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                                                                    Exhibit 10.6

                                PLEDGE AGREEMENT
                                    WWT, INC.


     PLEDGE AGREEMENT, dated as of October 31, 2000, (this "Agreement") between
WWT, INC., a Delaware corporation (the "Pledgor") and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation individually and as agent (in such capacity,
"Agent") for the lenders ("Lenders") signatory to the Credit Agreement as
hereinafter defined.

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

     WHEREAS, Pledgor is the record and beneficial owner of the shares of Stock
described in SCHEDULE I hereto (the "Pledged Shares") issued by the corporation
named therein;

     WHEREAS, Pledgor is a Credit Party under the Second Amended and Restated
Credit Agreement dated as of the date hereof with, among others, Borrower, other
Credit Parties, Agent and Lenders (as amended, supplemented, restated, or
otherwise modified from time to time, the "Credit Agreement");

     WHEREAS, Pledgor has guaranteed the payment of the Obligations of the
Borrower under the Credit Agreement pursuant to a separate Store Guarantors'
Guaranty dated May 25, 1996, as amended, which Pledgor joined pursuant to a
Joinder Agreement dated of even date herewith;

     WHEREAS, in connection with the making of the Loans under the Credit
Agreement and as security for all of the Obligations (as defined in the Credit
Agreement) of Pledgor, Lenders and Agent are requiring that Pledgor shall have
executed and delivered this Agreement and granted the security interest
contemplated hereby;

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

     1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined, and the following shall
have (unless otherwise provided elsewhere in this Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

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

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

          "SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
     3 hereof.
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     2. PLEDGE. Pledgor hereby pledges to Agent, for its benefit and for the
ratable benefit of Lenders, and grants to Agent, for its benefit and the ratable
benefit of Lenders, a first priority security interest in, all of the following
(collectively, the "PLEDGED COLLATERAL"):

          (a) the Pledged Shares and the certificates representing the Pledged
     Shares, and all dividends, distributions, cash, instruments and other
     property or proceeds from time to time received, receivable or otherwise
     distributed in respect of or in exchange for any or all of the Pledged
     Shares; and

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

          (c) to the extent required by the Credit Agreement, all Stock owned by
     Pledgor of any Person who, after the date of this Agreement, becomes, as a
     result of any occurrence, a directly owned Subsidiary of Pledgor (which
     Stock shall be deemed to be part of the Pledged Shares) and the
     certificates, if any representing such Stock, and all dividends,
     distributions, cash instruments and other property or proceeds from time to
     time received, receivable or otherwise distributed in respect of or in
     exchange for any or all of such Stock.

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

     4. DELIVERY OF PLEDGED COLLATERAL. All certificates representing or
evidencing the Pledged Shares shall be delivered to and held by or on behalf of
Agent, for its benefit and the ratable benefit of Lenders, pursuant hereto and
shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to Agent. Agent shall have the
right, after acceleration of the Secured Obligations or the failure to pay the
Secured Obligations at maturity in its discretion and without notice to Pledgor,
to transfer to or to register in the name of Agent for its benefit and ratable
benefit of Lenders, or any of its nominees any or all of the Pledged Shares. In
addition, Agent shall have the right at anytime to exchange certificates or
instruments representing or evidencing Pledged Shares for certificates or
instruments of smaller or larger denominations.

     5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants to Agent
and Lenders that:


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          (a) Pledgor is, and at the time of delivery of the Pledged Shares to
     Agent pursuant to Section 4 hereof will be, the sole holder of record and
     the sole beneficial owner of such Pledged Collateral pledged by Pledgor
     free and clear of any Lien thereon or affecting the title thereto, except
     for any Lien created by this Agreement and any restrictive legend appearing
     on any certificate representing Pledged Shares.

          (b) All of the Pledged Shares have been duly authorized, validly
     issued and are fully paid and non-assessable;

          (c) Pledgor has the right and requisite authority to pledge, assign,
     transfer, deliver, deposit and set over the Pledged Collateral pledged by
     Pledgor to Agent, for its benefit and the ratable benefit of Lenders, as
     provided herein;

          (d) None of the Pledged Shares has been issued or transferred in
     violation of the securities registration, securities disclosure or similar
     laws of any jurisdiction to which such issuance or transfer may be subject;

          (e) Except as set forth in SCHEDULE I hereto, all of the Stock of each
     Subsidiary of Pledgor is presently owned by the Pledgor as set forth on
     SCHEDULE I hereto, and is presently represented by the stock certificates
     listed on SCHEDULE I hereto. As of the date hereof, there are no existing
     options, warrants, calls or commitments of any character whatsoever
     relating to the Stock of the Subsidiaries of Pledgor;

          (f) No consent, approval, authorization or other order or other action
     by, and no notice to or filing with, any Governmental Authority or any
     other Person is required (i) for the pledge by Pledgor of the Pledged
     Collateral pursuant to this Agreement or for the execution, delivery or
     performance of this Agreement by Pledgor, or (ii) for the exercise by
     Agent, for its benefit and the ratable benefit of Lenders, of the voting or
     other rights provided for in this Agreement or the remedies in respect of
     the Pledged Collateral pursuant to this Agreement, except as may be
     required in connection with such disposition by laws affecting the offering
     and sale of securities generally;

          (g) The pledge, assignment and delivery of the Pledged Collateral
     pursuant to this Agreement will create a valid first priority Lien on and a
     first priority perfected security interest in the Pledged Collateral
     pledged by Pledgor, and the proceeds thereof, securing the payment of the
     Secured Obligations, subject to no other Lien or security interest, other
     than any restrictive legend appearing on any certificate representing
     Pledged Shares;

          (h) This Agreement has been duly authorized, executed and delivered by
     Pledgor and constitutes a legal, valid and binding obligation of Pledgor
     enforceable against Pledgor in accordance with its terms; and

          (i) As of the date hereof, the Subsidiary listed on SCHEDULE I herto
     is the only direct Subsidiary of Pledgor. Except as set forth on SCHEDULE I
     hereto, the Pledged Shares constitute 100% of the issued and outstanding
     shares of the issuer thereof.


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

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

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

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

          (c) Pledgor has and will defend the title to the Pledged Collateral
     and the Liens of Agent in the Pledged Collateral against the claim of any
     Person and will maintain and preserve such Liens until the Termination
     Date; and

          (d) Pledgor will, upon obtaining ownership of any additional Stock of
     any Subsidiary or any directly owned Subsidiary which Stock is not already
     Pledged Collateral, promptly (and in any event within three (3) Business
     Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in
     substantially the form of SCHEDULE II hereto (a "PLEDGE AMENDMENT") in
     respect of any such additional Pledged Shares which are to be pledged
     pursuant to this Agreement. Pledgor hereby authorizes Agent to attach each
     Pledge Amendment to this Agreement and agrees that all Pledged Shares
     listed on any Pledge Amendment delivered to Agent shall for all purposes
     hereunder be considered Pledged Collateral.

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

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


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               (i) the dissolution or liquidation, in whole or in part, of any
          of the Pledgor's Subsidiaries ;

               (ii) the consolidation or merger of any of Pledgor's Subsidiaries
          with any other Person;

               (iii) the sale, disposition or encumbrance of all or
          substantially all of the assets of any of Pledgor's Subsidiaries;

               (iv) any change in the authorized number of shares, the stated
          capital or the authorized share capital of any of such Pledgor's
          Subsidiaries or the issuance of any additional shares of such
          Subsidiary's Stock; or

               (v) the alteration of the voting rights with respect to the Stock
          of any of such Pledgor's Subsidiaries; and

          (b) (i) Pledgor shall be entitled, from time to time, to collect and
     receive for its own use all cash dividends and interest paid in respect of
     the Pledged Shares to the extent not in violation of the Credit Agreement
     OTHER THAN any and all: (A) dividends paid or payable other than in cash in
     respect of any Pledged Collateral, and instruments and other property
     received, receivable or otherwise distributed in respect of, or in exchange
     for, any Pledged Collateral; (B) dividends and other distributions paid or
     payable in cash in respect of any Pledged Shares in connection with a
     partial or total liquidation or dissolution or in connection with a
     reduction of capital, capital surplus or paid-in capital of a Subsidiary;
     and (C) cash paid, payable or otherwise distributed, in respect of
     principal of, or in redemption of, or in exchange for, any Pledged
     Collateral; PROVIDED, HOWEVER, that until actually paid all rights to such
     distributions shall remain subject to the Lien created by this Agreement;
     and

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


     8. DEFAULTS AND REMEDIES.

          (a) Upon acceleration of the Secured Obligations or failuer to pay the
     Secured Obligation at maturity and upon written notice to Pledgor, Agent
     (personally or through an agent) is hereby authorized and empowered to
     transfer and register in its name or in the name of its nominee the whole
     or any part of the Pledged Collateral, to exchange certificates or
     instruments representing or evidencing Pledged Collateral for certificates


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     or instruments of smaller or larger denominations, to exercise the voting
     and all other rights as a holder with respect thereto, to collect and
     receive all cash dividends, and other distributions made thereon, to sell
     in one or more sales after ten (10) days' notice of the time and place of
     any public sale or of the time at which a private sale is to take place
     (which notice Pledgor agrees is commercially reasonable) the whole or any
     part of the Pledged Collateral and to otherwise act with respect to the
     Pledged Collateral as though Agent was the outright owner thereof. Any sale
     shall be made at a public or private sale at Agent's place of business, or
     at any place to be named in the notice of sale, either for cash or upon
     credit or for future delivery at such price as Agent may deem fair, and
     Agent may be the purchaser of the whole or any part of the Pledged
     Collateral so sold and hold the same thereafter in its own right free from
     any claim of Pledgor or any right of redemption. Each sale shall be made to
     the highest bidder, but Agent reserves the right to reject any and all bids
     at such sale which, in its discretion, it shall deem inadequate. Demands of
     performance, except as otherwise herein specifically provided for, notices
     of sale, advertisements and the presence of property at sale are hereby
     waived and any sale hereunder may be conducted by an auctioneer or any
     officer or agent of Agent.

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

          (c) In the event of any sales hereunder Agent shall, after deducting
     all costs or expenses of every kind (including reasonable attorneys' fees,
     and disbursements) for care, safekeeping, collection, sale, delivery or
     otherwise, apply the residue of the proceeds of the sales to the payment or
     reduction, either in whole or in part, of the Secured Obligations in
     accordance with the agreements and instruments governing and evidencing
     such Obligations, returning the surplus, if any, to Pledgor.

          (d) If at any time when Agent shall determine to exercise its right to
     sell the whole or any part of the Pledged Collateral hereunder, such
     Pledged Collateral or the part thereof to be sold shall not, for any reason
     whatsoever, be effectively registered under the Securities Act of 1933, as
     amended (the "Act"), Agent may, in its discretion (subject only to
     applicable requirements of law), sell such Pledged Collateral or part
     thereof by private sale in such manner and under such circumstances as
     Agent may deem necessary or advisable, but subject to the other
     requirements of this SECTION 8, and shall not be required to effect such
     registration or to cause the same to be effected. Without limiting the
     generality of the foregoing, in any such event Agent in its discretion (x)
     may, in accordance with applicable securities laws, proceed to make such
     private sale notwithstanding that a registration statement for the purpose
     of registering such Pledged


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     Collateral or part thereof could be or shall have been filed under said Act
     (or similar statute), (y) may approach and negotiate with a single possible
     purchaser to effect such sale, and (z) may restrict such sale to a
     purchaser who will represent and agree that such purchaser is purchasing
     for its own account, for investment and not with a view to the distribution
     or sale of such Pledged Collateral or part thereof. In addition to a
     private sale as provided above in this SECTION 8, if any of the Pledged
     Collateral shall not be freely distributable to the public without
     registration under the Act (or similar statute) at the time of any proposed
     sale pursuant to this SECTION 8 then Agent shall not be required to effect
     such registration or cause the same to be effected but, in its discretion
     (subject only to applicable requirements of law), may require that any sale
     hereunder (including a sale at auction) be conducted subject to
     restrictions (i) as to the financial sophistication and ability of any
     Person permitted to bid or purchase at any such sale, (ii) as to the
     content of legends to be placed upon any certificates representing the
     Pledged Collateral sold in such sale, including restrictions on future
     transfer thereof, (iii) as to the representations required to be made by
     each Person bidding or purchasing at such sale relating to that Person's
     access to financial information about Pledgor and such Person's intentions
     as to the holding of the Pledged Collateral so sold for investment, for its
     own account, and not with a view to the distribution thereof, and (iv) as
     to such other matters as Agent may, in its discretion, deem necessary or
     appropriate in order that such sale (notwithstanding any failure so to
     register) may be effected in compliance with the Act and other laws
     affecting the enforcement of creditors' rights and the Act and all
     applicable state securities laws.

          (e) Pledgor acknowledges that any private sale may result in prices
     and other terms less favorable to the seller than if such sale were a
     public sale and, notwithstanding such circumstances, agrees that any such
     private sale shall be deemed to have been made in a commercially reasonable
     manner. Agent shall be under no obligation to delay a sale of any of the
     Pledged Collateral for the period of time necessary to permit the
     registrant to register such securities for public sale under the Act, or
     under applicable state securities laws, even if Pledgor would agree to do
     so.

          (f) Pledgor agrees that following the occurrence and during the
     continuance of an Event of Default it will not at any time plead, claim or
     take the benefit of any appraisal, valuation, stay, extension, moratorium
     or redemption law now or hereafter in force in order to prevent or delay
     the enforcement of this Agreement, or the absolute sale of the whole or any
     part of the Pledged Collateral or the possession thereof by any purchaser
     at any sale hereunder, and Pledgor waives the benefit of all such laws to
     the extent it lawfully may do so. Pledgor agrees that it will not interfere
     with any right, power and remedy of Agent provided for in this Agreement or
     now or hereafter existing at law or in equity or by statute or otherwise,
     or the exercise or beginning of the exercise by Agent of any one or more of
     such rights, powers or remedies.

          (g) Pledgor further agrees that a breach of any of the covenants
     contained in this SECTION 8 will cause irreparable injury to Agent and
     Lenders, that Agent has no adequate remedy at law in respect of such breach
     and, as a consequence, agrees that each and every covenant contained in
     this SECTION 8 shall be specifically enforceable against Pledgor, and
     Pledgor hereby waives and agrees not to assert any defenses against an
     action for specific performance of such covenants except for a defense that
     the Secured


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     Obligations are not then due and payable in accordance with the agreements
     and instruments governing and evidencing such obligations. Pledgor further
     acknowledges the impossibility of ascertaining the amount of damages which
     would be suffered by Agent by reason of a breach of any of such covenants
     and, consequently, agrees that, if Agent shall sue for damages for breach,
     it shall pay, as liquidated damages and not as a penalty, an amount equal
     to the lesser of (i) the value of the Pledged Collateral pledged by Pledgor
     on the date Agent shall demand compliance with this SECTION 8, and (ii) the
     amount required to pay in full the Secured Obligations.

     9. APPLICATION OF PROCEEDS. Any cash held by Agent as Pledged Collateral
and all cash proceeds received by Agent in respect of any sale of, or other
realization upon all or any part of the Pledged Collateral shall be applied by
agent in accordance with the Credit Agreement.

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

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

     12. TERMINATION. On the Termination Date, and immediately following the
indefeasible payment in full of all Obligations and termination of the
commitments under the Credit Agreement, Agent shall deliver to Pledgor the
Pledged Collateral pledged by Pledgor at the time subject to this Agreement and
all instruments of assignment executed in connection therewith, free and clear
of the Liens hereof and, except as otherwise provided herein, all of Pledgor's
obligations hereunder shall at such time terminate.

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

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

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

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


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

     14. RELEASE. Pledgor consents and agrees that Agent and Lenders may at any
time, or from time to time, in their discretion:

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

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

     15. INDEMNIFICATION. Pledgor agrees to indemnify and hold Agent and Lenders
harmless from and against any taxes, liabilities, claims and damages, including
reasonable attorneys fees and disbursements, and other expenses incurred or
arising by reason of the taking or the failure to take action by Agent, in good
faith, in respect of any transaction effected under this Agreement or in
connection with the Lien provided for herein, including, without limitation, any
taxes payable in connection with the delivery or registration of any of the
Pledged Collateral as provided herein. Whether or not the transactions
contemplated by this Agreement shall be consummated, Pledgor agrees to pay to
Agent all out-of-pocket costs and expenses incurred in connection with this
Agreement and all reasonable fees, expenses and disbursements, and the
reasonable fees of Agent's agents or representatives, incurred in connection
with the execution and delivery of this Agreement and the performance by Agent
of the provisions of this Agreement and of any transactions effected in
connection with this Agreement. The obligations of Pledgor under this SECTION 15
shall survive the termination of this Agreement.

     16. REINSTATEMENT. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against Pledgor or
any Subsidiary for liquidation or reorganization, should Pledgor or any
Subsidiary become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of
Pledgor's or a Subsidiary's assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Secured Obligations, whether as a "voidable


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preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

     17. MISCELLANEOUS.

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

          (b) Pledgor agrees to promptly reimburse Agent for actual
     out-of-pocket expenses, including, without limitation, reasonable counsel
     fees, incurred by Agent in connection with the administration and
     enforcement of this Agreement.

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

          (d) This Agreement and all obligations of Pledgor hereunder shall be
     binding upon the successors and assigns of Pledgor and shall, together with
     the rights and remedies of Agent, for the benefit of Agent and Lenders,
     hereunder, inure to the benefit of Agent and Lenders, all future holders of
     any instrument evidencing any of the Obligations and their respective
     successors and assigns. No sales of participations, other sales,
     assignments, transfers or other dispositions of any agreement governing or
     instrument evidencing the Obligations or any portion thereof or interest
     herein shall in any manner affect the security interest granted to Agent,
     for the benefit of Agent and Lenders, hereunder.

          (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN
     DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
     AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL
     BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
     THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS), AND
     ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. PLEDGOR HEREBY
     CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN COOK
     COUNTY, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO
     HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG PLEDGOR, AGENT AND LENDERS
     PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
     MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF THE
     OTHER LOAN DOCUMENTS, PROVIDED AGENT, LENDERS AND PLEDGOR ACKNOWLEDGE THAT
     ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT


                                       10
<PAGE>

     LOCATED OUTSIDE OF COOK COUNTY, CITY OF CHICAGO, ILLINOIS; PROVIDED,
     FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
     PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
     JURISDICTION TO REALIZE ON THE PLEDGED COLLATERAL OR ANY OTHER SECURITY FOR
     THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
     AGENT. PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
     JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND PLEDGOR
     HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
     JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO
     THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
     SUCH COURT. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
     COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
     THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
     REGISTERED OR CERTIFIED MAIL ADDRESSED TO PLEDGOR AT THE ADDRESS SET FORTH
     ON SCHEDULE J TO THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE
     DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3)
     DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

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

          (g) NO WAIVER CUMULATIVE REMEDIES. Neither Agent nor any Lender shall
     by any act, delay, omission or otherwise be deemed to have waived any of
     its rights or remedies hereunder, and no waiver shall be valid unless in
     writing, signed by Agent and then only to the extent therein set forth. A
     waiver by Agent, for itself and the ratable benefit of Lenders, of any
     right or remedy hereunder on any one occasion shall not be construed as a
     bar to any right or remedy which Agent would otherwise have had on any
     future occasion. No failure to exercise nor any delay in exercising on the
     part of Agent or any Lender, any right, power or privilege hereunder, shall
     operate as a waiver


                                       11
<PAGE>

     thereof nor shall any single or partial exercise of any right, power or
     privilege hereunder preclude any other or future exercise thereof or the
     exercise of any other right, power or privilege. The rights and remedies
     hereunder provided are cumulative and may be exercised singly or
     concurrently, and are not exclusive of any rights and remedies provided by
     law. None of the terms or provisions of this Agreement may be waived,
     altered, modified or amended except by an instrument in writing, duly
     executed by Agent and Pledgor.

     18. SEVERABILITY. If for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or effect those portions of this
Agreement which are valid.

     19. NOTICES. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or serve upon any of the parties by any
other party, or whenever any of the parties desires to give and serve upon any
other party any communication with respect to this Agreement, each such notice,
demand, request, consent, approval, declaration or other communication shall be
in writing and shall be given in the manner, and deemed received, as provided
for in SECTION 11.10 of the Credit Agreement.

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

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


                                       12
<PAGE>

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


                                       WWT, INC.
                                       as Pledgor

                                       By: /s/ DANIEL R. THORSON
                                           -------------------------------------
                                       Name: DANIEL R. THORSON
                                             -----------------------------------
                                       Title: TREASURER
                                              ----------------------------------


                                       GENERAL ELECTRIC CAPITAL CORPORATION
                                       as Agent


                                       By: /s/ GEOFFREY K. HALL
                                           -------------------------------------
                                       Name: GEOFFREY K. HALL
                                             -----------------------------------
                                       Its Duly Authorized Signatory



                                       13
<PAGE>

                                   SCHEDULE I


                          DESCRIPTION OF PLEDGED SHARES
                          -----------------------------

     Attached to and forming a part of that certain Pledge Agreement by WWT,
Inc., as Pledgor, to General Electric Capital Corporation, individually and as
Agent for Lenders.


<TABLE>
<CAPTION>
-------------------------- -------------------- -------------- -------------------- ------------- --------------------
                                                                                       NUMBER
   NAME AND ADDRESS OF                            CLASS OF      STOCK CERTIFICATES       OF         MINORITY SHARES
         PLEDGOR              STOCK ISSUER          STOCK           NUMBER(S)          SHARES         OUTSTANDING
-------------------------- -------------------- -------------- -------------------- ------------- --------------------
<S>                        <C>                  <C>            <C>                  <C>           <C>
WWT, Inc.                  El Portal Group,        Common               3               100                0
                           Inc.
-------------------------- -------------------- -------------- -------------------- ------------- --------------------
</TABLE>


                                       14
<PAGE>

                                   SCHEDULE II


                                PLEDGE AMENDMENT



     This Pledge Amendment, dated ___________, ____ is delivered pursuant to
SECTION 6(D) of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to that certain Pledge
Agreement, dated October 31, 2000 by the undersigned, as Pledgor, to General
Electric Capital Corporation, individually and as Agent for the Lenders, and
that the Pledged Shares listed on this Pledge Amendment shall be and become a
part of the Pledged Collateral referred to in said Pledge Agreement and shall
secure all Secured Obligations referred to in said Pledge Agreement.


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

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

<TABLE>
<CAPTION>

           NAME AND                                        CLASS               CERTIFICATE              NUMBER
      ADDRESS OF PLEDGOR              ISSUER              OF STOCK              NUMBER(S)             OF SHARES
      ------------------              ------              --------              ---------             ---------
<S>                                   <C>                 <C>                   <C>                   <C>
WWT, Inc.

</TABLE>


                                       15