CHARGE OVER SHARES
                              AND IRREVOCABLE PROXY

     CHARGE OVER SHARES is dated as of April 1, 1997 and is made between SLM
International, Inc., a Delaware corporation, (the "Grantor") and The Bank of New
York, a banking corporation organized and existing under the laws of the State
of New York, as trustee and collateral agent (the "Trustee") for the Holders
referred to in the Senior Secured Note Indenture dated as of the date hereof,
among the Grantor, as issuer, the Guarantors named therein, as guarantors and
the Trustee (as supplemented or modified from time to time in accordance with
its terms, the "Indenture"). All capitalized terms used herein and not defined
herein shall have the meanings set forth in the Indenture.

     The Holders have agreed to acquire the Securities pursuant to, and subject
to the terms and conditions of, the Indenture. Pursuant to the terms of the
Indenture, the Grantor is required to execute and deliver a Charge Over Shares
in the form hereof to secure the following (collectively, the "Secured
Obligations"): all Obligations (such Obligations to include, without limitation,
the due and punctual payment and performance of (a) the principal of and
interest on the Securities (including the payment of amounts that would become
due but for the operation of the automatic stay under Section 362(a) of the
United States Bankruptcy Code, 11 U.S.C. ss. 362(a), and interest that, but for
the filing of a petition in bankruptcy with respect to the Grantor would accrue
on such obligations, whether or not a claim is allowed against the Grantor for
such interest in the related bankruptcy proceeding), when and as due, whether at
maturity, by acceleration, upon one or more dates set for redemption or
otherwise, (b) all obligations of the Grantor at any time and from time to time
under this Charge Over Shares and (c) all other obligations of the Grantor and
the Guarantors at any time and from time to time under the Indenture and the
Collateral Documents).

     Accordingly, the Grantor and the Trustee hereby agree as follows:

     1. Charge Over Shares and Debt. As security for the payment and performance
in full of the Secured Obligations, the Grantor hereby charges unto and grants
to the Agent, subject to the Intercreditor Agreement, for its own benefit and
for the benefit of the Holders, a security interest in all of the Grantor's
right, title and interest in and to, (a) the shares owned by the Grantor, which
shares are listed in Part A of Schedule I annexed hereto next to the Grantor's
name (the "Initial Charged Shares" and any additional shares of, and all
securities convertible into and warrants, options and other rights to purchase
or otherwise acquire, capital stock of the issuers listed in Part A of Schedule
I annexed hereto, or any corporation successor thereto pursuant to an
amalgamation or other reorganization, obtained in the future by the Grantor
(collectively, the Initial Charged Shares together with all such additional
shares and securities pledged in the future, the "Charged Shares"), (b) all
instruments of indebtedness naming (whether now existing or hereinafter arising)
the Grantor as payee thereunder, which


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indebtedness shall be listed in Part B of Schedule I annexed hereto next to the
Grantor's name (the "Charged Debt") and (c) subject to Section 5 below, all
proceeds of the Charged Shares or Charged Debt, including, without limitation,
all cash, dividends, securities or other property at any time and from time to
time receivable or otherwise distributed in respect of or in exchange for
pursuant to a purchase, redemption, conversion or cancellation or other
transformation for any of or all such Charged Shares or Charged Debt, all
renewals thereof, and all accessions and substitutions thereto (the items
referred to in clauses (a) through (c) being collectively called the
"Collateral"). Upon delivery to the Trustee, all forms of transfer or assignment
securities or notes now or hereafter included in the Collateral including,
without limitation, the Charged Shares and the Charged Debt (the "Charged
Securities") shall be accompanied by undated share certificates, as the case may
be, duly executed in blank or other instruments of transfer satisfactory to the
Trustee and by such other instruments and documents as the Trustee may
reasonably request. Each delivery of Charged Securities shall be accompanied by
a schedule showing a description of the securities theretofore and then being
charged hereunder, which schedule shall be attached hereto as Schedule I and
made a part hereof. Each schedule so delivered shall supersede any prior
schedules so delivered.

     2. Delivery of Collateral. Subject to the Intercreditor Agreement, the
Grantor agrees to deliver promptly or cause to be delivered promptly to the
Trustee, for its own benefit and for the benefit of the Holders, any and all
stock or share certificates or other documents of title to or representing the
Charged Securities together with such duly executed transfers or assignments or
Stock Transfer forms with the name of the transferee, date and consideration
left blank, as the Trustee may require to enable the Trustee to vest the same in
the Trustee (for its own benefit and for the benefit of the Holders) or its
nominee, to the intent that the Trustee may at any time following an Event of
Default, (subject always to the terms of the Indenture and the Intercreditor
Agreement) present them for registration to the issuer of the Charged
Securities.

     3. Representations, Warranties and Covenants. The Grantor hereby
represents, warrants and covenants as to itself and the Collateral charged by it
hereunder to and with the Trustee that:

     (a) except for the security interest and charge granted to the Trustee and
Liens permitted under the Indenture, the Grantor (i) is and, subject to the
provisions of the Indenture, will at all times continue to be the direct owner,
beneficially and of record, of the Charged Shares that it is charging hereunder
and is and will continue to be the holder of the Charged Debt that it is
charging hereunder, (ii) holds the Collateral that it is charging hereunder free
and clear of all Liens, charges, encumbrances and security interests of every
kind and nature, (iii) will make no assignment, pledge, hypothecation or,
subject to the provisions of the Indenture, transfer of, grant any option or
similar right with respect to, or create or suffer to exist any security
interest in, the Collateral (or any part thereof) that it is charging hereunder
including, without limitation, by virtue of becoming bound by any agreement
which restricts in any manner the rights of any present or future holder of any
Charged Shares with respect thereto, and (iv) subject to Section 5 below and the
Intercreditor Agreement, will cause any and all Collateral, whether for value
paid


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by the Grantor or otherwise, to be forthwith deposited with the Trustee and
charged, pledged or assigned hereunder;

                  (b) the Grantor (i) has the requisite power and authority to
charge and assign the Collateral it is charging hereunder in the manner hereby
done or contemplated, (ii) will not amend, modify or supplement any Charged Debt
without the prior written consent of the Trustee, nor forgive any Indebtedness
evidenced by any Charged Security, and (iii) will defend its title or interest
thereto or therein against any and all Liens, however arising, of all Persons
whomsoever (other than the Liens permitted by the Indenture);

     (c) no consent or approval not obtained of any governmental body or
regulatory authority or any securities exchange was or is necessary to the
validity of the charge, and security interests effected hereby;

     (d) by virtue of the execution and delivery by the Grantor of this Charge
Over Shares, when the certificates, instruments or other documents representing
or evidencing the Collateral are delivered to the Trustee in accordance with
this Charge Over Shares, the Trustee will obtain a valid and perfected first
equitable mortgage and charge over and security interest in such Collateral as
security for the repayment of the Secured Obligations;

     (e) the charge is effective to vest in the Trustee the rights of the
Trustee in the Collateral as set forth herein;

     (f) all of the Charged Shares have been duly authorized and validly issued
and as at the date hereof, the Initial Charged Shares constitute (i) all of the
issued and outstanding shares of the issuers listed on Part A of Schedule I
annexed hereto, and (ii) all outstanding warrants, options or other rights to
purchase, or other agreements outstanding with respect to, or property that is
now or hereafter convertible into, or that requires the issuance or sale of, any
Charged Shares, and such Charged Shares have been validly charged to the Trustee
pursuant hereto;

     (g) the Charged Debt constitutes all of the issued and outstanding
intercompany Indebtedness, evidenced by a promissory note of the respective
issuers thereof owing to the Grantor;

     (h) charge hereunder, immediately upon its acquisition (directly of
indirectly) thereof, any and all shares of any Person that, after the date of
this Charge Over Shares, becomes, as a result of any occurrence, a direct
Subsidiary of the Grantor; and

     (i) (i) charge hereunder, immediately upon their issuance, any and all
instruments or other evidences of additional Indebtedness from time to time owed
to the Grantor by any obligor on the Charged Debt, and (ii) charge hereunder,
immediately upon their issuance, any and all instruments or other evidences of
Indebtedness from time to time owed to the Grantor


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by any Person that after the date of this Charge Over Shares becomes, as a
result of any occurrence, a direct or indirect Subsidiary of the Grantor.

All representations, warranties and covenants of the Grantor contained in this
Charge Over Shares shall survive the execution, delivery and performance of this
Charge Over Shares until the termination of this Charge Over Shares pursuant to
Section 14 hereof.

     4. Registration in Nominee Name; Denominations. Subject to the
Intercreditor Agreement, upon the occurrence and during the continuance of an
Event of Default, the Trustee shall have the right (in its sole and absolute
discretion, with subsequent notice to the Grantor) to transfer the Charged
Securities into its own name or the name of its nominee, to require the
directors of the issuer to approve such transfer or assignment of the Charged
Securities (subject to the Articles of Association of the issuers) and, subject
to payment of any stamp duty on the transfer or assignment of such Charged
Securities, to register the Trustee or its nominee (as the case may be) as the
holder thereof. In addition, subject always to the Articles of Association of
the issuer, the Trustee shall at all times have the right to exchange the
certificates representing any of the Charged Securities for certificates of
smaller or larger denominations for any purpose consistent with this Charge Over
Shares.

     5. Voting Rights; Dividends; Irrevocable Proxy; etc. (a) Unless and until
an Event of Default shall have occurred and be continuing:

          (i) The Grantor shall be entitled to exercise any and all voting
and/or consensual rights and powers accruing to an owner of Charged Shares or
any part thereof for any purpose not inconsistent with the terms of this Charge
Over Shares, the Indenture and the other Collateral Documents, provided that
such action would not adversely affect the rights and remedies inuring to the
Trustee or the Holders under this Charge Over Shares or the Indenture or the
ability of the Trustee or the Holders to exercise the same.

          (ii) The Trustee shall execute and deliver to the Grantor, or cause to
be executed and delivered to the Grantor, all such proxies, powers of attorney,
and other instruments as the Grantor may reasonably request for the purpose of
enabling the Grantor to exercise the voting and/or consensual rights and powers
which it is entitled to exercise pursuant to subparagraph (i) above and to
receive the cash dividends it is entitled to receive pursuant to subparagraph
(iii) below.

          (iii) The Grantor shall be entitled to receive and retain any and all
cash dividends, principal and interest paid on the Charged Securities only to
the extent that such cash dividends, principal and interest are permitted by,
and otherwise paid in accordance with the terms and conditions of the Indenture,
the Articles of Association of the issuer of the Charges Securities, the
Collateral Documents and applicable laws. Any and all

          x noncash dividends,


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          y. return of capital, capital surplus or paid-in surplus, dividends
paid or payable in cash or otherwise in connection with a partial or total
liquidation or dissolution, principal, interest and

          z. other distributions made on or in respect of Charged Securities
(other than contributions described in the initial sentence in (a)(iii) above),
whether paid or payable in cash or otherwise, whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock of
the issuer of any Charged Securities or received in exchange for Charged
Securities or any part thereof, or in redemption thereof, as a result of any
merger, consolidation, acquisition or other exchange of assets to which such
issuer may be a party or otherwise,

shall be and become part of the Collateral, and, if received by the Grantor,
shall not be commingled by the Grantor with any of its other funds or property
but shall be held separate and apart therefrom, shall be held in trust for the
benefit of the Trustee and the Holders and, subject to the Intercreditor
Agreement, shall be forthwith delivered to the Trustee in the same form as so
received (with any necessary endorsement).

     (b) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Grantor to receive any dividends, principal, interest, stock,
instruments, securities, and other distributions which the Grantor is authorized
to receive pursuant to paragraph (a)(iii) of this Section 5 shall cease, and all
such rights shall thereupon become vested in the Trustee, which shall have the
sole and exclusive right and authority to receive and retain such dividends,
principal, interest, stock, instruments, securities and other distributions
which the Grantor is authorized to receive pursuant to paragraph (a)(iii) of
this Section 5. All dividends, principal, interest, stock, instruments,
securities and other distributions which the Grantor is authorized to receive
pursuant to paragraph (a)(iii) of this Section 5 which are received by the
Grantor contrary to the provisions of this Section 5(b) shall be received in
trust for the benefit of the Trustee, shall be segregated from other property or
funds of the Grantor and shall be forthwith delivered to the Trustee as
Collateral in the same form as so received (with any necessary endorsement). Any
and all money and other property paid over to or received by the Trustee
pursuant to the provisions of this Section 5(b) shall be retained by the Trustee
in an account to be established by the Trustee upon receipt of such money or
other property and shall be applied in accordance with the provisions of Section
9 hereof. Within five Business Days after all Events of Default have been cured
or waived, the Grantor shall again be entitled to receive dividends, principal,
interest, stock instruments, securities and other distributions which the
Grantor is entitled to receive pursuant to paragraph (a)(iii) of this Section 5.

     (c) Upon the occurrence and during the continuance of an Event of Default,
all rights of the Grantor to exercise the voting and consensual rights and
powers which it is entitled to exercise pursuant to Section 5(a)(i) shall cease,
and pursuant to the irrevocable proxy granted herein, all such rights shall
thereupon become vested in the Trustee, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers;


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provided that, unless otherwise directed by the Requisite Holders, the Trustee
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Grantor to exercise such rights. After all
Events of Default have been cured or waived, the Grantor shall have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a) (i) above and the
obligations of the Trustee pursuant to the terms of paragraph (a) (ii) of this
Section 5 shall be reinstated.

     (d) As long as the Indenture remains in effect and until all of the Secured
Obligations have been paid fully and indefeasibly, any payments made in respect
of the Charged Debt shall be and become part of the Collateral, and, if received
by the Grantor, shall not be commingled by the Grantor with any of its other
funds or property but shall be held separate and apart therefrom, shall be held
in trust for the benefit of the Trustee and the Holders and shall be forthwith
delivered to the Trustee in the same form as so received.

     (e) In order to permit the Trustee to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant to Section 5(c)
and to receive all dividends and other distributions which it may be entitled to
receive under Section 5(a)(iii) or Section 5(b), the Grantor shall promptly
execute and deliver (or cause to be executed and delivered) to the Trustee all
such proxies, dividend payment orders and other instruments as the Trustee may
from time to time reasonably request.

     Without limiting the effect of the foregoing, the Grantor does constitute
and appoint the Trustee as its proxy, and upon the occurrence and during the
continuance of an Event of Default, the Trustee shall have the right to exercise
all rights, benefits, privileges and powers accruing to the Grantor, as owner of
the Charged Securities, including, without limitation, giving or withholding
consent, calling and attending shareholders meetings to be held from time to
time with full power to vote and act for and in the name, place and stead of the
Grantor and in the same manner, to the same extent, and with the same effect
that the Grantor would if personally present at such meetings, giving to the
Trustee full power of substitution and revocation, which proxy shall be
effective, automatically and without the necessity of any action (including any
transfer of any Charged Shares on the record books of the issuer thereof) by any
Person (including the issuer of the Charged Shares or any director, officer or
Trustee thereof).

Immediately following occurrence of an Event of Default, the Grantor shall give
notice to the Company Secretary of the Issuer of the Charged Shares of the
appointment of the Trustee as the Grantor's proxy in accordance with this
Section 5 and the Grantor's attorney in accordance with Section 10 hereof in
relation to the Charged Securities.

                            THIS PROXY IS IRREVOCABLE

     Other than the proxies given by the Grantor to the Agent any proxy of
proxies heretofore given by the Grantor to any Person or Persons whatsoever are
hereby revoked. THIS


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PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL SUCH TIME AS ALL SECURED
OBLIGATIONS ARE PAID AND SATISFIED IN FULL IN ACCORDANCE WITH THE TERMS OF THE
INDENTURE.

     6. Issuance of Additional Shares. Except as may be permitted by the
Indenture, the Grantor agrees that it will cause each of its Subsidiaries not to
issue any stock or other securities, whether in addition to, by stock dividend
or other distribution upon, or in substitution for, the Charged Securities or
otherwise.

     7. Supplemental Documentation. In connection with the execution and
delivery of this Charge Over Shares the Grantor shall furnish or cause to be
furnished to the Trustee on or prior to the Closing Date a certificate,
substantially in the form of Annex A hereto, signed by an Authorized Officer of
the Grantor dated the Closing Date, certifying that, as of the date of such
certificate, all representations and warranties of the Grantor in Section 3
hereof are true and correct and that the Grantor is in compliance with all
conditions, agreements and covenants to be observed or performed hereunder.

     8. Remedies upon Event of Default. Subject to the Intercreditor Agreement,
if an Event of Default shall have occurred and be continuing, the Trustee may,
in addition to all other rights and remedies provided for herein or otherwise
available to it, including all the rights and remedies of a secured party under
the UCC as in effect in any relevant jurisdiction (whether or not the UCC
applies to the affected Charged Securities), sell or otherwise dispose of all or
any part of the Collateral, at public or private sale or at any broker's board
or on any securities exchange, for cash, upon credit or for future delivery as
the Trustee shall deem appropriate. Each such purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
the Grantor, and the Grantor hereby waives (to the extent permitted by law) all
rights of redemption, stay and appraisal which the Grantor now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted.

     The Trustee shall give the Grantor 10 days' written notice (which the
Grantor agrees is reasonable notice within the meaning of Section 9-504(3) of
the UCC as in effect in New York) of the Trustee's intention to make any sale of
the Grantor's Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall
be held at such time or times within ordinary business hours and at such place
or places as the Trustee may fix and state in the notice of such sale. At any
such sale, the Collateral, or portion thereof, to be sold may be sold in one lot
as an entirety or in separate parcels, as the Trustee may (in its sole and
absolute discretion) determine. The Trustee shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The Trustee
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the


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same was so adjourned. In case any sale of all or any part of the Collateral is
made on credit or for future delivery, the Collateral so sold may be retained by
the Trustee until the sale price is paid in full by the purchaser or purchasers
thereof, but the Trustee shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public sale made pursuant to this Section 8, the Trustee may bid
for or purchase, free (to the extent permitted by law) from any right of
redemption, stay or appraisal on the part of the Grantor (all said rights being
also hereby waived and released to the extent permitted by law), with respect to
the Collateral or any part thereof offered for sale and the Trustee may make
payment on account thereof by using any claim then due and payable to the
Trustee or any Holder from the Grantor as a credit against the purchase price,
and the Trustee may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to the Grantor therefor.
The Grantor shall remain liable for any deficiency. For purposes hereof, a
written agreement to purchase the Collateral or any portion thereof shall be
treated as a sale thereof; the Trustee shall be free to carry out such sale
pursuant to such agreement, and the Grantor shall not be entitled to the return
of the Collateral or any portion thereof subject thereto, notwithstanding the
fact that after the Trustee shall have entered into such an agreement all Events
of Default shall have been remedied and the Secured Obligations paid in full. As
an alternative to exercising the power of sale herein conferred upon it, the
Trustee may proceed by a suit or suits at law or in equity to foreclose this
Charge Over Shares and to sell the Collateral or any portion thereof pursuant to
a judgment or decree of a court or courts having competent jurisdiction or
pursuant to a proceeding by a court-appointed receiver.

     9. Application of Proceeds of Sale. The proceeds of any sale of Collateral,
as well as any Collateral consisting of cash, shall be applied by the Trustee in
accordance with Section 506 of the Indenture.

     10. Trustee Appointed Attorney-in-Fact. The Grantor hereby appoints the
Trustee its attorney-in-fact upon the occurrence and during the continuance of
an Event of Default solely for the purpose of carrying out the provisions of
this Charge Over Shares and taking any action and executing any instrument which
the Trustee may deem necessary or advisable to accomplish the purposes hereof,
which appointment is irrevocable and coupled with an interest. Without limiting
the generality of the foregoing, the Trustee shall have the right, upon the
occurrence and during the continuance of an Event of Default, with full power of
substitution either in the Trustee's name or in the name of the Grantor, to ask
for, demand, sue for, collect, receive receipt and give acquittance for any and
all moneys due or to become due and under and by virtue of any Collateral, to
endorse the cheques, drafts, orders and other instruments for the payment of
money payable to the Grantor representing any interest or dividend, or other
distribution payable in respect of the Collateral or any part thereof or on
account thereof and to give full discharge for the same, to settle, compromise,
prosecute or defend any action, claim or proceeding with respect thereto, and to
sell, assign, endorse, pledge, transfer and make any agreement respecting, or
otherwise deal with, the same; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Trustee or the Holders to make
any


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commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Trustee or the Holders, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby, and no action taken by the Trustee or the Holders or omitted to be
taken with respect to the Collateral or any part thereof shall give rise to any
defense, counterclaim or offset in favor of the Grantor or to any claim or
action against the Trustee or the Holders in the absence of the gross negligence
or wilful misconduct of the Trustee or the Holders.

     11. No Waiver. No failure on the part of the Trustee to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by the Trustee preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
Trustee and the Holders shall not be deemed to have waived any rights hereunder
or under any other agreement or instrument unless such waiver shall be in
writing and signed by such parties.

     12. Security Interest Absolute. All rights of the Trustee hereunder, the
grant of a security interest in the Collateral and all obligations of the
Grantor hereunder, shall be absolute and unconditional irrespective of (i) any
lack of validity or enforceability of the Indenture, any guarantee or other
agreement with respect to any of the Secured Obligations or any other agreement
or instrument relating to any of the foregoing, (ii) any change in time, manner
or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any consent to any departure
from the Indenture or any other agreement or instrument, (iii) any exchange,
release or nonperfection of any Lien on other collateral, or any release or
amendment or waiver of or consent to or departure from any guarantee, for all or
any of the Secured Obligations or (iv) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the Grantor in
respect of the Secured Obligations or in respect of this Charge Over Shares
(other than the indefeasible payment in full of all of the Secured Obligations
and subject to Section 14 of this Charge Over Shares).

     13. Trustee's Fees and Expenses. The provisions of Sections 503 and 607 of
the Indenture with respect to the reimbursement of fees and expenses and
indemnification are hereby deemed incorporated herein in their entirety and
shall be binding upon the Grantor as if set forth herein, and the Grantor shall
be obligated to, (x) upon demand, pay to the Trustee the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts or Trustees which the Trustee may incur in connection with
(i) the administration of this Charge Over Shares, (ii) the custody or
preservation of, or the sale or other disposition of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Trustee hereunder or (iv) the failure by the Grantor to
perform or observe any of the provisions hereof, and (y) indemnify the Trustee
and the Holders. Any such amounts payable as provided hereunder or thereunder
shall be additional Secured Obligations


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secured hereby and by the other Security Documents. The obligations contained in
this Section 13 shall survive the termination of this Charge Over Shares or the
resignation or removal of the Trustee.

     14. Termination. This Charge Over Shares shall terminate when all the
Secured Obligations have been fully and indefeasibly paid in cash, at which time
the Trustee shall reassign without any representations or warranties and deliver
to the Grantor, or to such Person or Persons as the Grantor shall designate,
against receipt, such of the Collateral (if any) as shall not have been sold or
otherwise still be held by it hereunder, together with appropriate instruments
of reassignment and release; provided, however, that all indemnities of the
Grantor contained in this Charge Over Shares shall survive, and remain operative
and in full force and effect regardless of, the termination of this Charge Over
Shares. Any such reassignment shall be without recourse to or warranty by the
Trustee and at the expense of the Grantor. The security interest hereunder shall
automatically terminate in any Collateral that is permitted to be sold or
disposed of by the Indenture or as otherwise released pursuant to Section 1103
of the Indenture. The Trustee shall promptly take such action, and execute such
releases, termination statements or other documents as may be reasonably
requested by an interested party, at the expense of the Grantor, to evidence the
termination and releases contemplated hereby.

     15. Notices. All communications and notices hereunder shall be in writing
and shall be given (i) in the case of the Grantor: at 77 Route 25, Pierson
Industrial Park, Bradford, Vermont 05033 (Telecopy No. (802) 222-5781),
Attention: Russell David, Vice President - Finance, with a copy to Morgan, Lewis
& Bockius, LLP, 101 Park Avenue, New York, New York 10178-0060, Attention: David
W. Pollak, Esq. (Telecopy No. (212) 309-6273), and (ii) in the case of the
Trustee, The Bank of New York at: 101 Barclay Street, 21 West, New York, New
York 10286, (Telecopy No.: 212-815-5915) Attention: Corporate Trust Department.

     16. Further Assurances. The Grantor agrees at its expense to do such
further acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Trustee may at any time
reasonably request in connection with the administration and enforcement of this
Charge Over Shares or with respect to the Collateral or any part thereof or in
order better to assure and confirm unto the Trustee its rights and remedies
hereunder.

     17. Binding Agreement; Assignments. This Charge Over Shares, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, except that
the Grantor shall not be permitted to assign this Charge Over Shares or any
interest herein or in the Collateral, or any part thereof, or otherwise charge,
pledge, encumber or grant any option with respect to the Collateral, or any part
thereof, or any cash or property held by the Trustee as Collateral under this
Charge Over Shares, except as contemplated or permitted by this Charge Over
Shares or the Indenture.


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<PAGE>


     18. Governing Law/Jurisdiction. This Charge Over Shares shall be governed
by and interpreted and construed in accordance with English law.

     The Grantor, for the benefit of the Trustee and the Holders, hereby
irrevocably agrees that any proceedings or disputes in connection this Charge
Over Shares may be brought either in the courts of England and Wales, or in any
competent state court of the State of New York, USA or any federal court within
the State of New York, USA and hereby submits to the non-exclusive jurisdiction
of or any such court.

     The Grantor and the Trustee irrevocably waive any objection which each may
respectively have, now or hereafter, to the laying of the venue of any
proceedings in any such court as is referred in this Section 18 and any claim
that any such proceedings have been brought in an inconvenient forum and further
irrevocably agree that a judgement in any proceedings brought in any competent
court shall be conclusive and binding upon the Grantor and may be enforced in
the courts of any other jurisdiction.

     19. Severability. In case any one or more of the provisions contained in
this Charge Over Shares should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired.

     20. Counterparts. This Charge Over Shares may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument. This Charge Over Shares
shall be effective when a counterpart which bears the signature of the Grantor
shall have been delivered to the Trustee, and the Trustee shall have executed
this Charge Over Shares.

     21. Section Headings. Section headings used herein are for convenience only
and are not to affect the construction of, or be taken into consideration in
interpreting, this Charge Over Shares.

     22. English Language. The parties hereto confirm that it is their wish that
this Charge Over Shares as well as any other documents relating thereto,
including notices, have been and shall be drawn up in the English language only.

     Les parties aux presentes confirment leur volonte que cette convention de
meme que tous les documents, y compris tous avis, s'y rattachant, solent rediges
en langue anglaise seulement.

     23. Intercreditor Agreement. This Charge Over Shares, including the right
of the Trustee to exercise remedies hereunder, shall be subject to the terms and
conditions of the Intercreditor Agreement. Notwithstanding the foregoing or any
reference to the Intercreditor Agreement herein, the Grantor agrees and
acknowledges that neither this Charge Over Shares nor


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<PAGE>


the Intercreditor Agreement provides the Grantor with any rights as a third
party beneficiary or otherwise.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Charge Over
Shares as of the day and year first above written.

                             SLM INTERNATIONAL, INC.

                             By:______________________________
                                Name:
                                Title:


                             THE BANK OF NEW YORK, as Trustee

                             By:______________________________
                                Name:
                                Title:


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