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                     BORROWER STOCKHOLDERS PLEDGE AGREEMENT
                     --------------------------------------

         This BORROWER STOCKHOLDERS PLEDGE AGREEMENT, dated as of September 6,
2002 (together with all amendments, if any, from time to time hereto, this
"AGREEMENT"), is made by and among EACH OF THE PLEDGORS SIGNATORY HERETO AND
EACH ADDITIONAL PARTY THAT BECOMES A PLEDGOR HERETO PURSUANT TO SECTION 21
HEREOF (together with their respective successors and assigns, collectively,
"PLEDGORS" and each individually, "PLEDGOR"), and GENERAL ELECTRIC CAPITAL
CORPORATION, in its capacity as Agent ("AGENT") for itself and the lenders from
time to time party to the Credit Agreement referred to below ("LENDERS").

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

         WHEREAS, pursuant to that certain Credit Agreement, dated as of the
date hereof, by and among AlbaHealth, LLC, a Delaware limited liability company
("BORROWER"), the other Credit Parties signatory thereto, General Electric
Capital Corporation, for itself, as Lender, and as Agent for Lenders, and the
other Lenders signatory thereto from time to time (including all annexes,
exhibits and schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the "CREDIT AGREEMENT"), the Lenders have
agreed to make the Loans and to incur the Letter of Credit Obligations on behalf
of the Borrower;

         WHEREAS, Pledgors are the respective record and beneficial owners of
the Pledged Shares listed in Part A of SCHEDULE I hereto and the respective
owners of the Pledged Indebtedness listed in Part B of SCHEDULE I;

         WHEREAS, Pledgors collectively own all of the Stock of Borrower and
will directly or indirectly benefit from the credit facilities made available to
Borrower under the Credit Agreement; and

         WHEREAS, in order to induce Agent and Lenders to enter into the Credit
Agreement and the other Loan Documents and to induce Agent and Lenders to make
the Loans and to incur the Letter of Credit Obligations as provided for in the
Credit Agreement, Pledgors have agreed to pledge the Pledged Collateral to Agent
in accordance herewith.

     NOW, THEREFORE, in consideration of the premises and the covenants
     hereinafter contained and to induce Lenders to make the Loans and to incur
     the Letter of Credit Obligations under the Credit Agreement, it is agreed
     as follows:

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         1.    DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement or in ANNEX A thereto are used herein (including the
recitals hereof) as therein defined, and the following shall have the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

         "ACT" means the Securities Act of 1933, as amended from time to time,
and any successor statute thereto.

         "BANKRUPTCY CODE" means Title 11, United States Code, as amended from
time to time, and any successor statute thereto.

         "OPERATING AGREEMENT" means each limited liability company agreement,
operating agreement or similar agreement identified on Part A of SCHEDULE I
hereto relating to Pledged Shares consisting of a membership interest in a
limited liability company, in each case, as amended, supplemented or otherwise
modified from time to time.

         "PLEDGED COLLATERAL" has the meaning assigned to such term in SECTION 2
hereof.

         "PLEDGED ENTITY" means an issuer of Pledged Shares or Pledged
Indebtedness.

         "PLEDGED INDEBTEDNESS" means, with respect to any Pledgor or Pledgors,
the Indebtedness of any Credit Party or any of its Subsidiaries evidenced by
promissory notes and instruments listed on Part B of SCHEDULE I hereto.

         "PLEDGED SHARES" means, with respect to any Pledgor or Pledgors, those
shares of Stock held by such Pledgor or Pledgors listed on Part A of SCHEDULE I
hereto.

         "SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
3 hereof.

         2.    PLEDGE. Each Pledgor hereby pledges to Agent, and grants to Agent
for itself and the benefit of the Lenders, a first priority security interest in
(subject to SECTION 7) all of the following (collectively, the "PLEDGED
COLLATERAL"):

               (a)  such Pledgor's Pledged Shares and the certificates
     representing such Pledged Shares, and all dividends, distributions, cash,
     instruments and other property or proceeds from time to time received,
     receivable or otherwise distributed and to the extent applicable,
     allocations of profit and losses in respect of or in exchange for any or
     all of such Pledged Shares;

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               (b)  any additional shares of Stock, or other right, title or
     interest in, the equity of any Credit Party from time to time acquired by
     such Pledgor in any manner (which shares shall be deemed to be part of such
     Pledgor's Pledged Shares), and any certificates representing such Stock,
     and all dividends, distributions, cash, instruments and other property or
     proceeds from time to time received, receivable or otherwise distributed in
     respect of or in exchange for any or all of such Stock;

               (c)  such Pledgor's Pledged Indebtedness and the promissory notes
     or instruments evidencing such Pledged Indebtedness, and all interest,
     cash, instruments and other property and assets from time to time received,
     receivable or otherwise distributed in respect of such Pledged
     Indebtedness; and

               (d)  all additional Indebtedness arising after the date hereof
     and owing to such Pledgor by any Credit Party (which Indebtedness shall be
     deemed to be part of such Pledgor's Pledged Indebtedness) evidenced by
     promissory notes or other instruments, together with such promissory notes
     and instruments, and all interest, cash, instruments and other property and
     assets from time to time received, receivable or otherwise distributed in
     respect of such Pledged Indebtedness.

         3.    SECURITY FOR OBLIGATIONS; DELIVERY OF PLEDGED COLLATERAL.

               (a)  This Agreement secures, and the Pledged Collateral is
     security for, the prompt payment in full when due, whether at stated
     maturity, by acceleration or otherwise, and performance of all Obligations
     of any kind under or in connection with the Credit Agreement and the other
     Loan Documents and all obligations of Pledgors now or hereafter existing
     under this Agreement including, without limitation, all fees, costs and
     expenses whether in connection with collection actions hereunder or
     otherwise (collectively, the "SECURED OBLIGATIONS").

               (b)  All certificates and all promissory notes and instruments
     evidencing the Pledged Collateral shall be delivered to and held by or on
     behalf of Agent, for itself and the benefit of Lenders, pursuant hereto.
     All Pledged Shares evidenced by certificates shall be accompanied by duly
     executed instruments of transfer or assignment in blank, all in form and
     substance reasonably satisfactory to Agent and all promissory notes or
     other instruments evidencing the Pledged Indebtedness shall be endorsed by
     the applicable Pledgor, in form and substance reasonably satisfactory to
     Agent. Each Pledgor has caused each such Pledged Entity to record on its
     books and records the pledge created by it hereby and to execute and
     deliver the Acknowledgment and Consent in the form of SCHEDULE II hereto.
     Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to
     this Agreement and agrees that all Pledged Shares and Pledged Indebtedness

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     listed on any Pledge Amendment delivered to Agent shall for all purposes
     hereunder be considered Pledged Collateral.

         4.    INSTRUCTIONS TO PLEDGED ENTITY. Each Pledgor hereby authorizes
and instructs each Pledged Entity listed on Part A of SCHEDULE I hereto to
comply with any instruction received by it from Agent without any further order
or further consent or instructions from Pledgor and Pledgor agrees that each
Pledged Entity shall be fully protected in so complying.

         5.    REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and
warrants, with respect to itself, to Agent that:

               (a)  Such Pledgor is, and at the time of its pledge of any
     Pledged Collateral hereunder will be, the sole holder of record and the
     sole beneficial owner of such Pledged Collateral free and clear of any Lien
     thereon or affecting the title thereto;

               (b)  All of the Pledged Shares pledged by such Pledgor are
     presently owned by such Pledgor and are presently represented by the
     certificates as listed on Part A of SCHEDULE I hereto. As of the date
     hereof, other than as set forth in the Limited Liability Agreement of the
     Borrower, there are no existing options, warrants, calls, purchase rights
     or commitments of any character whatsoever relating to the Pledged Shares
     to which such Pledgor is a party other than the Put Option Agreement and
     the Limited Liability Company Agreement;

               (c)  No consent, approval, authorization or other order or other
     action by, and no notice to or filing with, any Governmental Authority or
     any other Person is required for the exercise by Agent of the voting or
     other rights provided for in this Agreement or the remedies in respect of
     such Pledgor's Pledged Collateral pursuant to this Agreement, except as may
     be required in connection with such disposition by laws affecting the
     offering and sale of securities generally;

               (d)  The pledge, assignment and delivery of such Pledgor's
     Pledged Collateral pursuant to this Agreement will create a valid first
     priority Lien on and a first priority perfected security interest in favor
     of the Agent for the benefit of Agent and Lenders in such Pledged
     Collateral and the proceeds thereof, securing the payment of the Secured
     Obligations, subject to no other Lien;

               (e)  The execution, delivery and performance by such Pledgor of
     this Agreement and the creation of all Liens provided for herein: (a) are
     within such Person's corporate or organizational power; (b) have been duly
     authorized by all necessary corporate, limited liability company or limited
     partnership action; (c) do not contravene any provision of such Person's
     charter, bylaws or partnership or operating agreement as applicable; (d) do
     not violate any law or

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<PAGE>

     regulation, or any order or decree of any court or Governmental Authority
     applicable to such Pledgor; (e) do not conflict with or result in the
     breach or termination of, constitute a default under or accelerate or
     permit the acceleration of any performance required by, any material
     indenture, mortgage, deed of trust, lease, agreement or other instrument to
     which such Person is a party or by which such Person or any of its property
     is bound; (f) do not result in the creation or imposition of any Lien upon
     any of the property of such Person other than those in favor of Agent, on
     behalf of itself and Lenders, pursuant to the Loan Documents; and (g) do
     not require the consent or approval of any Governmental Authority or any
     other Person other than those which have been obtained. This Agreement has
     been duly executed and delivered by such Pledgor and constitutes a legal,
     valid and binding obligation of such Pledgor enforceable against it in
     accordance with its terms;

               (f)  Except as set forth in Part B of SCHEDULE I with respect to
     such Pledgor, there does not exist any Indebtedness owing to such Pledgor
     by any Credit Party evidenced by promissory notes or other instruments.

               (g)  Such Pledgor is not an "investment company" or an
     "affiliated person" of, or "promoter" or "principal underwriter" for, an
     "investment company," as such terms are defined in the Investment Company
     Act of 1940. No Pledgor is subject to regulation under the Public Utility
     Holding Company Act of 1935, the Federal Power Act, or any other federal or
     state statute that restricts or limits its ability to incur Indebtedness or
     to perform its obligations hereunder;

               (h)  Except as set forth in Section 3.14 of the Credit Agreement,
     to such Pledgor's knowledge, no broker or finder brought about the
     obtaining, making or closing of the Loans or the Related Transactions, and
     neither Pledgor nor an Affiliate thereof has any obligation to any Person
     in respect of any finder's or brokerage fees in connection therewith;

               (i)  No action, claim, lawsuit, demand, investigation or
     proceeding is now pending or, to the knowledge of such Pledgor, threatened
     against such Pledgor, before any Governmental Authority or before any
     arbitrator or panel of arbitrators that challenges such Pledgor's right or
     power to enter into or perform any of its obligations under this Agreement
     or the validity or enforceability of any Related Transaction Document to
     which it is a party or any action taken thereunder; and

               (j)  Such Pledgor's Pledged Indebtedness is not subordinated in
     right of payment to other Indebtedness (except for the Secured Obligations)
     or subject to the terms of an indenture.

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<PAGE>

The representations and warranties set forth in this SECTION 5 shall survive the
execution and delivery of this Agreement.

         6.    COVENANTS. Each Pledgor covenants and agrees that until the
Termination Date:

               (a)  Without the prior written consent of Agent, such Pledgor
     will not sell, assign, transfer, pledge, or otherwise encumber any of its
     rights in or to the Pledged Collateral, or any unpaid dividends, interest
     or other distributions or payments with respect to the Pledged Collateral
     or grant a Lien in the Pledged Collateral, unless, in each case, otherwise
     expressly permitted by this Agreement;

               (b)  Such Pledgor will, at its expense, (i) promptly execute,
     acknowledge and deliver all such instruments and take all such actions as
     Agent from time to time may reasonably request in order to ensure to Agent
     and Lenders the benefits of the Liens in and to the Pledged Collateral
     pledged by it and intended to be created by this Agreement, including the
     filing of any necessary Code financing statements, which may be filed by
     Agent with or (to the extent permitted by law) without the signature of
     such Pledgor, and (ii) will cooperate with Agent, at such Pledgor's
     expense, in obtaining all necessary approvals and making all necessary
     filings under federal, state, local or foreign law in connection with such
     Liens or any sale or transfer of the Pledged Collateral;

               (c)  Such Pledgor has and will defend the title to the Pledged
     Collateral pledged by it and the Liens of Agent in such Pledged Collateral
     against the claim of any Person claiming by or through such Pledgor and
     will maintain and preserve such Liens;

               (d)  Such Pledgor will, upon obtaining ownership of any
     additional Stock or promissory notes or instruments of any Credit Party or
     any of their other Subsidiaries, which Stock, notes or instruments are not
     already Pledged Collateral, promptly (and in any event within five (5)
     Business Days) deliver to Agent a Pledge Amendment, duly executed by such
     Pledgor, in substantially the form of EXHIBIT A attached hereto (a "PLEDGE
     AMENDMENT") in respect of any such additional Stock, notes or instruments,
     pursuant to which such Pledgor shall pledge to Agent all of such additional
     Stock, notes and instruments. Such Pledgor hereby authorizes Agent to
     attach each Pledge Amendment to this Agreement and agrees that all Pledged
     Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to
     Agent shall for all purposes hereunder be considered Pledged Collateral;
     and such Pledgor shall not consent to any amendments to the Pledged
     Entity's certificate of incorporation, by-laws, operating agreements or
     other organizational or governing documents (to the extent it can control
     such action) without the prior written consent of Agent which consent shall
     not be unreasonably withheld if such amendments are not in any

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     manner inconsistent with the terms hereof or adverse to the interests of
     the Lenders and so long as such amendments could not reasonably be expected
     to cause a Material Adverse Effect;

               (e)  Each Pledgor shall comply with all federal, state, local and
     foreign laws and regulations applicable to it except to the extent that
     such non-compliance would not reasonably be expected to have a material
     adverse impact on such Pledgor and its ability to perform under this
     Agreement or any other Loan Document;

               (f)  Such Pledgor shall not (a) change its name as it appears in
     official filings in the state of its organization (b) change the type of
     entity that it is, (c) change its organization identification number, if
     any, issued by its state of incorporation or other organization, or (d)
     change its state of organization, in each case without prior written notice
     to Agent;

         The covenants set forth in this SECTION 6 shall survive the execution
and delivery of this Agreement.

         7.    PLEDGORS' RIGHTS. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgors in accordance with SECTION 8(A) hereof:

               (a)  Pledgors shall have the right, from time to time, to vote
     and give consents with respect to the Pledged Collateral, or any part
     thereof for all purposes not inconsistent with the provisions of this
     Agreement, the Credit Agreement or any other Loan Document; PROVIDED,
     HOWEVER, that no vote shall be cast, and no consent shall be given or
     action taken, which would have the effect of impairing the position or
     interest of Agent in respect of the Pledged Collateral or which would
     authorize, effect or consent to (unless and to the extent expressly
     permitted by the Credit Agreement):

                    (i)    the dissolution or liquidation, in whole or in part,
     of a Pledged Entity;

1                    (ii)   the consolidation or merger of a Pledged Entity with
     any other Person;

                    (iii)  the sale, disposition or encumbrance of all or
     substantially all of the assets of a Pledged Entity, except for Liens in
     favor of Agent;

                    (iv)   any change in the authorized number of shares, the
     stated capital or the authorized share capital of a Pledged Entity or the
     issuance of any additional shares of such Pledged Entity's Stock or the
     issuance of any other

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     interests convertible into or granting the right to purchase or receive any
     additional shares of stock; or

                    (v)    the alteration of the voting rights with respect to
     the Stock of a Pledged Entity;

               (b)

                    (i)    Pledgors shall be entitled, from time to time, to
     collect and receive for its own use all cash dividends, other distributions
     and interest paid in respect of the Pledged Collateral to the extent not in
     violation of the Credit Agreement or any other Loan Document other than any
     and all: (A) dividends, other distributions and interest paid or payable
     other than in cash in respect of any Pledged Collateral, and instruments
     and other property received, receivable or otherwise distributed in respect
     of, or in exchange for, any Pledged Collateral; (B) dividends and other
     distributions paid or payable in cash in respect of any Pledged Shares in
     connection with a partial or total liquidation or dissolution or in
     connection with a reduction of capital, capital surplus or paid-in capital
     of a Pledged Entity; and (C) cash paid, payable or otherwise distributed,
     in respect of principal of, or in redemption of, or in exchange for, any
     Pledged Collateral which is not expressly permitted by the Credit
     Agreement; PROVIDED, that, whether or not an Event of Default shall have
     occurred and be continuing, Pledgors shall be entitled to collect and
     receive all distributions permitted under Section 6.14(f) of the Credit
     Agreement unless and until Agent exercises its right to transfer the
     Pledged Collateral pursuant to Section 8 hereof; and PROVIDED, FURTHER,
     that until actually paid all rights to such distributions shall remain
     subject to the Lien created by this Agreement and that upon payment of such
     distribution in accordance with the Credit Agreement, such payment shall be
     free of the Lien of this Agreement and shall not constitute part of the
     Pledged Collateral unless such payment is required to be returned to the
     Borrower in connection with any insolvency proceeding; and

                    (ii)   all dividends, other distributions and interest
     (other than such cash dividends, other distributions and interest as are
     permitted to be paid to Pledgors in accordance with clause (i) above) in
     respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid
     or made, shall be delivered to Agent to hold as Pledged Collateral and
     shall, if received by any Pledgor, be received in trust for the benefit of
     Agent, be segregated from the other property or funds of such Pledgor, and
     be forthwith delivered to Agent as Pledged Collateral in the same form as
     so received (with any necessary endorsement).

         8.    DEFAULTS AND REMEDIES; PROXY.

               (a)  Upon the occurrence of an Event of Default and during the
     continuation of such Event of Default, and concurrently with written notice
     to the

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     applicable Pledgor, Agent (personally or through an agent) is hereby
     authorized and empowered to transfer and register in its name or in the
     name of its nominee the whole or any part of the Pledged Collateral, to
     exchange certificates or instruments representing or evidencing Pledged
     Collateral for certificates or instruments of smaller or larger
     denominations, to exercise the voting and all other rights as a holder with
     respect thereto, to collect and receive all cash dividends, interest,
     principal and other distributions made thereon (other than distributions
     made in compliance with the first proviso of SECTION 7(B)(I) above), to
     sell in one or more sales after ten (10) days' notice of the time and place
     of any public sale or of the time at which a private sale is to take place
     (which notice Pledgors agree is commercially reasonable) the whole or any
     part of the Pledged Collateral and to otherwise act with respect to the
     Pledged Collateral as though Agent was the outright owner thereof. Any sale
     shall be made at a public or private sale at Agent's place of business, or
     at any place to be named in the notice of sale, either for cash or upon
     credit or for future delivery at such price as Agent may deem fair, and
     Agent may be the purchaser of the whole or any part of the Pledged
     Collateral so sold and hold the same thereafter in its own right free from
     any claim of Pledgors or any right of redemption. Each sale shall be made
     to the highest bidder, but Agent reserves the right to reject any and all
     bids at such sale which, in its discretion, it shall deem inadequate.
     Demands of performance, except as otherwise herein specifically provided
     for, notices of sale, advertisements and the presence of property at sale
     are hereby waived and any sale hereunder may be conducted by an auctioneer
     or any officer or agent of Agent. EACH PLEDGOR HEREBY IRREVOCABLY
     CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH
     PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE
     THE PLEDGED SHARES FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF
     AN EVENT OF DEFAULT, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE
     APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN
     INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION
     TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF AGENT AS PROXY
     AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS,
     POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES
     WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
     SHAREHOLDERS OR MEMBERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS OR
     MEMBERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
     AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY
     TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF)
     BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR
     AGENT THEREOF), UPON

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     THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.
     NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE
     ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
     FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.

               (b)  If, at the original time or times appointed for the sale of
     the whole or any part of the Pledged Collateral, the highest bid, if there
     be but one sale, shall be inadequate to discharge in full all the Secured
     Obligations, or if the Pledged Collateral be offered for sale in lots, if
     at any of such sales, the highest bid for the lot offered for sale would
     indicate to Agent, in its discretion, that the proceeds of the sales of the
     whole of the Pledged Collateral would be unlikely to be sufficient to
     discharge all the Secured Obligations, Agent may, on one or more occasions
     and in its discretion, postpone any of said sales by public announcement at
     the time of sale or the time of previous postponement of sale, and no other
     notice of such postponement or postponements of sale need be given, any
     other notice being hereby waived; PROVIDED, HOWEVER, that any sale or sales
     made after such postponement shall be after ten (10) days' notice to
     Pledgors.

               (c)  If, at any time when Agent in its sole discretion
     determines, following the occurrence and during the continuance of an Event
     of Default or a violation of the Agreement, that, in connection with any
     actual or contemplated exercise of its rights (when permitted under this
     SECTION 8) to sell the whole or any part of the Pledged Collateral
     hereunder, it is necessary or advisable to effect a public registration of
     all or part of the Pledged Collateral pursuant to the Act, each Pledgor
     shall, use good faith and commercially reasonable efforts to, in an
     expeditious manner, cause the Pledged Entities listed on Part A and Part B
     of SCHEDULE I to, at the expense of such Pledge Entities;

                    (i)    Prepare and file with the Securities and Exchange
     Commission (the "COMMISSION") a registration statement with respect to the
     Pledged Collateral and in good faith use commercially reasonable efforts to
     cause such registration statement to become and remain effective;

                    (ii)   Prepare and file with the Commission such amendments
     and supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective and to comply with the provisions of the Act with
     respect to the sale or other disposition of the Pledged Collateral covered
     by such registration statement whenever Agent shall desire to sell or
     otherwise dispose of the Pledged Collateral;

                    (iii)  Furnish to Agent such numbers of copies of a
     prospectus and a preliminary prospectus, in conformity with the
     requirements of

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<PAGE>

     the Act, and such other documents as Agent may request in order to
     facilitate the public sale or other disposition of the Pledged Collateral
     by Agent;

                    (iv)   Use commercially reasonable efforts to register or
     qualify the Pledged Collateral covered by such registration statement under
     such other securities or blue sky laws of such jurisdictions within the
     United States and Puerto Rico as Agent shall request, and do such other
     reasonable acts and things as may be required of it to enable Agent to
     consummate the public sale or other disposition in such jurisdictions of
     the Pledged Collateral by Agent;

                    (v)    Furnish, at the request of Agent, on the date that
     the Pledged Collateral is delivered to the underwriters for sale pursuant
     to such registration or, if the security is not being sold through
     underwriters, on the date that the registration statement with respect to
     such Pledged Collateral becomes effective, (A) an opinion, dated such date,
     of the independent counsel representing such registrant for the purposes of
     such registration, addressed to the underwriters, if any, and in the event
     the Pledged Collateral are not being sold through underwriters, then to
     Agent, in customary form and covering matters of the type customarily
     covered in such legal opinions; and (B) a comfort letter, dated such date,
     from the independent certified public accountants of such registrant,
     addressed to the underwriters, if any, and in the event the Pledged
     Collateral are not being sold through underwriters, then to Agent, in a
     customary form and covering matters of the type customarily covered by such
     comfort letters and as the underwriters or Agent shall reasonably request.
     The opinion of counsel referred to above shall additionally cover such
     other legal matters with respect to the registration in respect of which
     such opinion is being given as Agent may reasonably request. The letter
     referred to above from the independent certified public accountants shall
     additionally cover such other financial matters (including information as
     to the period ending not more than five (5) Business Days prior to the date
     of such letter) with respect to the registration in respect of which such
     letter is being given as Agent may reasonably request; and

                    (vi)   Otherwise use commercially reasonable efforts to
     comply with all applicable rules and regulations of the Commission, and
     make available to its security holders, as soon as reasonably practicable
     but not later than 18 months after the effective date of the registration
     statement, an earnings statement covering the period of at least 12 months
     beginning with the first full month after the effective date of such
     registration statement, which earnings statement shall satisfy the
     provisions of Section 11(a) of the Act.

               (d)  All expenses incurred in complying with SECTION 8(C) hereof,
     including, without limitation, all registration and filing fees (including
     all expenses incident to filing with the National Association of Securities
     Dealers, Inc.), printing expenses, fees and disbursements of counsel for
     the registrant, the

                                       11
<PAGE>

     fees and expenses of counsel for Agent or any Pledgor, expenses of the
     independent certified public accountants (including any special audits
     incident to or required by any such registration) and expenses of complying
     with the securities or blue sky laws or any jurisdictions, shall be paid by
     the applicable Pledged Entities. Anything in SECTION 8.3(C) or 23
     notwithstanding, (i) no Pledgor shall be obligated to incur any cost or
     expense (or to take any action which causes it to incur any cost or
     expense) without prior reimbursement therefor from the applicable Pledged
     Entity and (ii) no Pledgor shall be obligated to incur any liability
     (contingent or otherwise) without indemnification (and collateral therefor)
     reasonably acceptable to such Pledgor.

               (e)  If, at any time when Agent shall determine to exercise its
     right to sell the whole or any part of the Pledged Collateral hereunder,
     such Pledged Collateral or the part thereof to be sold shall not, for any
     reason whatsoever, be effectively registered under the Act, Agent may, in
     its discretion (subject only to applicable requirements of law), sell such
     Pledged Collateral or part thereof by private sale in such manner and under
     such circumstances as Agent may deem necessary or advisable, but subject to
     the other requirements of this SECTION 8, and shall not be required to
     effect such registration or to cause the same to be effected. Without
     limiting the generality of the foregoing, in any such event, Agent in its
     discretion (x) may, in accordance with applicable securities laws, proceed
     to make such private sale notwithstanding that a registration statement for
     the purpose of registering such Pledged Collateral or part thereof could be
     or shall have been filed under said Act (or similar statute), (y) may
     approach and negotiate with a single possible purchaser to effect such
     sale, and (z) may restrict such sale to a purchaser who is an accredited
     investor under the Act and 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 Collateral or any part thereof. In
     addition to a private sale as provided above in this SECTION 8, if any of
     the Pledged Collateral shall not be freely distributable to the public
     without registration under the Act (or similar statute) at the time of any
     proposed sale pursuant to this SECTION 8, then Agent shall not be required
     to effect such registration or cause the same to be effected but, in its
     discretion (subject only to applicable requirements of law), may require
     that any sale hereunder (including a sale at auction) be conducted subject
     to restrictions:

                    (i)    as to the financial sophistication and ability of any
     Person permitted to bid or purchase at any such sale;

                    (ii)   as to the content of legends to be placed upon any
     certificates representing the Pledged Collateral sold in such sale,
     including restrictions on future transfer thereof;

                                       12
<PAGE>

                    (iii)  as to the representations required to be made by each
     Person bidding or purchasing at such sale relating to that Person's access
     to financial information about any Pledgor and such Person's intentions as
     to the holding of the Pledged Collateral so sold for investment for its own
     account and not with a view to the distribution thereof; and

                    (iv)   as to such other matters as Agent may, in its
     discretion, deem necessary or appropriate in order that such sale
     (notwithstanding any failure so to register) may be effected in compliance
     with the Bankruptcy Code and other laws affecting the enforcement of
     creditors' rights and the Act and all applicable state securities laws.

               (f)  Pledgors recognize that Agent may be unable to effect a
     public sale of any or all the Pledged Collateral and may be compelled to
     resort to one or more private sales thereof in accordance with clause (e)
     above. Pledgors also acknowledge that any such private sale may result in
     prices and other terms less favorable to the seller than if such sale were
     a public sale and, notwithstanding such circumstances, agrees that any such
     private sale shall not be deemed to have been made in a commercially
     unreasonable manner solely by virtue of such sale being private. Agent
     shall be under no obligation to delay a sale of any of the Pledged
     Collateral for the period of time necessary to permit the Pledged Entity to
     register such securities for public sale under the Act, or under applicable
     state securities laws, even if the applicable Pledgor and the Pledged
     Entity would agree to do so.

               (g)  Each Pledgor agrees to the maximum extent permitted by
     applicable law that following the occurrence and during the continuance of
     an Event of Default it will not at any time plead, claim or take the
     benefit of any appraisal, valuation, stay, extension, moratorium or
     redemption law now or hereafter in force in order to prevent or delay the
     enforcement of this Agreement, or the absolute sale of the whole or any
     part of the Pledged Collateral or the possession thereof by any purchaser
     at any sale hereunder, and each Pledgor waives the benefit of all such laws
     to the extent it lawfully may do so. Each Pledgor agrees that it will not
     interfere with any right, power and remedy of Agent provided for in this
     Agreement or now or hereafter existing at law or in equity or by statute or
     otherwise, or the exercise or beginning of the exercise by Agent of any one
     or more of such rights, powers or remedies. No failure or delay on the part
     of Agent to exercise any such right, power or remedy and no notice or
     demand which may be given to or made upon any Pledgor by Agent with respect
     to any such remedies shall operate as a waiver thereof, or limit or impair
     Agent's right to take any action or to exercise any power or remedy
     hereunder, without notice or demand, or prejudice its rights as against any
     Pledgor in any respect.

                                       13
<PAGE>

               (h)  Each Pledgor further agrees that a breach of any of the
     covenants contained in this Agreement will cause irreparable injury to
     Agent, that Agent shall have no adequate remedy at law in respect of such
     breach and, as a consequence, agrees that each and every covenant contained
     in this Agreement shall be specifically enforceable against such Pledgor,
     and each Pledgor hereby waives and agrees not to assert any defenses
     against an action for specific performance of such covenants except for a
     defense that the Secured Obligations are not then due and payable in
     accordance with the agreements and instruments governing and evidencing
     such obligations.

         9.    WAIVER. No delay on Agent's part in exercising any power of sale,
Lien, option or other right hereunder, and no notice or demand which may be
given to or made upon any Pledgor by Agent with respect to any power of sale,
Lien, option or other right hereunder, shall constitute a waiver thereof, or
limit or impair Agent's right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice or demand, or
prejudice Agent's rights as against any Pledgor in any respect.

         10.   ASSIGNMENT. Agent may assign, indorse or transfer any instrument
evidencing all or any part of the Secured Obligations as provided in, and in
accordance with, the Credit Agreement, and the holder of such instrument shall
be entitled to the benefits of this Agreement.

         11.   TERMINATION. Immediately following the Termination Date, Agent
shall deliver to each Pledgor the Pledged Collateral pledged by such Pledgor at
the time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the Liens hereof and, except as
otherwise provided herein, all of Pledgors' obligations hereunder shall at such
time terminate.

         12.   LIEN ABSOLUTE. All rights of Agent hereunder, and all obligations
of Pledgors hereunder, shall be absolute and unconditional irrespective of:

               (a)  any lack of validity or enforceability of the Credit
     Agreement, any other Loan Document or any other agreement or instrument
     governing or evidencing any Secured Obligations;

               (b)  any change in the time, manner or place of payment of, or in
     any other term of, all or any part of the Secured Obligations, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, any other Loan Document or any other agreement or instrument
     governing or evidencing any Secured Obligations;

               (c)  any exchange, release or non-perfection of any other
     Collateral, or any release or amendment or waiver of or consent to
     departure from any guaranty, for all or any of the Secured Obligations;

                                       14
<PAGE>

               (d)  the insolvency of any Credit Party or Pledgor; or

               (e)  any other circumstance which might otherwise constitute a
     defense available to, or a discharge of, any Pledgor.

         13.   RELEASE. Each Pledgor, in its capacity as Pledgor, consents and
agrees that Agent may at any time, or from time to time, in its discretion:

               (a)  renew, extend or change the time of payment, and/or the
     manner, place or terms of payment of all or any part of the Secured
     Obligations; and

               (b)  exchange, release and/or surrender all or any of the
     Collateral (including the Pledged Collateral), or any part thereof, by
     whomsoever deposited, which is now or may hereafter be held by Agent in
     connection with all or any of the Secured Obligations; all in such manner
     and upon such terms as Agent may deem proper, and without notice to or
     further assent from Pledgors, it being hereby agreed that Pledgors shall be
     and remain bound upon this Agreement, irrespective of the value or
     condition of any of the Collateral, and notwithstanding any such change,
     exchange, settlement, compromise, surrender, release, renewal or extension,
     and notwithstanding also that the Secured Obligations may, at any time,
     exceed the aggregate principal amount thereof set forth in the Credit
     Agreement, or any other agreement governing any Secured Obligations.
     Pledgors hereby waive notice of acceptance of this Agreement, and also
     presentment, demand, protest and notice of dishonor of any and all of the
     Secured Obligations, and promptness in commencing suit against any party
     hereto or liable hereon, and in giving any notice to or of making any claim
     or demand hereunder upon Pledgors. No act or omission of any kind on
     Agent's part shall in any event affect or impair this Agreement.

         14.   REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
any Credit Party, any Pledgor or any Pledged Entity for liquidation or
reorganization, should any Credit Party, any Pledgor or any Pledged Entity
become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any Credit
Party, any Pledgor's or any Pledged Entity's assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

                                       15
<PAGE>

         15.   MISCELLANEOUS.

               (a)  Agent may execute any of its duties hereunder by or through
     agents or employees and shall be entitled to advice of counsel concerning
     all matters pertaining to its duties hereunder.

               (b)  Each Pledgor, severally and not jointly, agrees to promptly
     reimburse Agent for actual out-of-pocket expenses, including, without
     limitation, reasonable counsel fees, incurred by Agent in connection with
     the enforcement of this Agreement against such Pledgor.

               (c)  Neither Agent nor any Lender or any of its respective
     officers, directors, employees, agents or counsel shall be liable for any
     action lawfully taken or omitted to be taken by it or them hereunder or in
     connection herewith, except for its or their own gross negligence or
     willful misconduct as finally determined by a court of competent
     jurisdiction.

               (d)  THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
     BENEFIT OF EACH PLEDGOR AND AGENT AND THEIR RESPECTIVE SUCCESSORS AND
     ASSIGNS (INCLUDING IN THE CASE OF ANY PLEDGOR A DEBTOR-IN-POSSESSION ON
     BEHALF OF SUCH PLEDGOR). NO PLEDGOR MAY ASSIGN, SELL, HYPOTHECATE OR
     OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS AGREEMENT
     WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF AGENT. NO SALES OF
     PARTICIPATIONS, OTHER SALES, ASSIGNMENTS, TRANSFERS OR OTHER DISPOSITIONS
     OF ANY AGREEMENT GOVERNING OR INSTRUMENT EVIDENCING THE SECURED OBLIGATIONS
     OR ANY PORTION THEREIN OR INTEREST THEREON SHALL IN ANY MANNER IMPAIR THE
     LIEN GRANTED TO AGENT FOR ITS AND LENDERS BENEFIT HEREUNDER.

               (e)  THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION,
     VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
     GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
     LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
     THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH
     PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
     LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE
     JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN PLEDGORS,
     AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
     DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
     ANY OF THE OTHER

                                       16
<PAGE>

     LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND THE PLEDGORS ACKNOWLEDGE
     THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
     OUTSIDE OF NEW YORK COUNTY; PROVIDED FURTHER, THAT NOTHING IN THIS
     AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT
     OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
     COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
     JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT. EACH PARTY HERETO
     EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
     ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY
     WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
     JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO
     THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
     SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE
     SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
     AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE
     MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS
     SET FORTH IN ANNEX A HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED
     COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR 3 DAYS
     AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

               (f)  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
     FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
     EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
     FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE
     THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
     THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
     SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY
     JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
     WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND
     ANY PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
     THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT
     OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

                                       17
<PAGE>

               (g)  Agent's or any Lender's failure, at any time or times, to
     require strict performance by the Pledgors of any provision of this
     Agreement shall not waive, affect or diminish any right of Agent thereafter
     to demand strict compliance and performance herewith or therewith. None of
     the undertakings, agreements, warranties, covenants and representations of
     any Pledgor contained in this Agreement by any Pledgor shall be deemed to
     have been suspended or waived by Agent, unless such waiver or suspension is
     by an instrument in writing signed by an officer of or other authorized
     employee of Agent, and directed to Borrower specifying such suspension or
     waiver.

         16.   SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement. This Agreement is to be
read, construed and applied together with the Credit Agreement and the other
Loan Documents which, taken together, set forth the complete understanding and
agreement of Agent, Lenders and Pledgors with respect to the matters referred to
herein and therein.

         17.   NOTICES. Whenever it is provided herein that any notice, demand,
request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any
of the parties desires to give or serve upon another any such communication with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be addressed to
the party to be notified at the address set forth in ANNEX A attached hereto.

         18.   SECTION TITLES. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

         19.   COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.

         20.   BENEFIT OF LENDERS. All security interests granted or
contemplated hereby shall be for the benefit of Agent and the other Lenders, and
all proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Obligations in accordance with the terms of the
Credit Agreement.

         21.   ADDITIONAL PLEDGORS. The initial Pledgors hereunder shall be the
parties signatories hereto on the date hereof. From time to time subsequent to
the date hereof, additional Persons may become parties hereto, as additional
Pledgors (each, an "ADDITIONAL PLEDGOR"), by executing a counterpart of this
Agreement substantially in the

                                       18
<PAGE>

form of EXHIBIT B attached hereto. Upon delivery of any such counterpart to
Agent, notice of which is hereby waived by the Pledgors, each Additional Pledgor
shall be a Pledgor and shall be as fully a party hereto as if such Additional
Pledgor were an original signatory hereto. Each Pledgor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Pledgor hereunder nor by any election of Agent
not to cause any Subsidiary of any Pledgor to become an Additional Pledgor
hereunder. This Agreement shall be fully effective as to any Pledgor that is or
becomes a party hereto regardless of whether any other Person becomes or fails
to become or ceases to be a Pledgor hereunder.

         22.   NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.

         23.   FURTHER ASSURANCES. Each Pledgor executing this Agreement agrees
that it shall, at such Pledgor's expense and upon request of Agent, duly execute
and deliver, or cause to be duly executed and delivered, to Agent such further
instruments and do and cause to be done such further acts as may be necessary or
proper in the reasonable opinion of Agent to carry out more effectively the
provisions and purposes of this Agreement.

         24.   ADVICE OF COUNSEL. Each of the parties represents to each other
party hereto that it has discussed this Agreement and, specifically, the
provisions of SECTION 15(E) and (F), with its counsel.

         25.   NATURE OF OBLIGATIONS; PRO RATA TREATMENT. (a) The
representations, covenants and undertakings of the Pledgors are several and not
joint; in no event shall any Pledgor be liable for any misrepresentation by, or
breach of any covenant or undertaking of, any other Pledgor. The Pledgors are
entering into this Agreement in order to provide additional collateral with
respect to the Secured Obligations (solely in the form and to the extent of
their respective Pledged Collateral), in no event shall any Pledgor be
personally liable to the Agent or any other holder of Secured Obligations for
the repayment of any portion of the Secured Obligations. No Pledgor makes any
representation or warranty as to the value of any of its Pledged Collateral.

               (b)  Agent agrees that, in taking any action against Pledged
     Collateral (including without limitation, foreclosing against any such
     collateral or releasing any such collateral from the Lien of this
     Agreement) Agent shall not give preference to General Electric Capital
     Corporation, as a Pledgor. The Pledgors hereby agree that in the event any
     Pledged Collateral is sold or otherwise used to satisfy any Secured
     Obligations, upon the termination of this Agreement and the return of any
     remaining Pledged Collateral and regardless of the original

                                       19
<PAGE>

     Pledgor of such Pledged Collateral, the Pledgors shall share all remaining
     Pledged Collateral among themselves on the following terms and in the
     following order of priority; first, to the Pledgors who pledged any Pledged
     Indebtedness, cash (or, after the distribution of all cash, the fair market
     value of non-cash Pledged Collateral) shall be distributed to such Pledgors
     pro rata based upon the aggregate principal amount of (and accrued interest
     on) Indebtedness pledged by such Pledgors (net of any payments received by
     such Pledgors) until such Pledgors receive payment in full with respect to
     such Pledged Indebtedness and second, to the Pledgors who pledged any
     Pledged Shares (or other equity interest in Borrower), cash (or, after the
     distribution of all cash, the fair market value of all remaining non-cash
     Pledged Collateral) shall be distributed to such Pledgors pro rata based
     upon their respective Percentage Interests (as such term is defined in the
     Limited Liability Company Agreement of Borrower) immediately prior to any
     such sale or use by the Agent





                            [SIGNATURE PAGE FOLLOWS]

                                       20
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.


                                        PLEDGORS:

                                        ALBA-WALDENSIAN, INC.


                                        By: /s/ Dan Mesika
                                           -------------------------------------
                                                 Name:
                                                 Title:


                                        ENCOMPASS GROUP, L.L.C.


                                        By: /s/ David A. Huelsbeck
                                           -------------------------------------
                                                 Name:
                                                 Title:

                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as a Pledgor

                                        By:                  /s/
                                           -------------------------------------
                                                 Name:
                                                 Title:

                                        AGENT:

                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as Agent


                                        By:                  /s/
                                           -------------------------------------
                                                 Name:
                                                 Its:  Duly Authorized Signatory


<PAGE>
<TABLE>
<CAPTION>

                                                  SCHEDULE I
                                                  ----------

                                                    PART A
                                                    ------

                                                PLEDGED SHARES

CORPORATIONS:
<S>                                                                             <C>
----------------------- ------------------------ ----------- ----------------- ----------- -----------------
                                                   Class                                         % of
                                                     of        Stock Cert.     Number of     Outstanding
       Pledgor              Pledged Entity         Stock          No.(s)         Shares         Shares
       -------              --------------         -----          ------         ------         ------
----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------

----------------------- ------------------------ ----------- ----------------- ----------- -----------------
                        .
----------------------- ------------------------ ----------- ----------------- ----------- -----------------


LIMITED LIABILITY COMPANIES:

PLEDGED SHARES-MEMBERSHIP INTERESTS:

----------------- ------------- -------------------------------- ---------- ------------- -----------------
                                     Description of Pledged
                                       Limited Liability                       Number           % of
                     Pledged          Company and Operating        Cert.         of          Outstanding
    Pledgor           Entity                Agreement              No.(s)     Interests       Interests
----------------- ------------- -------------------------------- ---------- ------------- -----------------
Alba-Waldensian,  AlbaHealth,   Membership Interest of             1            48,325         48.325%
Inc., a           LLC           AlbaHealth, LLC, a Delaware
Delaware                        limited liability company
corporation                     governed by the Limited
                                Liability Company Agreement of
                                AlbaHealth, LLC, dated as of
                                September 6, 2002, by and
                                among AlbaHealth, LLC,
                                Alba-Waldensian, Inc. and
                                Encompass Group, L.L.C. and GE
                                Stockholder
----------------- ------------- -------------------------------- ---------- ------------- -----------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>
----------------- ------------- -------------------------------- ---------- ------------- -----------------
                                     Description of Pledged
                                       Limited Liability                       Number           % of
                     Pledged          Company and Operating        Cert.         of          Outstanding
    Pledgor           Entity                Agreement              No.(s)     Interests       Interests

----------------- ------------- -------------------------------- ---------- ------------- -----------------
Encompass         AlbaHealth,   Same as above.                   2              48,325         48.325%
Group, L.L.C.,    LLC
a Delaware
limited
liability
company
----------------- ------------- -------------------------------- ---------- ------------- -----------------
GE Stockholder    AlbaHealth,   Same as above.                   3               3,350          3.35%
                  LLC
----------------- ------------- -------------------------------- ---------- ------------- -----------------
</TABLE>

<PAGE>


                                     PART B
                                     ------

                              PLEDGED INDEBTEDNESS



Alba-Waldensian, Inc.
---------------------

None.

Encompass Group LLC

None.

General Electric Capital Corporation
------------------------------------

None

<PAGE>

SCHEDULE II
-----------
ACKNOWLEDGMENT AND CONSENT
--------------------------

General Electric Capital Corporation
401 Merritt Seven, 2nd Floor
Norwalk, Connecticut 06856
Attention: Peter DiBiasi, Account Manager


     [Name of Pledged Entity] ("COMPANY") hereby (i) acknowledges receipt of a
fully executed copy of the Borrower Stockholders Pledge Agreement, dated as of
__________ ___, 2002 (the "AGREEMENT"; capitalized terms used herein without
definition have the meanings provided therein), made by [Name of Pledgor]
("PLEDGOR") and certain other pledgors in favor of General Electric Capital
Corporation, as Agent ("AGENT"); (ii) consents and agrees to the pledge by
Pledgor of the Pledged Collateral pursuant to the Agreement and to all of the
other terms and provisions of the Agreement; (iii) agrees to comply with all
instructions received by it from Agent without further consent by Pledgor; [(iv)
irrevocably waives any breach or default under the Limited Liability Company
Agreement as a result of the execution, delivery and performance by Pledgor and
Agent of the Agreement; (v) advises Pledgor and Agent that a pledge of the
Pledged Stock consisting of membership interests in limited liability companies
set forth on SCHEDULE I to the Agreement has been registered on the books of
Company and in the name of the Agent and agrees to so register any additional
Pledged Stock consisting of a membership interest in a limited liability
company; (vi) represents and warrants that, except for the pledge in favor of
Agent, there are no liens, restrictions or adverse claims to which the Pledged
Collateral is or may be subject as of the date hereof; (vii) except with the
prior written consent of Agent, agrees not to admit any new Members to Company
or any limited liability company to which Company is a Member;]1 and (viii)
[(iv)] consents and agrees to any transfer of the Pledged Collateral pursuant to
SECTION 8 of the Agreement.

     IN WITNESS WHEREOF, a duly authorized officer of the undersigned has
executed and delivered this Acknowledgment and Consent as of this ___ day of
____, 200_

                            [NAME OF PLEDGED ENTITY]


                            By:___________________________
                            Name:
                            Title:




----------------------------
1    Insert clauses (iv) to (vii) only for Pledged Entities which are limited
     liability companies.
<PAGE>

                                    EXHIBIT A
                                       TO
                     BORROWER STOCKHOLDERS PLEDGE AGREEMENT

     This Pledge Amendment, dated ________________, ___ is delivered pursuant to
SECTION 6(D) of the Borrower Stockholders Pledge Agreement referred to below.
All defined terms herein shall have the meanings ascribed thereto or
incorporated by reference in the Borrower Stockholders Pledge Agreement. The
undersigned hereby certifies that the representations and warranties in SECTION
5 of the Borrower Stockholders Pledge Agreement are and continue to be true and
correct, both as to the promissory notes, instruments, Stock pledged by it prior
to this Pledge Amendment and as to the promissory notes, instruments, Stock
pledged pursuant to this Pledge Amendment. The undersigned further agrees that
this Pledge Amendment may be attached to that certain Borrower Stockholders
Pledge Agreement, dated as of [___________ __], 2002, among the signatories
thereto, each as a Pledgor, and General Electric Capital Corporation, as Agent,
(the "BORROWER STOCKHOLDERS PLEDGE AGREEMENT") and that the Pledged Collateral
listed on this Pledge Amendment shall be and become a part of the Pledged
Collateral referred to in said Borrower Stockholders Pledge Agreement and shall
secure all Secured Obligations referred to in said Borrower Stockholders Pledge
Agreement. The undersigned acknowledges that any promissory notes, instruments,
Stock interests not included in the Pledged Collateral at the discretion of
Agent may not otherwise be pledged by the undersigned to any other Person or
otherwise used as security for any obligations other than the Secured
Obligations.

                                          [NAME OF PLEDGOR]

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

<TABLE>
<CAPTION>
<S>                                                                             <C>
PLEDGED SHARES:

-------------------------------- -------------------------- ----------------- ------------------ ---------------------
Name and                                                    Class             Certificate        Number
Address of Pledgor               Pledged Entity             of Stock           Number(s)         of Shares
-------------------------------- -------------------------- ----------------- ------------------ ---------------------

-------------------------------- -------------------------- ----------------- ------------------ ---------------------

-------------------------------- -------------------------- ----------------- ------------------ ---------------------

-------------------------------- -------------------------- ----------------- ------------------ ---------------------

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




<PAGE>
<TABLE>
<CAPTION>

PLEDGED SHARES:  MEMBERSHIP INTERESTS:
<S>                                                                             <C>
-------------------------- --------------------- --------------- ---------- ------------- -----------------
                                                   Description
                                                   of Pledged
                                                    Limited
                                                   Liability
                                                   Company
                                                      and                      Number           % of
                                                   Operating       Cert.         of          Outstanding
         Pledgor              Pledged Entity       Agreement      No.(s)      Interests       Interests
-------------------------- --------------------- --------------- ---------- ------------- -----------------

-------------------------- --------------------- --------------- ---------- ------------- -----------------

-------------------------- --------------------- --------------- ---------- ------------- -----------------


PLEDGED INDEBTEDNESS

-------------------------------- -------------------------- ----------------- ------------------ ---------------------
                                 INITIAL                    ISSUE DATE        MATURITY           INTEREST RATE
MAKER                            PRINCIPAL AMOUNT                             DATE
-------------------------------- -------------------------- ----------------- ------------------ ---------------------

-------------------------------- -------------------------- ----------------- ------------------ ---------------------

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

<PAGE>

                                    EXHIBIT B
                                       TO
                     BORROWER STOCKHOLDERS PLEDGE AGREEMENT

              COUNTERPART TO BORROWER STOCKHOLDERS PLEDGE AGREEMENT
              -----------------------------------------------------

     This counterpart, dated _________, [200__], is delivered pursuant to
SECTION 21 of that certain Borrower Stockholders Pledge Agreement dated as of
[___________ __], 2002 (as from time to time amended, modified or supplemented,
the "BORROWER STOCKHOLDERS PLEDGE AGREEMENT"; the terms defined therein and not
otherwise defined herein being used as therein defined), among the signatories
thereto, as Pledgors, and General Electric Capital Corporation, as Agent. The
undersigned hereby agrees (i) that this counterpart may be attached to the
Borrower Stockholders Pledge Agreement, and (ii) that the undersigned will
comply with and be subject to, including representations and warranties, all the
terms and conditions of the Borrower Stockholders Pledge Agreement as if it were
an original signatory thereto.

                                      [NAME OF ADDITIONAL PLEDGOR]

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>

                                     ANNEX A

                                NOTICE ADDRESSES
                                ----------------

(A)      If to Agent or GE Capital, at
         General Electric Capital Corporation
         401 Merritt Seven, 2nd Floor
         Norwalk, Connecticut 06856
         Attention: Peter DiBiasi, Account Manager
         Telecopier No.: (203) 229-1955
         Telephone No.: (203) 229-1930

         with copies to:


         Paul, Hastings, Janofsky & Walker LLP
         1055 Washington Boulevard,
         Stamford, Connecticut 06901-2217
         Attention: Mario J. Ippolito
         Telecopier No.: (203) 359-3031
         Telephone No.: (203) 961-7420


         And
         ---


         General Electric Capital Corporation
         201 High Ridge Road
         Stamford, Connecticut 06927-5100
         Attention:  Corporate Counsel - Commercial Finance
         Telecopier No.: (203) 316-7889
         Telephone No.:  (203) 316-7552


(B)      If to Encompass Group, L.L.C., at
         615 Macon Road
         McDonough, GA 30253
         Attention: David A. Huelsbeck
         Telecopier No.: (770) 957-6728

         with copies to:

         Winthrop & Weinstine, P.A.
         3000 Dain Rauscher Plaza
         60 South Sixth Street
         Minneapolis, MN 55402
         Attention: Tim Barnett
         Telecopier No.:(612) 347-0600
         Telephone No.: (612) 347-0653

<PAGE>

(C)      If to Alba-Waldensian, Inc., at
         201 St. Germain Avenue S.W. Valdese,
         North Carolina 28690
         Attention: Dan Mesika
         Facsimile: (828) 879-6595


         with copies to:

         Tefron Ltd.
         28 Chida Street
         Bnei Brak 51371 Israel
         Attention:  Yosef Shiran
         Facsimile:  (972) 3-579-8715

         Dewey Ballantine, LLP
         1301 Avenue of the Americas
         New York, NY 10019
         Attention:  Gregory M. Owens
         Telecopier No.: (212) 259-6333
         Telephone No.:  (212) 259-6823

(D)      If to General Electric Capital Corporation
         in its capacity as Pledgor, at
         401 Merritt Seven, 2nd Floor
         Norwalk, Connecticut 06856
         Attention: Peter DiBiasi, Account Manager
         Telecopier No.: (203) 229-1955
         Telephone No.:  (203) 229-1930

         with copies to:

         Paul, Hastings, Janofsky & Walker LLP
         1055 Washington Boulevard,
         Stamford, Connecticut 06901-2217
         Attention: Mario J. Ippolito
         Telecopier No.: (203) 359-3031
         Telephone No.: (203) 961-7420