Each Pledgor covenants and agrees that it will defend the Pledgee's
right,  title and  security  interest in and to the  Collateral  (including  the
proceeds thereof) against the claims and demands of all persons whomsoever.

         (c) Each Pledgor covenants and agrees that it will take no action which
would  violate  or be  inconsistent  with any of the terms of any  Secured  Debt
Agreement or which would have the effect of impairing  the position or interests
of the Pledgee or any Secured  Creditor under any Secured Debt Agreement  except
as permitted by the Credit Agreement.

16.      PLEDGORS' OBLIGATIONS ABSOLUTE, ETC.

         The  obligations of each Pledgor under this Agreement shall be absolute
and  unconditional  and shall remain in full force and effect without regard to,
and  shall not be  released,  suspended,  discharged,  terminated  or  otherwise
affected by, any circumstance or occurrence whatsoever,


                                                        14

<PAGE>



including, without limitation:

                  (i) any renewal,  extension,  amendment or modification of, or
         addition or supplement  to or deletion  from other Credit  Documents or
         any other Secured Debt Agreement,  or any other instrument or agreement
         referred to therein, or any assignment or transfer of any thereof;

                  (ii)  any  waiver,  consent,  extension,  indulgence  or other
         action  or  inaction  under  or in  respect  of any such  agreement  or
         instrument  or this  Agreement  except as  expressly  provided  in such
         renewal,  extension,  amendment,  modification,  addition,  supplement,
         assignment or transfer;

                  (iii) any furnishing of any additional security to the Pledgee
         or its  assignee  or any  acceptance  thereof  or  any  release  of any
         security by the Pledgee or its assignee;

                  (iv) any  limitation on any person's  liability or obligations
         under  any  such   instrument   or  agreement  or  any   invalidity  or
         unenforceability,  in  whole  or in part,  of any  such  instrument  or
         agreement or any term thereof; or

                  (v) any bankruptcy, insolvency,  reorganization,  composition,
         adjustment, dissolution,  liquidation or other link proceeding relating
         to a Pledgor or any  Subsidiary of a Pledgor,  or any action taken with
         respect to this Agreement by any trustee or receiver,  or by any court,
         in any such  proceeding,  whether or not a Pledgor shall have notice or
         knowledge of any of the foregoing.

17.      REGISTRATION, ETC.

                  (a) If a Noticed  Event of Default  shall have occurred and be
         continuing  and the  relevant  Pledgor  shall  have  received  from the
         Pledgee a written  request  or  requests  that such  Pledgor  cause any
         registration,  qualification  or compliance  under any Federal or state
         securities  law or laws to be effected  with respect to all or any part
         of the Stock of its  Subsidiaries,  such Pledgor as soon as practicable
         and at its expense will use its best efforts to cause such registration
         to be effected (and be kept effective) and will use its best efforts to
         cause such  qualification  and  compliance  to be effected (and be kept
         effective) as may be so requested and as would permit or facilitate the
         sale and  distribution of such Stock,  including,  without  limitation,
         registration  under the  Securities  Act of 1933, as then in effect (or
         any similar statute then in effect),  appropriate  qualifications under
         applicable  blue sky or other  state  securities  laws and  appropriate
         compliance with any other governmental requirements,  provided that the
         Pledgee  shall furnish to such Pledgor such  information  regarding the
         Pledgee as such Pledgor may request in writing and as shall be required
         in connection with any such registration,  qualification or compliance.
         The  relevant  Pledgor  will cause the  Pledgee  to be kept  reasonably
         advised  in  writing  as to the  progress  of each  such  registration,
         qualification or compliance and as to the completion


                                                        15

<PAGE>



         thereof,  will  furnish to the  Pledgee  such  number of  prospectuses,
         offering  circulars and other documents incident thereto as the Pledgee
         from  time to time  may  reasonably  request,  and will  indemnify  the
         Pledgee and all others  participating in the distribution of such Stock
         against all claims, losses, damages or liabilities caused by any untrue
         statement (or alleged  untrue  statement) of a material fact  contained
         therein (or in any related registration statement,  notification or the
         like) or by any omission (or alleged  omission) to state therein (or in
         any  related  registration  statement,  notification  or  the  like)  a
         material  fact  required to be stated  therein or necessary to make the
         statements therein not misleading,  except insofar as the same may have
         been caused by an untrue  statement or omission based upon  information
         furnished in writing to such Pledgor by the Pledgee  expressly  for use
         therein.

         (b) If at any time when the Pledgee  shall  determine  to exercise  its
         right to sell all or any part of the Pledged Stock; pursuant to section
         7, such Pledged Stock or the part thereof to be sold shall not, for any
         reason whatsoever,  be effectively  registered under the Securities Act
         of 1933,  as then in effect,  the Pledgee may, in its sole and absolute
         discretion,  sell such Pledged Stock or part thereof by private sale in
         such manner and under such  Circumstances as Pledgee may deem necessary
         or  advisable  in order that such sale may legally be effected  without
         such  registration,  provided that at least 10 days' notice of the time
         and  place of any such  sale  shall be given to the  relevant  Pledgor.
         Without limiting the generality of the foregoing, in any such event the
         Pledgee, in its sole and absolute  discretion,  (i) may proceed to make
         such private sale notwithstanding that a registration statement for the
         purpose of  registering  such Pledged  Stock or part thereof shall have
         been filed under such  Securities  Act, (ii) may approach and negotiate
         with a single  possible  purchaser  to  effect  such sale and (iii) may
         restrict  such sale to a purchaser  who will  represent  and agree that
         such purchaser is purchasing for its own account,  for investment,  and
         not with a view to the  distribution  or sale of such Pledged  Stock or
         part thereof. In the event of any such sale, the Pledgee shall incur no
         responsibility  or liability to any Pledgor for selling all or any part
         of the  Pledged  Stock at a price  which the  Pledgee may in good faith
         deem   reasonable   under  the   circumstances,   notwithstanding   the
         possibility that a substantially  higher price might be realized if the
         sale were deferred until the registration as aforesaid.

18.      TERMINATION; RELEASE.

         (a) After the Termination Date (as defined below), this Agreement shall
terminate  (provided  that  indemnities  set  forth  herein  including,  without
limitation,  in section 11 hereof shall  survive any such  termination)  and the
Pledgee,  at the request and expense of the relevant  Pledgor,  will execute and
deliver to the relevant Pledgor a proper instrument or instruments acknowledging
the  satisfaction  and termination of this Agreement as provided above, and will
duly assign,  transfer and deliver to the relevant Pledgor (without recourse and
without any  representation or warranty) such of the Collateral as may be in the
possession  of the Pledgee  and as has not  theretofore  been sold or  otherwise
applied or released pursuant to this Agreement, together with


                                                        16

<PAGE>



moneys at the time held by the  Pledgee  hereunder.  As used in this  Agreement,
"Termination  Date" shall mean the date upon which the Total  Commitment and all
Designated Hedge  Agreements have been terminated,  no Letter of Credit nor Note
under the Credit  Agreement is outstanding and all other  Obligations  have been
paid in full.

         (b) In the event that any part of the  Collateral is sold in connection
with a sale  permitted  by section 9.2 of the Credit  Agreement  or is otherwise
released  at the  direction  of the  Required  Lenders  (or all the  Lenders  if
required by section  13.12 of the Credit  Agreement),  and the  proceeds of such
sale or sales or from such  release  are to be  applied in  accordance  with the
terms of the Credit  Agreement  to the extent  required  to be so  applied,  the
Pledgee, at the request and expense of such Pledgor will release such Collateral
from this Agreement,  and will duly assign, transfer and deliver to such Pledgor
(without  recourse  and  without any  representation  or  warranty)  such of the
Collateral  as is then being (or has been) so sold or released  and as may be in
possession of the Pledgee and has not theretofore been released pursuant to this
Agreement.

         (c) At any time that a Pledgor  desires that  Collateral be released as
provided in the foregoing  section 18(a) or (b), it shall deliver to the Pledgee
a  certificate  signed by an executive  officer  stating that the release of the
respective Collateral is permitted pursuant to section 18(a) or (b). The Pledgee
shall have no liability  whatsoever to any Secured Creditor as the result of any
release of Collateral by it as permitted by this section 18.

19.      NOTICES, ETC.

         All notices and other communications  hereunder shall be in writing and
shall be delivered or mailed by first class mail postage prepaid, addressed:

                  (i) if to any Pledgor, at its address specified in or pursuant
         to the Subsidiary Guaranty,

                  (ii)     if to the Pledgee, at:

                           KeyBank of New York,
                                    as Collateral Agent
                           2 Gannett Drive
                           White Plains, New York 10604
                           Attn.:   Brendan Sachjten
                                    Senior Market Manager
                                    Tel.  No.: (914) 696-2161
                                    Fax No.: (914) 694-8463;


                                                        17

<PAGE>




                           with copies to:

                           Jones, Day, Reavis & Pogue
                           North Point
                           901 Lakeside Avenue
                           Cleveland, Ohio 44114
                           Attn.:   John W.  Sager, Esq.
                                    Te1.  No.: (216) 586-7228
                                    Fax No.: (216) 579-0212


                  (iii)  if to any  Lender  (other  than the  Pledgee),  at such
         address as such Lender shall have specified in the Credit Agreement;

                  (iv) if to any Hedge  Creditor,  at such address as such Hedge
         Creditor  shall  have  specified  in writing  to the  Pledgors  and the
         Pledgee;

or at such  address  as shall  have been  furnished  in  writing  by any  person
described above to the party required to given notice hereunder.

20.      WAIVER; AMENDMENT.

         None of the terms and  conditions  of this  Agreement  may be  changed,
waived,  modified  or varied in any manner  whatsoever  unless in  writing  duly
signed by each Pledgor and the Pledgee (with the consent of the Required Lenders
or, to the extent  required by section 13.12 of the Credit  Agreement all of the
Lenders);  provided,  however,  that no such  change,  waiver,  modification  or
variance  shall be made to  section  9 hereof or this  section  20  without  the
consent of each Secured Creditor adversely  affected thereby,  provided further,
that any  change,  waiver,  modification  or variance  affecting  the rights and
benefits of a single Class of Secured  Creditors (and not all Secured  Creditors
in a like or similar  manner) shall require the written consent of the Requisite
Creditors of such Class of Secured Creditors. For the purpose of this Agreement,
the term "Class" shall mean each class of Secured  Creditors,  i.e., whether (x)
the  lenders  as holders of the  Credit  Document  Obligations  or (y) the Hedge
Creditors  as  holders  of the  Hedge  Obligations.  For  the  purpose  of  this
Agreement,  the term  "Requisite  Creditors" of any Class shall mean each of (x)
with respect to each of the Credit Document  Obligations,  the Required  Lenders
and (y)  with  respect  to the  Hedge  Obligations,  the  holders  of 51% of all
obligations outstanding from time to time under the Designated Hedge Agreements.

21.      PLEDGEE NOT BOUND.

         (a) Nothing  herein shall be construed to make the Pledgee  liable as a
general partner or limited partner of any Pledged Entity or a shareholder of any
corporation, and the Pledgee by


                                                        18

<PAGE>



virtue of this  Agreement or otherwise  (except as referred to in the  following
sentence)  shall not have any of the duties,  obligations  or  liabilities  of a
general partner or limited partner of any Pledged Entity or a stockholder of any
corporation.  The parties hereto expressly agree that,  unless the Pledgee shall
become the absolute owner of a Equity  Interest or Stock pursuant  hereto,  this
Agreement  shall not be construed  as creating a  partnership  or joint  venture
among the Pledgee and/or a Pledgor.

         (b) Except as  provided  in the last  sentence  of section  21(a),  the
Pledgee,  by  accepting  this  Agreement,  did not  intent  to  become a general
partner, limited partner or member of any Pledged Entity or a shareholder of any
corporation  or  otherwise  be deemed to be a  co-venturer  with  respect to any
Pledgor or any Pledged Entity or a shareholder of any corporation  either before
or after an Event of Default  shall have  occurred.  The Pledgee shall have only
those powers set forth  herein and shall assume none of the duties,  obligations
or liabilities of a general  partner or limited partner of any Pledged Entity or
of a Pledgor.

         (c) The Pledgee  shall not be  obligated  to perform or  discharge  any
obligation  of a  Pledgor  as a  result  of  the  collateral  assignment  hereby
effected.

         (d) The  acceptance  by the  Pledgee  of this  Agreement,  with all the
rights, powers, privileges and authority so created, shall not at any time or in
any event  obligate the Pledgee to appear in or defend any action or  proceeding
relating  to the  Collateral  to which it is not a party,  or to take any action
hereunder or thereunder, or to expend any money or incur any expenses or perform
or discharge any obligation duty or liability under the Collateral.

22.      MISCELLANEOUS.

         This  Agreement  shall  create a  continuing  security  interest in the
Collateral  and shall (i)  remain in full force and  effect,  subject to release
and/or  termination  as set  forth in  section  18,  (ii) be  binding  upon each
Pledgor, its successors and assigns;  provided,  however,  that no Pledgor shall
assign any of its rights or  obligations  hereunder  without  the prior  written
consent of the Pledgee (with the prior written  consent of the Required  Lenders
or to the extent required by section 13.12 of the Credit  Agreement,  all of the
Lenders),  and (iii) inure, together with the rights and remedies of the Pledgee
hereunder,  to the  benefit of the  Pledgee,  the  Secured  Creditors  and their
respective  successors,   transferees  and  assigns.  THIS  AGREEMENT  SHALL  BE
CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
The headings of the several  sections and  subsections in this Agreement are for
purposes of  reference  only and shall not limit or define the  meaning  hereof.
This  Agreement  may be  executed in any number of  counterparts,  each of which
shall be an original, but all of which together shall constitute one instrument.
In the event that any provision of this  Agreement  shall prove to be invalid or
unenforceable,  such  provision  shall be deemed to be severable  from the other
provisions of this Agreement which shall remain binding on all parties hereto.


                                                        19

<PAGE>


23.      WAIVER OF JURY TRIAL.

         Each Pledgor and the Pledgee each hereby  irrevocably  waives all right
to a trial by jury in any action,  proceeding or counterclaim  arising out of or
relating to this Agreement or the transactions contemplated hereby.


                                                        20