Exhibit 10.2

                                                                  EXECUTION COPY

                          PLEDGE AND SECURITY AGREEMENT

      PLEDGE AND SECURITY AGREEMENT dated November 8, 2006, made by AEROBIC
CREATIONS, INC., a Delaware corporation, to be known as Summit Global Logistics,
Inc. ("Company"), MARITIME LOGISTICS US HOLDINGS INC., a Delaware corporation
("MLI"), TUG USA, INC., a New Jersey corporation, formerly known as Dolphin US
Logistics Inc ("TUG USA"), AMR INVESTMENTS INC, a New Jersey corporation
("AMRI"), FMI HOLDCO I, LLC, a Delaware limited liability company ("FMI
Holdco"), SEAMASTER LOGISTICS INC., a Delaware corporation ("Seamaster"), and
FMI INTERNATIONAL LLC, a Delaware limited liability company ("FMI
International", and together with Company, MLI, TUG USA, AMRI , FMI Holdco and
Seamaster, collectively "Pledgors" and each a "Pledgor") in favor of LAW
DEBENTURE TRUST COMPANY OF NEW YORK, a limited purpose trust company chartered
by the New York State Banking Department, in its capacity as collateral agent
for and on behalf of the Noteholders (as defined below) (in such capacity, the
"Pledgee").

                              W I T N E S S E T H:

            WHEREAS, MLI and each party listed as a "Buyer" on the Schedule of
Buyers attached thereto (collectively, the "Buyers") are parties to the
Securities Purchase Agreement (Notes and Warrants), dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof, the "Securities Purchase Agreement"),
pursuant to which MLI will cause Company to authorize a new series of its senior
secured convertible notes (as such Notes may be amended, restated, replaced or
otherwise modified from time to time in accordance with the terms thereof,
collectively, the "Notes"), which Notes shall be convertible into Company's
common stock in accordance with the terms thereof;

            WHEREAS, pursuant to a joinder agreement dated the date hereof,
Company shall become a party to the Securities Purchase Agreement;

            WHEREAS, MLI, TUG USA, AMRI, Seamaster and FMI Holdco and certain of
their affiliates have executed and delivered a Guaranty dated the date hereof
(as amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof the "Guaranty") in favor of the Agent for the
benefit of itself and the Noteholders, with respect to Company's obligations
under the Securities Purchase Agreement, the Notes and the Transaction Documents
(as defined below); and

            WHEREAS, it is a condition precedent to the Buyers purchasing the
Notes pursuant to the Securities Purchase Agreement that the Pledgors shall have
agreed to pledge as collateral security to Pledgee, for itself and the benefit
of Noteholders and to the grant to Pledgee, for itself and the benefit of
Noteholders, of a security interest in and Lien on, the outstanding Equity
Interests (as defined in the Notes) of Pledgors now or hereafter existing and in
which such Pledgor has any interest at any time subject to the terms and
conditions hereof;

            WHEREAS, the Pledgors are mutually dependent on each other in the
conduct of their respective businesses as an integrated operation, with the
credit needed from time to time

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by each Pledgor often being provided through financing obtained by the other
Pledgors and the ability to obtain such financing being dependent on the
successful operations of all of the Pledgors as a whole; and

            WHEREAS, each Pledgor has determined that the execution, delivery
and performance of this Agreement directly benefits, and is in the best interest
of, such Pledgor;

      NOW, THEREFORE, in consideration of the premises and the agreements herein
and in order to induce the Buyers purchase the Notes pursuant to the Securities
Purchase Agreement, the Pledgors hereby jointly and severally agree with the
Pledgee, for itself and the benefit of the Noteholders, as follows:

      SECTION 1. DEFINITIONS.

            (a) Reference is hereby made to the Notes for a statement of the
terms thereof. All terms used in this Agreement which are defined in the Notes
or in Article 8 or Article 9 of the Uniform Commercial Code currently in effect
in the State of New York (the "Code") and which are not otherwise defined herein
shall have the same meanings herein as set forth therein.

            (b) Notwithstanding anything to the contrary contained herein, for
purposes of Section 5 hereof, the terms "Pledged Shares" and "Pledged
Collateral" shall not include the shares of stock and other ownership interests
in (i) SeaMaster Logistics (China) Limited, a company organized under the laws
of the People's Republic of China ("SeaMaster China"), at such time as any
shares of stock or other ownership interests in SeaMaster China may become
subject to this Agreement or a similar pledge and security agreement in favor of
Agent after the date hereof to the extent that the representations and
warranties included in Section 5 hereof would relate to matters of the laws of
the People's Republic of China as to such shares of stock and other ownership
interests in SeaMaster China, and (ii) AmeRussia Ltd., a company organized under
the laws of Russia ("AmeRussia"), to the extent that the representations and
warranties included in Section 5 hereof would relate to matters of the laws of
Russia as to the shares of stock and other ownership interests in AmeRussia.

      SECTION 2. PLEDGE AND GRANT OF SECURITY INTEREST.

            (a) As collateral security for the prompt performance, observance
and indefeasible payment in full of all of the Obligations (as defined in
Section 3 hereof), each Pledgor hereby pledges and collaterally assigns to the
Pledgee, for itself and the benefit of the Noteholders, and grants to the
Pledgee for the benefit of itself and the Noteholders a continuing security
interest in and Lien on, such Pledgor's right, title and interest in and to the
following (the "Pledged Collateral"):

                  (i) the shares of stock, partnership interests, member
interests and other ownership interests described in Schedule I hereto (the
"Pledged Shares"), whether or not evidenced or represented by any stock
certificate, certificated security or other instrument, issued by the Persons
described in such Schedule I (the "Existing Issuers"), the certificates
representing the Pledged Shares (if any), all options and other rights,
contractual or otherwise, in respect thereof and all dividends, distributions,
cash, instruments, investment property and other property (including without
limitation, any stock dividend and any distribution in connection


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<PAGE>

with a stock split) from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares;

                  (ii) the shares of stock, partnership interests, member
interests or other ownership interests at any time and from time to time
acquired by such Pledgor of any and all Persons now or hereafter existing, all
or a portion of such stock, partnership interest, member interest or other
ownership interests, whether or not evidenced by any stock certificate,
certificated security or other instrument, which are acquired by such Pledgor at
any time (such Persons, together with the Existing Issuers, being hereinafter
referred to collectively as the "Issuers" and individually as an "Issuer"), the
certificates representing such shares, partnership interests, member interests
or other ownership interests, all options and other rights, contractual or
otherwise, in respect thereof and all dividends, distributions, cash,
instruments, investment property and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares, partnership interests, member interests or other ownership
interests;

                  (iii) all investment property, financial assets, securities,
Capital Stock, other equity interests, stock options and commodity contracts of
such Pledgor, all notes, debentures, bonds, promissory notes or other evidences
of indebtedness of such Pledgor, and all other assets now or hereafter received
or receivable with respect to the foregoing;

                  (iv) all security entitlements of such Pledgor in any and all
of the foregoing;

                  (v) all of such Pledgor's records with respect to the
foregoing; and

                  (vi) all proceeds (including proceeds of proceeds) of any and
all of the foregoing, including, without limitation, all causes of action,
claims and warranties now or hereafter held by such Pledgor in respect of any of
the items listed above, and to the extent related to any property described
above or such proceeds;

in each case, whether now owned or hereafter acquired by such Pledgor and
howsoever its interest therein may arise or appear (whether by ownership,
security interest, Lien, claim or otherwise).

            (b) Notwithstanding anything to the contrary set forth in this
Agreement, neither the "Additional Collateral", the "Pledged Collateral" nor any
of the other "Collateral" shall include (i) the Capital Stock of any Subsidiary
that is organized under the laws of a jurisdiction outside of the United States
that is a "controlled foreign corporation" (as such term is defined in Section
957(a) of the Code or a successor provision thereof) in excess of sixty-five
(65%) percent of all of the issued and outstanding shares of Capital Stock of
such foreign Subsidiary entitled to vote (within the meaning of Treasury
Regulation Section 1.956-2), to the extent that the grant of a security interest
in the Capital Stock of each foreign Subsidiary in excess of sixty-six and two
thirds (66 2/3%) percent of all of the issued and outstanding shares of Capital
Stock of such foreign Subsidiary entitled to vote (within the meaning of
Treasury Regulation Section 1.956-2) to secure the Obligations may result in any
adverse tax consequence to any Pledgor, and (ii) the funds held by Law Debenture
Trust Company of New York, a limited purpose trust company, chartered by the New
York State Banking Department ("Law Debenture Trust"), as escrow agent


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pursuant to the escrow agreement, dated as of May 4, 2006, among AMRI, Rick
Shannon, an individual and Law Debenture Trust Company.

      SECTION 3. SECURITY FOR OBLIGATIONS. The security interest created hereby
in the Pledged Collateral constitutes continuing collateral security for all of
the following obligations, whether now existing or hereafter incurred (the
"Obligations"):

            (a) all present and future indebtedness, obligations, and
liabilities of each Pledgor to Pledgee and the Noteholders under the Notes, the
Securities Purchase Agreement and any other Transaction Document, whether or not
the right of payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed,
legal, equitable, secured, unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 4(vii) or 4(viii) of the Notes. Without limiting the generality of the
foregoing, the Obligations include the obligation of each Pledgor to pay
principal, interest, charges, expenses, fees, attorneys' fees and disbursements,
indemnities and other amounts payable by such Pledgor under the Transaction
Documents, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal term of the Notes or after the
commencement of any case with respect to such Pledgor under the United States
Bankruptcy Code or any similar statute (including the payment of interest and
other amounts which would accrue and become due but for the commencement of such
case, whether or not such amounts are allowed or allowable in whole or in part
in such case); and

            (b) the due performance and observance by each Pledgor of all of its
other obligations from time to time existing in respect of any of the
Transaction Documents, including without limitation, with respect to any
conversion or redemption rights of the Buyers under the Notes; and

            (c) the obligation of each Pledgor to reimburse any amount in
respect of any of the foregoing that Pledgee or any Noteholder (in its sole
discretion) may elect to pay or advance on behalf of such Pledgor. Each Pledgor
waives any rights it may have under the Code to demand the filing of termination
statements by Pledgee with respect to the Collateral, and Pledgee shall not be
required to deliver such termination statements to such Pledgor, or to file them
with any filing office, in each case, unless and until all of the Obligations
are paid in full and the Transaction Documents are terminated.

      SECTION 4. DELIVERY OF THE PLEDGED COLLATERAL.

            (a) (i) All certificates currently representing the Pledged Shares
(if any) shall be delivered to the Pledgee, for the benefit of itself and the
Noteholders, on or prior to the execution and delivery of this Agreement. All
other certificates and instruments constituting Pledged Collateral from time to
time or required to be pledged to the Pledgee, for the benefit of itself and the
Noteholders, pursuant to the terms of this Agreement and the other Transaction
Documents (the "Additional Collateral"), shall be delivered to the Pledgee
promptly upon receipt thereof by or on behalf of any of the Pledgors. All such
certificates and instruments shall be held by or on behalf of the Pledgee
pursuant hereto and shall be delivered to Pledgee in suitable form for transfer
by delivery or shall be accompanied by duly executed instruments of transfer or


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<PAGE>

assignment or undated powers executed in blank, all in form and substance
satisfactory to the Pledgee. If any Pledged Collateral consists of
uncertificated securities, unless the immediately following sentence is
applicable thereto, upon the occurrence and continuation of an Event of Default
under the Notes, such Pledgor shall cause the Pledgee (or its designated
custodian or nominee) to become the registered holder thereof, or cause each
issuer of such securities to agree that it will comply with instructions
originated by the Pledgee with respect to such securities without further
consent by such Pledgor. If any Pledged Collateral consists of security
entitlements, such Pledgor shall collaterally assign such security entitlements
to the Pledgee (or its custodian, nominee or other designee), or cause the
applicable securities intermediary to agree that it will comply with entitlement
orders by the Pledgee without further consent by such Pledgor, in each case,
upon the occurrence and continuation of an Event of Default. Notwithstanding the
foregoing, unless an Event of Default has occurred and is continuing, Pledgee
shall, upon written request from any Pledgor, promptly return to such Pledgor
any promissory note(s) and/or other instrument(s) in Pledgee's possession
necessary or useful to enable such Pledgor to take any action to collect or
enforce any performance or the payment of amounts due under such promissory
note(s) and/or other instrument(s).

                  (ii) Within ten (10) Business Days of the receipt by a Pledgor
of any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor,
in substantially the form of Exhibit A hereto (a "Pledge Amendment") shall be
delivered to the Pledgee, in respect of the Additional Collateral which must be
pledged pursuant to this Agreement and the Notes. The Pledge Amendment shall
from and after delivery thereof constitute part of Schedule I hereto. Each
Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to this
Agreement and agrees that all promissory notes, certificates or instruments
listed on any Pledge Amendment delivered to the Pledgee shall for all purposes
hereunder constitute Pledged Collateral and such Pledgor shall be deemed upon
delivery thereof to have made the representations and warranties set forth in
Section 5 with respect to such Additional Collateral.

            (b) If any Pledgor shall receive, by virtue of such Pledgor's being
or having been an owner of any Pledged Collateral, any (i) stock certificate
(including, without limitation, any certificate representing a stock dividend or
distribution in connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination of shares,
stock split, spin-off or split-off), or other instrument, (ii) option or right,
whether as an addition to, substitution for, or in exchange for, any Pledged
Collateral, or otherwise, (iii) dividends payable in cash (except such dividends
permitted to be retained by any such Pledgor pursuant to Section 7 hereof) or in
securities or other property or (iv) dividends or other distributions in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, such Pledgor
shall receive such stock certificate, instrument, option, right, payment or
distribution in trust for the benefit of the Pledgee, shall segregate it from
such Pledgor's other property and shall deliver it forthwith to the Pledgee, for
the benefit of itself and the Noteholders, in the exact form received, with any
necessary endorsement and/or appropriate stock powers duly executed in blank, to
be held by the Pledgee as Pledged Collateral and as further collateral security
for the Obligations.

            (c) True, correct and complete copies of the limited liability
company agreement and the certificate of formation of each Issuer that is a
limited liability company have been delivered to Pledgee, for the benefit of
itself and the Noteholders, on or prior to the execution and delivery


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<PAGE>

of this Agreement. There are and shall be no other agreements governing the
formation, organization or terms of the membership interests with respect to any
such Issuer.

      SECTION 5. REPRESENTATIONS AND WARRANTIES. Each Pledgor jointly and
severally represents and warrants as follows:

            (a) Such Pledgor (i) is a corporation, limited liability company,
trust or limited partnership duly organized, validly existing and in good
standing under the laws of the state or jurisdiction of its organization, and
(ii) has all requisite power and authority to execute, deliver and perform this
Agreement.

            (b) The execution, delivery and performance by such Pledgor of this
Agreement and each other Transaction Document to which such Pledgor is a party
or will be a party (i) have been duly authorized by all necessary action, (ii)
do not and will not contravene its charter or by-laws, its limited liability
company or operating agreement, its trust agreement or its certificate of
partnership or partnership agreement, as applicable, or any applicable law
compliance with which is material to the business of any Pledgor or any Material
Contract or any other contractual restriction binding on or otherwise affecting
it or any of its properties where the contravention of such other contractual
restriction has or could reasonably be expected to have a Material Adverse
Effect, (iii) do not and will not result in or require the creation of any Lien
upon or with respect to any of its properties other than pursuant to any
Transaction Document and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties where such default, noncompliance,
suspension, revocation, impairment, forfeiture or nonrenewal has or could
reasonably be expected to have a Material Adverse Effect.

            (c) The Pledged Shares to the extent applicable have been duly
authorized and validly issued and are fully paid and nonassessable and the
holders thereof are not entitled to any preemptive, first refusal or other
similar rights, except as otherwise expressly set forth in Schedule II hereto.
Except as noted in Schedule I hereto, the Pledged Shares constitute 100% of the
issued shares of capital stock, partnership interests, membership interests, or
other ownership interests, as applicable, of the Existing Issuers as of the date
hereof. All other shares of stock constituting Pledged Collateral will be duly
authorized and validly issued, fully paid and nonassessable.

            (d) Such Pledgor is and will be at all times the legal and
beneficial owner of its Pledged Collateral free and clear of any Lien except for
the Lien created by this Agreement and the Permitted Liens.

            (e) The exercise by the Pledgee of any of its rights and remedies in
accordance with the terms of this Agreement will not contravene any applicable
law compliance with which is material to the business of any Pledgor or any
Material Contract or any other contractual restriction binding on or otherwise
affecting such Pledgor or any of the properties of such Pledgor where the
contravention of such other contractual restriction has or could reasonably be
expected to have a Material Adverse Effect, and will not result in or require
the creation of any


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<PAGE>

Lien (other than pursuant to this Agreement or the other Transaction Documents)
upon or with respect to any of the properties of such Pledgor.

            (f) No authorization or approval or other action by, and no notice
to or filing with, any Governmental Authority is required to be obtained or made
by such Pledgor for (i) the due execution, delivery and performance by such
Pledgor of this Agreement, (ii) the grant by any Pledgor, or the perfection, of
the Lien created hereby in the Pledged Collateral or (iii) the exercise by the
Pledgee, for the benefit of itself and the Noteholders, of any of its rights and
remedies hereunder, except as may be required in connection with any sale of any
Pledged Collateral by laws affecting the offering and sale of securities
generally except for such notices, filings and other actions referred to in
Sections 4(m) and (n) of the Security Agreement dated as of November 8, 2006,
among Pledgors, certain of their affiliates and Pledgee.

            (g) This Agreement creates a valid Lien in favor of the Pledgee, for
the benefit of itself and the Noteholders, in the Pledged Collateral as security
for the Obligations. The Pledgee's having possession of any certificates
evidencing the Pledged Shares, which constitute Investment Property (and not
General Intangibles), and all other certificates, which constitute Investment
Property (and not General Intangibles), instruments and cash constituting
Pledged Collateral from time to time results in the perfection of such Lien.
Such Lien is, or in the case of Pledged Collateral in which any Pledgor obtains
rights after the date hereof, will be, upon the Pledgee's having possession of
the certificates evidencing the Pledged Shares, which constitute Investment
Property (and not General Intangibles), and all other certificates, which
constitute Investment Property (and not General Intangibles), instruments and
cash constituting Pledged Collateral, a perfected, second priority Lien, subject
only to the Permitted Liens. All action necessary or desirable to perfect and
protect such Lien has been duly taken, except for the Pledgee's having
possession of certificates, which constitute Investment Property (and not
General Intangibles), instruments and cash constituting Pledged Collateral after
the date hereof and any filing required under the Code.

            (h) The shares of stock and membership and other ownership interests
in AmeRussia and FMI Holdco, described in Schedule 1 hereto, are not evidenced
or represented by any stock certificate, membership certificate, certificated
security or other instrument.

      SECTION 6. COVENANTS AS TO THE PLEDGED COLLATERAL. Unless and until the
Obligations have been paid in full, each Pledgor shall, unless the Pledgee shall
otherwise consent in writing:

            (a) keep adequate records concerning the Pledged Collateral and
permit the Pledgee or any agents, designees or representatives thereof at any
time or from time to time, subject to the terms of the Notes, to examine and
make copies of and abstracts from such records during normal business hours of
Pledgors provided that the Pledgor shall not bear the cost and expense of more
than two such examinations or other visits in any calendar year unless an Event
of Default, or any event that with the giving of notice or the lapse of time, or
both, would constitute an Event of Default, has occurred and is continuing;

            (b) at the Pledgors' joint and several expense, promptly, and in any
event within five (5) days after receipt, deliver to the Pledgee a copy of each
material notice or other material communication received by it in respect of the
Pledged Collateral;


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            (c) at the Pledgors' joint and several expense, defend the Pledgee's
right, title and security interest in and to the Pledged Collateral against the
claims of any Person;

            (d) at the Pledgors' joint and several expense, at any time and from
time to time, promptly execute and deliver all further instruments and documents
and take all further action that may be necessary or appropriate or that the
Pledgee may reasonably request in order to (i) perfect and protect, or maintain
the perfection of, the security interest and Lien purported to be created
hereby, (ii) enable the Pledgee to exercise and enforce its rights and remedies
hereunder in respect of the Pledged Collateral in accordance with the provisions
hereof or (iii) otherwise effect the purposes of this Agreement, including,
without limitation, delivering to the Pledgee, after the occurrence and during
the continuation of an Event of Default, irrevocable proxies in respect of the
Pledged Collateral;

            (e) not sell, assign (by operation of law or otherwise), exchange or
otherwise dispose of any Pledged Collateral owned by it or any of its interest
therein other than as permitted under the Notes or approved by the Senior Agent
(as defined in the Intercreditor Agreement (as defined in Section 16(i) hereof))
in accordance with Section 2.5 of the Intercreditor Agreement;

            (f) not create or suffer to exist any Lien upon or with respect to
any Pledged Collateral owned by it except for the Lien created hereby or for any
Permitted Lien;

            (g) not make or consent to any amendment or other modification or
waiver with respect to any Pledged Collateral except that any Pledgor may make
or consent to any amendment or other modification or waiver solely to the extent
necessary to reflect any merger or consolidation permitted under Section 14(f)
of the Notes or enter into any agreement or permit to exist any restriction with
respect to any Pledged Collateral other than under the Transaction Documents and
the Senior Loan Documents;

            (h) except as expressly permitted by the Notes, not permit the
issuance of (i) any additional shares of any class of capital stock, partnership
interests, member interests or other equity of any Existing Issuer or any other
Issuer that is also a Subsidiary, (ii) any securities convertible voluntarily by
the holder thereof or automatically upon the occurrence or non-occurrence of any
event or condition into, or exchangeable for, any such capital stock or other
equity or (iii) any warrants, options, contracts or other commitments entitling
any Person to purchase or otherwise acquire any such capital stock or other
equity;

            (i) not take or fail to take any action which would in any manner
impair the value or enforceability of the Pledgee's security interest in and
Lien on any Pledged Collateral;

            (j) not permit any Issuer, directly or indirectly, to (i) except as
permitted under the Notes, issue, sell, grant, assign, transfer or otherwise
dispose of, any additional membership interests of such Issuer or any option or
warrant with respect to, or other right or security convertible into, any
additional members interests, now or hereafter authorized, unless all such
additional membership interests, options, warrants, rights or other such
securities are made and shall remain part of the Pledged Collateral subject to
the pledge and security interest granted herein, (ii) take any action to
withdraw the authority of or to limit or restrict the authority of any Issuer's
managers or officers to deal and contract with Pledgee and to bind and obligate
any


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Issuer, or (iii) pay any interim distribution in cash or other assets to any
member that is not a Borrower, except as permitted in the Notes. Any
distribution by any Issuer other than as permitted in the Notes shall constitute
a "wrongful distribution" for purposes of applicable law;

            (k) promptly notify Pledgee in writing of the occurrence of any
event specified in any Issuer's certificate of incorporation or other
organizational documents that may result in Issuer's dissolution or liquidation.

      SECTION 7. VOTING RIGHTS, DIVIDENDS, ETC. IN RESPECT OF THE PLEDGED
COLLATERAL.

            (a) So long as no Event of Default shall have occurred and be
continuing:

                  (i) each Pledgor may exercise any and all voting and other
consensual rights pertaining to any Pledged Collateral for any purpose not
inconsistent with the terms of this Agreement, the Notes or the other
Transaction Documents; PROVIDED, HOWEVER, that (A) none of the Pledgors will
exercise or refrain from exercising any such right, as the case may be, if the
Pledgee has provided prior written notice to such Pledgors that, in the
Pledgee's judgment, such action (or inaction) could reasonably be expected to
affect adversely in any material respect the value of any Pledged Collateral or
otherwise could reasonably be expected to have a Material Adverse Effect and (B)
each Pledgor will give the Pledgee at least five (5) Business Days' notice of
the manner in which it intends to exercise, or the reasons for refraining from
exercising, any such right that could reasonably be expected to affect adversely
in any material respect the value of any Pledged Collateral or otherwise could
reasonably be expected to have a Material Adverse Effect;

                  (ii) each of the Pledgors may receive and retain any and all
dividends, interest or other distributions paid in respect of the Pledged
Collateral to the extent permitted by the Notes; PROVIDED, THAT, any and all (A)
dividends and interest paid or payable other than in cash in respect of, 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 Collateral in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, and (C) cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any
Pledged Collateral, together with any dividend, interest or other distribution
or payment which, in the case of each of (A), (B) and (C) hereof, at the time of
such payment or other distribution was not permitted by the Notes, shall be, and
shall forthwith be delivered to the Pledgee to hold as, Pledged Collateral and
shall, if received by any of the Pledgors, be received in trust for the benefit
of the Pledgee, shall be segregated from the other property or funds of the
Pledgors, and shall be forthwith delivered to the Pledgee in the exact form
received with any necessary endorsement and/or appropriate stock powers duly
executed in blank, to be held by the Pledgee as Pledged Collateral and as
further collateral security for the Obligations; PROVIDED, THAT, the Pledgee
shall return such amounts to the Pledgors within ten (10) Business Days of a
request from any Pledgor for such return unless such amounts are applied to the
Obligations in accordance with the Notes during such ten (10) Business Day
period; and

                  (iii) the Pledgee will execute and deliver (or cause to be
executed and delivered) to a Pledgor all such proxies and other instruments as
such Pledgor may reasonably request for


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<PAGE>

the purpose of enabling the Pledgor to exercise the voting and other rights
which it is entitled to exercise pursuant to Section 7(a)(i) hereof and to
receive the dividends, interest and/or other distributions which it is
authorized to receive and retain pursuant to Section 7(a)(ii) hereof.

            (b) Upon the occurrence and during the continuance of an Event of
Default:

                  (i) all rights of each Pledgor to exercise the voting and
other consensual rights which it would otherwise be entitled to exercise
pursuant to Section 7(a)(i) hereof, and to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain pursuant
to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon
become vested in the Pledgee which shall thereupon have the sole right to
exercise such voting and other consensual rights and to receive and hold as
Pledged Collateral such dividends and interest payments;

                  (ii) without limiting the generality of the foregoing, the
Pledgee may at its option exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of the
Pledged Collateral as if it were the absolute owner thereof, including, without
limitation, the right to exchange, in its discretion, any and all of the Pledged
Collateral upon the merger, consolidation, reorganization, recapitalization or
other adjustment of any Issuer, or upon the exercise by any Issuer of any right,
privilege or option pertaining to any Pledged Collateral, and, in connection
therewith, to deposit and deliver any and all of the Pledged Collateral with any
committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine; and

                  (iii) all dividends, distributions, interest and other
payments which are received by any of the Pledgors contrary to the provisions of
Section 7(b)(i) hereof shall be received in trust for the benefit of the Pledgee
shall be segregated from other funds of the Pledgors, and shall be forthwith
paid over to the Pledgee as Pledged Collateral in the exact form received with
any necessary endorsement and/or appropriate stock powers duly executed in
blank, to be held by the Pledgee as Pledged Collateral and as further collateral
security for the Obligations.

      SECTION 8. ADDITIONAL PROVISIONS CONCERNING THE PLEDGED COLLATERAL.

            (a) Each Pledgor (i) authorizes the Pledgee to file any financing
statements required hereunder or under any other Transaction Document), and any
continuation statements or amendment with respect thereto, in any appropriate
filing office without the signature of such Pledgor and (ii) ratifies the filing
of any financing statement, and any continuation statement or amendment with
respect thereto, filed without the signature of such Pledgor prior to the date
hereof. A photocopy or other reproduction of this Agreement or any financing
statement covering the Pledge Collateral or any part thereof shall be sufficient
as a financing statement where permitted by law.

            (b) Each Pledgor hereby irrevocably appoints the Pledgee such
Pledgor's attorney-in-fact and proxy, with full authority in the place and stead
of such Pledgor and in the name of such Pledgor or otherwise, from time to time
in the Pledgee's discretion, to take any action and to execute any agreements,
instruments or other documents in such Pledgor's name and to file such
agreements,


                                       10
<PAGE>

instruments or other documents in such Pledgor's name and to file such
agreements, instruments, or other documents in any appropriate filing office,
which the Pledgee may deem necessary or advisable to accomplish the purposes of
this Agreement (subject to the rights of such Pledgor under Section 7(a)
hereof), including, without limitation, to receive, endorse and collect all
instruments made payable to such Pledgor representing any dividend, interest
payment or other distribution in respect of any Pledged Collateral and to give
full discharge for the same. This power is coupled with an interest and is
irrevocable until all of the Obligations are paid in full.

            (c) If any Pledgor fails to perform any agreement or obligation
contained herein, the Pledgee itself may, after the occurrence and during the
continuance of an Event of Default, perform, or cause performance of, such
agreement or obligation, and the expenses of the Pledgee incurred in connection
therewith shall be jointly and severally payable by the Pledgors pursuant to
Section 11 hereof and shall be secured by the Pledged Collateral.

            (d) Other than the exercise of reasonable care to assure the safe
custody of the Pledged Collateral while held hereunder, the Pledgee shall have
no duty or liability to preserve rights pertaining thereto and shall be relieved
of all responsibility for the Pledged Collateral upon surrendering it or
tendering surrender of it to any of the Pledgors. The Pledgee shall be deemed to
have exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Pledgee accords its own property, it being
understood that the Pledgee shall not have responsibility for (i) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Pledged Collateral, whether or not the
Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral.

            (e) The powers conferred on the Pledgee hereunder are solely to
protect its interest in the Pledged Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any Pledged
Collateral in its possession and the accounting for monies actually received by
it hereunder, the Pledgee shall have no duty as to any Pledged Collateral or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Pledged Collateral.

            (f) Upon the occurrence and during the continuation of any Default
or Event of Default, the Pledgee may at any time in its discretion (i) without
notice to any Pledgor, transfer or register in the name of the Pledgee or any of
its nominees any or all of the Pledged Collateral, subject only to the revocable
rights of such Pledgor under Section 7(a) hereof, and (ii) exchange certificates
or instruments constituting Pledged Collateral for certificates or instruments
of smaller or larger denominations.

      SECTION 9. NO ASSUMPTION OF LIABILITIES.

            (a) Nothing herein shall be construed to make Pledgee liable as a
member or owner of any Issuer and Pledgee by virtue of this Agreement or
otherwise shall not have any of the duties, obligations or liabilities of a
member or owner of any Issuer. The parties hereto expressly agree that this
Agreement shall not be construed as creating a partnership or joint venture
among Pledgee and Pledgors and/or Issuer.


                                       11
<PAGE>

            (b) By accepting this Agreement, Pledgee does not intend to become a
member of any Issuer or otherwise be deemed to be a co-venturer with respect to
any Pledgor or Issuer either before or after an Event of Default shall have
occurred. Pledgee shall have only those powers set forth herein and shall assume
none of the duties, obligations or liabilities of any Issuer or Pledgor or of a
member of Issuer. Pledgee shall not be obligated to perform or discharge any
obligation of any Pledgor as a result of the pledge hereby effected.

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

      SECTION 10. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred and be continuing:

            (a) The Pledgee may exercise in respect of the Pledged Collateral,
in addition to other rights and remedies provided for herein or otherwise
available to it, all of the rights and remedies of a secured party on default
under the Code then in effect in the State of New York; and without limiting the
generality of the foregoing and without notice except as specified below, sell
the Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange or broker's board or elsewhere, at such price or
prices and on such other terms as the Pledgee may deem commercially reasonable.
Each Pledgor agrees that, to the extent notice of sale shall be required by law,
at least ten (10) days' notice to such Pledgor of the time and place of any
public sale of Pledged Collateral owned by such Pledgor or the time after which
any private sale is to be made shall constitute reasonable notification. The
Pledgee shall not be obligated to make any sale of Pledged Collateral regardless
of whether or not notice of sale has been given. The Pledgee may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.

            (b) In the event that the Pledgee determines to exercise its right
to sell all or any part of the Pledged Collateral pursuant to Section 10(a)
hereof, each Pledgor will, at such Pledgor's expense and upon request by the
Pledgee: execute and deliver, and cause each issuer of such Pledged Collateral
and the directors and officers thereof to execute and deliver, all such
instruments and documents, and do or cause to be done all such other acts and
things, as may be necessary or, in the opinion of the Pledgee, advisable to sell
such Pledged Collateral in accordance with the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), as well as applicable "Blue Sky" or
other state securities laws. Each Pledgor acknowledges the difficulty of
ascertaining the amount of damages which would be suffered by the Pledgee by
reason of the failure by any Pledgor to perform any of the covenants contained
in this Section 10(b) and, consequently, agrees that, without limiting any other
rights or remedies of Pledgee, if any Pledgor fails to perform any of such
covenants, Pledgee shall be entitled to specific performance against the
Pledgors compelling performance of such covenants.


                                       12
<PAGE>

            (c) Notwithstanding the provisions of Section 10(b) hereof, each
Pledgor recognizes that the Pledgee may deem it impracticable to effect a public
sale of all or any part of the Pledged Shares or any other securities
constituting Pledged Collateral and that the Pledgee may, therefore, determine
to make one or more private sales of any such securities to a restricted group
of purchasers who will be obligated to agree, among other things, to acquire
such securities for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges that any such private
sale may be at prices and on terms less favorable to the seller than the prices
and other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sales shall be deemed to
have been made in a commercially reasonable manner and that the Pledgee shall
have no obligation to delay sale of any such securities for the period of time
necessary to permit the issuer of such securities to register such securities
for public sale under the Securities Act. Each Pledgor further acknowledges and
agrees that any offer to sell such securities which has been (i) publicly
advertised on a bona fide basis in a newspaper or other publication of general
circulation in the financial community of New York, New York (to the extent that
such an offer may be so advertised without prior registration under the
Securities Act) or (ii) made privately in the manner described above to not less
than fifteen BONA FIDE offerees shall be deemed to involve a "public
disposition" for the purposes of Section 9-610(c) of the Code (or any successor
or similar, applicable statutory provision) as then in effect in the State of
New York, notwithstanding that such sale may not constitute a "public offering"
under the Securities Act, and that the Pledgee may, in such event, bid for the
purchase of such securities.

            (d) Any cash held by the Pledgee as Pledged Collateral and all cash
proceeds received by the Pledgee in respect of any sale of, collection from, or
other realization upon, all or any part of the Pledged Collateral may, in the
discretion of the Pledgee, be held by the Pledgee as collateral for, and/or then
or at any time thereafter applied (after payment of any amounts payable to the
Pledgee pursuant to Section 11 hereof) in whole or in part by the Pledgee
against, all or any part of the Obligations in such order as the Pledgee shall
elect consistent with the provisions of the Notes. Any surplus of such cash or
cash proceeds held by the Pledgee and remaining after the date all of the
Obligations have been Paid in Full after all Commitments have been terminated
shall be paid over to the Pledgors or to such Person as may be lawfully entitled
to receive such surplus.

            (e) In the event that the proceeds of any such sale, collection or
realization are insufficient to pay all amounts to which the Pledgee or any
Noteholder is legally entitled, the Pledgors shall be liable, jointly and
severally, for the deficiency, together with interest thereon at the highest
rate specified in the Notes for interest on overdue principal thereof or such
other rate as shall be fixed by applicable law, together with the costs of
collection and the reasonable fees, costs and expenses of any attorneys employed
by the Pledgee or any Noteholder to collect such deficiency.

      SECTION 11. INDEMNITY AND EXPENSES.

            (a) The Pledgors jointly and severally agree to indemnify, defend,
protect and hold harmless the Pledgee (and all of its respective officers,
directors, employees, attorneys, consultants and agents) from and against any
and all claims, damages, losses, liabilities obligations, penalties, fees, costs
and expenses (including, without limitation, reasonable legal


                                       13
<PAGE>

fees, costs, expenses and disbursements of counsel) to the extent that they
arise out of or otherwise result from this Agreement (including, without
limitation, enforcement of this Agreement), except, as to any such indemnified
Person, claims, damages, losses, liabilities, obligations, penalties, fees,
costs and expenses resulting solely and directly from such Person's gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.

            (b) The Pledgors jointly and severally agree to pay to the Pledgee
upon demand the amount of any and all reasonable costs and expenses, including
the reasonable fees, costs, expenses and disbursements of the Pledgee's counsel
and of any experts and agents, which the Pledgee may incur in connection with
(i) the preparation, negotiation, execution, delivery, recordation,
administration, amendment, waiver or other modification or termination of this
Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of the Pledgee hereunder, or (iv)
the failure by any Pledgor to perform or observe any of the provisions hereof.

      SECTION 12. NOTICES, ETC. All notices and other communications provided
for hereunder shall be in writing and shall be mailed (by certified mail,
postage prepaid and return receipt requested), telecopied or delivered, if to
any Pledgor, to it at the address of the Borrower specified in the Notes or as
otherwise specified next to such Pledgor's signature below; if to the Pledgee,
to it at the address specified in the Notes; or as to either such Person at such
other address as shall be designated by such Person in a written notice to such
other Person complying as to delivery with the terms of this Section 12. All
such notices and other communications shall be effective (a) if mailed (by
certified mail, postage prepaid and return receipt requested), when received or
three (3) days after deposit in the mails, whichever occurs first, (b) if
telecopied, when transmitted and confirmation is received, or (c) if delivered
by overnight courier or by hand delivery upon delivery.

      SECTION 13. GOVERNING LAW; PROCESS AGENTS; CONSENT TO JURISDICTION, VENUE,
ETC.

            (a) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND
PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF
THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.

            (b) Each of the Pledgors (collectively, the "Process Agent
Entities") hereby irrevocably and unconditionally appoints Corporation Service
Company, 80 State Street, Albany, NY 12207-2543 (the "Process Agent") as its
agent to receive on behalf of such Process Agent Entity and its property service
of copies of the summons and complaint and any other process which may be served
in any such action, suit or proceeding, agrees that such service may be made by
mailing (by certified or registered mail, postage prepaid and return receipt
requested) or delivering a copy of such process to such Process Agent Entity in
care of the Process Agent at


                                       14
<PAGE>

the Process Agent's above address, irrevocably authorizes and directs the
Process Agent to accept such service on its behalf and as an alternative method
of service, irrevocably consents to the service of any and all process in any
such action, suit or proceeding by the mailing of copies of such process to such
Process Agent Entity at its address specified above, such service to become
effective ten (10) days after such mailing. The Pledgee hereby irrevocably
appoints the Secretary of State of the State of New York as its agent for
service of process in respect of any such action or proceeding and further
irrevocably consents to the service of process out of any of the aforementioned
courts and in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Secretary of State of the
State of New York, such service to become effective ten (10) days after such
mailing. Nothing herein shall affect the right of the Pledgee to service of
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Pledgor in any other jurisdiction.

            (c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK
OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR HEREBY
IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS. EACH PLEDGOR HEREBY IRREVOCABLY
APPOINTS PROCESS AGENT AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PLEDGOR AT ITS ADDRESS FOR NOTICES HEREIN AND TO THE
PROCESS AGENT, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF PLEDGEE AND THE NOTEHOLDERS TO
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.
EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT ANY PLEDGOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH PLEDGOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.

            (d) Each Pledgor irrevocably and unconditionally waives any right it
may have to claim or recover in any legal action, suit or proceeding referred to
in this Section any special, exemplary, punitive or consequential damages.


                                       15
<PAGE>

      SECTION 14. WAIVER OF JURY TRIAL, ETC EACH PLEDGOR (AND BY ITS ACCEPTANCE
OF THIS AGREEMENT, THE PLEDGEE) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER,
CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE
FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY. EACH PLEDGOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR
ATTORNEY OF PLEDGEE OR ANY NOTEHOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT PLEDGEE OR ANY NOTEHOLDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING
OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH PLEDGOR HEREBY
ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE
NOTEHOLDERS ENTERING INTO THIS AGREEMENT.

      SECTION 15. SECURITY INTEREST ABSOLUTE. All rights of the Pledgee and the
Noteholders, all Liens and all obligations of each of the Pledgors hereunder
shall be absolute and unconditional irrespective of: (i) any lack of validity or
enforceability of the Notes, any other Transaction Document or any other
agreement or instrument relating thereto, (ii) any change in the time, manner or
place of payment of, or in any other term in respect of, all or any of the
Obligations, or any other amendment or waiver of or consent to any departure
from the Notes or any other Transaction Document, (iii) any exchange or release
of (except to the extent of any such release), or non-perfection of any Lien on,
any Collateral, or any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Obligations, or (iv) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, any of the Pledgors in respect of the Obligations other than such
Obligations having been paid in full. All authorizations and agencies contained
herein with respect to any of the Pledged Collateral are irrevocable and powers
coupled with an interest.

      SECTION 16. MISCELLANEOUS.

            (a) No amendment of any provision of this Agreement shall be
effective unless it is in writing and signed by the Pledgee and the Pledgors,
and no waiver of any provision of this Agreement, and no consent to any
departure by any of the Pledgors therefrom, shall be effective unless it is in
writing and signed by the Pledgee and each Pledgor, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

            (b) No failure on the part of the Pledgee or the Noteholders to
exercise, and no delay in exercising, any right hereunder or under any
Transaction Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The rights and remedies of the
Pledgee and the Noteholders provided herein and in the Transaction Documents are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of the


                                       16
<PAGE>

Pledgee and the Noteholders under the applicable Transaction Document against
any party thereto are not conditional or contingent on any attempt by the
Pledgee or the Noteholders to exercise any of their rights under any other
document against such party or against any other Person.

            (c) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.

            (d) This Agreement shall create a continuing security interest in
and Lien on the Pledged Collateral and shall (i) remain in full force and effect
until the date the Obligations are paid in full, and (ii) be binding on each
Pledgor and, by its acceptance hereof, the Pledgee, and its permitted successors
and assigns, and shall inure, together with all rights and remedies of the
Pledgee and the Noteholders hereunder, to the benefit of Pledgee and the
Noteholders and their respective permitted successors, transferees and assigns.
Without limiting the generality of clause (ii) of the immediately preceding
sentence, the Pledgee and the Noteholders may assign or otherwise transfer their
respective rights and obligations under this Agreement and any other Transaction
Document to any other Person (to the extent permitted by the Notes), and such
other Person shall thereupon become vested with all of the benefits in respect
thereof granted to the Pledgee and the Noteholders herein or otherwise. Upon any
such assignment or transfer, all references in this Agreement to Pledgee or any
Noteholder shall mean the assignee of Pledgee or any such Noteholder. None of
the rights or obligations of any of the Pledgors hereunder may be assigned or
otherwise transferred without the prior written consent of the Pledgee, and any
such assignment or transfer without such consent shall be null and void.

            (e) On the date the Obligations have been paid in full and the Notes
and the other Transaction Documents have been terminated (i) this Agreement and
the security interest and Lien created hereby shall terminate and all rights to
the Pledged Collateral shall revert to the Pledgors, and (ii) the Pledgee will,
at the Pledgors' expense, except as otherwise required by applicable law, (A)
return to any of the Pledgors such of the Pledged Collateral as shall not have
been sold or otherwise disposed of or applied pursuant to the terms hereof and
(B) execute and deliver to the Pledgors, without recourse, representation or
warranty, such documents as the Pledgors shall reasonably request to evidence
such termination and reversion of rights.

            (f) This Agreement shall be governed by and construed in accordance
with the law of the State of New York, except as required by mandatory
provisions of law and except to the extent that the validity and perfection or
the perfection and the effect of perfection or non-perfection of the security
interest and Lien created hereby, or remedies hereunder, in respect of any
particular Pledged Collateral are governed by the law of a jurisdiction other
than the State of New York.

            (g) This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement.


                                       17
<PAGE>

            (h) All of the obligations of the Pledgors hereunder are joint and
several. The Pledgee may, in its sole and absolute discretion, enforce the
provisions hereof against any of the Pledgors and shall not be required to
proceed against all Pledgors jointly or seek payment from the Pledgors ratably.
In addition, the Pledgee may, in its sole and absolute discretion, select the
Pledged Collateral of any one or more of the Pledgors for sale or application to
the Obligations, without regard to the ownership of such Pledged Collateral, and
shall not be required to make such selection ratably from the Pledged Collateral
owned by all of the Pledgors. The release or discharge of any Pledgor by the
Pledgee shall not release or discharge any other Pledgor from the obligations of
such Person hereunder.

            (i) Reference is made to the Intercreditor and Subordination
Agreement dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement"), among
Fortress Credit Corp., as agent (the "Senior Agent") pursuant to the Senior
Credit Agreement (as defined in the Intercreditor Agreement), the parties to the
Senior Credit Agreements as lenders (the "Senior Lenders"), the Pledgee and the
Buyers. Notwithstanding anything to the contrary herein, the Lien and security
interest granted to the Pledgee, for the benefit of the Noteholders, pursuant to
this Agreement and the exercise of any right or remedy by the Pledgee and the
Noteholders hereunder are subject to the provisions of the Intercreditor
Agreement. In the event of any inconsistency or conflict between the provisions
of the Intercreditor Agreement and this Agreement, the provisions of the
Intercreditor Agreement shall control. Until the Senior Debt is Paid in Full (as
each such term is defined in the Intercreditor Agreement), with respect to any
Collateral or proceeds of insurance or other assets that are required to be
delivered to, or (with respect with electronic chattel paper, letter-of credit
rights, commodity contracts and commodity accounts) subject to the control of,
the Pledgee hereunder, a Pledgor's obligation to deliver such Collateral,
proceeds of insurance or other assets to the Pledgee, or to cause the Pledgee to
have control thereof, shall be satisfied if it is instead delivered to the
possession of the Senior Agent, or subject to the control of the Senior Agent,
subject to the terms of the Intercreditor Agreement.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       18
<PAGE>

            IN WITNESS WHEREOF, the Pledgors have caused this Agreement to be
executed and delivered by their officer thereunto duly authorized, as of the
date first above written.

                                      PLEDGORS:

                                            AEROBIC CREATIONS, INC.

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________


                                            MARITIME LOGISTICS US HOLDINGS INC.

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________


                                            TUG USA, INC., formerly known as
                                            Dolphin US Logistics Inc

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________


                                            AMR INVESTMENTS INC

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________


                                            FMI HOLDCO I, LLC

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________


                                            FMI INTERNATIONAL LLC

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________

               [Signature Page to Pledge and Security Agreement]

<PAGE>

                                            SEAMASTER LOGISTICS INC.

                                            By:_________________________________
                                               Name:  __________________________
                                               Title: __________________________

               [Signature Page to Pledge and Security Agreement]

<PAGE>

                                   SCHEDULE I

                                       TO

                          PLEDGE AND SECURITY AGREEMENT

                     PLEDGED SHARES AND MEMBERSHIP INTERESTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
PLEDGOR                    NAME OF ISSUER               NUMBER OF             CLASS           CERTIFICATE NUMBER
                                                        SHARES/UNITS
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>                   <C>             <C>

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

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

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

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

<PAGE>

                                   SCHEDULE II

                                       TO

                          PLEDGE AND SECURITY AGREEMENT

                                PREEMPTIVE RIGHTS

<PAGE>

                                    EXHIBIT A

                                       TO

                          PLEDGE AND SECURITY AGREEMENT

                                PLEDGE AMENDMENT

            This Pledge Amendment, dated _______________, is delivered pursuant
to Section 4 of the Pledge and Security Agreement referred to below. The
undersigned hereby agrees that this Pledge Amendment may be attached to the
Pledge and Security Agreement, dated __2006 (as amended or otherwise modified
from time to time, the "Pledge Agreement"), by and among the undersigned and
certain affiliates of the undersigned in favor of [_____________], as Agent, as
Pledgee, and that the shares listed on this Pledge Amendment shall be hereby
pledged and assigned to the Pledgee and become part of the Pledged Collateral
referred to in such Pledge Agreement and shall secure all of the Obligations
referred to in such Pledge Agreement.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                   PLEDGED SHARES
----------------------------------------------------------------------------------------------------------------------
                                                         NUMBER                                      CERTIFICATE
        PLEDGOR           NAME OF ISSUER               OF SHARES                 CLASS                NUMBER(S)
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>                       <C>                 <C>

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

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

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

                                                 [PLEDGOR]


                                                 By:____________________________
                                                     Name:
                                                     Title: