Exhibit 10.8.33


                        CASH COLLATERAL PLEDGE AGREEMENT



                                      among



                                   CDOC, INC.,



                              JPMORGAN CHASE BANK,
                               as Collateral Agent



                                       and



                              JPMORGAN CHASE BANK,
                               as Depositary Bank



                           Dated as of March 20, 2002



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                                Table of Contents
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SECTION 1.            DEFINED TERMS..............................................................................1

         1.1      Definitions....................................................................................1

         1.2      Other Definitional Provisions..................................................................3

SECTION 2.            ESTABLISHMENT OF CASH COLLATERAL ACCOUNT;..................................................3

DEFINITION OF "COLLATERAL".......................................................................................3

         2.1      Cash Collateral Account........................................................................3

         2.2      Definition of Collateral.......................................................................3

         2.3      The Account....................................................................................4

SECTION 3.            GRANT OF SECURITY INTEREST BY GRANTOR......................................................4

         3.1      Grant..........................................................................................4

         3.2      Intercreditor Relationship Regarding Collateral................................................4

         3.3      Continuing Security Interest...................................................................4

SECTION 4.            WITHDRAWALS BY  GRANTOR....................................................................4

SECTION 5.            INVESTMENTS................................................................................4

         5.1      Investments; Losses............................................................................4

         5.2      No Obligation to Make or Track Investments Based on Collateral Allocation......................5

SECTION 6.            COMPENSATION/EXPENSES/INDEMNITY............................................................5

         6.1      Compensation/Expenses..........................................................................5

         6.2      Indemnity......................................................................................5

         6.3      Survival.......................................................................................5

SECTION 7.            REMEDIAL PROVISIONS........................................................................5

SECTION 8.            REPRESENTATIONS AND WARRANTIES OF GRANTOR..................................................6

         8.1      Title; No Other Liens..........................................................................6

         8.2      Perfected First Priority Liens.................................................................6

SECTION 9.            COVENANTS..................................................................................6

         9.1      Maintenance of Perfected Security Interest; Further Documentation..............................6

SECTION 10.           AUTHORITY OF COLLATERAL AGENT..............................................................7

         10.1     General Authority of the Collateral Agent......................................................7

         10.2     Execution of Financing Statements..............................................................7

         10.3     Further Assurances.............................................................................7
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                               TABLE OF CONTENTS
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         10.4     Exculpatory Provisions.........................................................................8

         10.5     Delegation of Duties...........................................................................8

         10.6     Reliance by Collateral Agent...................................................................8

         10.7     Moneys to be Held in Trust.....................................................................9

         10.8     Resignation and Removal of the Collateral Agent................................................9

         10.9     Status of Successor Collateral Agent..........................................................10

         10.10    Merger of the Collateral Agent................................................................10

SECTION 11.           ABSOLUTE OBLIGATIONS......................................................................10

         11.1     Absolute, etc.................................................................................11

         11.2     Reinstatement, etc............................................................................11

         11.3     Waiver, etc...................................................................................12

         11.4     Waiver of Subrogation; Subordination..........................................................12

SECTION 12.           MISCELLANEOUS.............................................................................12

         12.1     Amendments....................................................................................12

         12.2     Notices.......................................................................................12

         12.3     No Waiver by Course of Conduct; Cumulative Remedies...........................................12

         12.4     Successors and Assigns........................................................................13

         12.5     Counterparts..................................................................................13

         12.6     Severability..................................................................................13

         12.7     Section Headings..............................................................................13

         12.8     Integration...................................................................................13

         12.9     Depository Bank's Location....................................................................13

         12.10    GOVERNING LAW.................................................................................13

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Schedule I - Notice Addresses

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                        CASH COLLATERAL PLEDGE AGREEMENT

        CASH COLLATERAL PLEDGE AGREEMENT, dated as of March__, 2002, among CDOC,
INC., a Delaware corporation (the "Grantor"), JP MORGAN CHASE BANK, ("Chase"),
as Collateral Agent (in such capacity, the "Collateral Agent") for the Secured
Parties (as defined below) and JP MORGAN CHASE BANK, as Depositary Bank (in such
capacity, the "Depositary Bank").

                              W I T N E S S E T H:

        WHEREAS, pursuant to that certain Credit Agreement, dated as of November
22, 2000, (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among certain borrowers (the "Borrowers"), the other
financial institutions parties thereto (the "Banks"), and JP Morgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Administrative Agent (in such
capacity, the "Administrative Agent"), the Administrative Agent and the Banks
made loans to the Borrowers to refinance loans under that certain Termination
and Replacement Agreement, dated as of May 30, 2000;

        WHEREAS, the obligations of the Borrowers under the Credit Agreement and
the Loan Documents, as defined therein, are guaranteed by Conseco, Inc. (the
"Guarantor") pursuant to a Guaranty dated November 22, 2000 (the "Guaranty");

        WHEREAS, the Guarantor has agreed pursuant to a Consent and Agreement
dated March 20, 2002 to deliver this Agreement to the Guarantor;

        WHEREAS, the Grantor has derived substantial direct and indirect
benefits from the Credit Agreement;

        NOW, THEREFORE, in consideration of the premises and to induce the Banks
to enter into the Amendment, the Grantor, the Collateral Agent and the
Depositary Bank hereby agree as follows:

        SECTION 1. DEFINED TERMS

               1.1 Definitions. (a) Unless otherwise defined herein, terms
        defined in the Credit Agreement and used herein shall have the meanings
        given to them in the Credit Agreement.

               (a) The following terms shall have the following meanings:

               "Account Agreement" shall have the meaning set forth in Section
        2.1.

               "Administrative Agent" shall have the meaning set forth in the
        first Recital.

               "Agreement" shall mean this Cash Collateral Pledge Agreement, as
        the same may be amended, supplemented or otherwise modified from time to
        time.

               "Banks" shall have the meaning set forth in the first recital.

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               "Borrowers" shall have the meaning set forth in the first
        Recital.

               "Cash Collateral Account" shall have the meaning set forth in
        Section 2.1 hereof.

               "Cash Equivalents": (i) marketable direct obligations issued by,
        or unconditionally guaranteed by, the United States Government or issued
        by any agency thereof and backed by the full faith and credit of the
        United States, in each case maturing within one year from the date of
        acquisition; (ii) commercial paper of a bank or other financial
        institution rated at least AA- by Standard & Poor's Ratings Services
        ("S&P") or P-1 by Moody's Investors Service, Inc. ("Moody's"), or
        carrying an equivalent rating by a nationally recognized rating agency,
        if both of the two named rating agencies cease publishing ratings of
        commercial paper issuers generally, and maturing within six months from
        the date of acquisition; and (iii) securities with maturities of one
        year or less from the date of acquisition issued by a foreign or
        domestic bank or other financial institution and rated at least AA- by
        S&P or P-1 by Moody's.

               "Chase" shall have the meaning as set forth in the preamble.

               "Collateral" shall have the meaning as set forth in Section 2.2.

               "Collateral Agent" shall have the meaning set forth in the
        Preamble.

               "Collateral Agent Fees" shall have the meaning set forth in
        Section 6.1.

               "Credit Agreement" shall have the meaning set forth in the first
        Recital.

               "Depositary Bank" shall have the meaning set forth in the
        Preamble.

               "Grantor" shall have the meaning set forth in the preamble.

               "Guarantor" shall have the meaning set forth in the second
        Recital.

               "Guaranty" shall have the meaning set forth in the second
        Recital.

               "Loans" shall have the meaning specified in the Credit Agreement.

               "Obligations" shall mean all obligations and liabilities of
        whatever nature or type of Conseco that may arise under or in connection
        with the Guaranty, or any other agreement to which Conseco is a party
        relating in any manner to the Loans, in each case whether on account of
        guarantee obligations, fees, indemnities, costs, expenses or otherwise
        (including, without limitation, all reasonable fees and disbursements of
        counsel to the Collateral Agent, the Administrative Agent that are
        required to be paid pursuant to the terms of this Agreement or any other
        agreement).

               "Proceeds" shall mean all "proceeds" as such term is defined in
        Section 9-306(1) of the UCC and, in any event, shall include, without
        limitation, all dividends or other income from the Investment Property,
        collections thereon or distributions or payments with respect thereto.

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               "Securities Act" shall mean the Securities Act of 1933, as
        amended.

               "Secured Obligations" shall mean the collective reference to (a)
        the Obligations, and (b) the Collateral Agent Fees.

               "Secured Parties": the collective reference to (a) the
        Administrative Agent, (b) the Banks and (c) the Collateral Agent.

               "Subrogation Rights" shall have the meaning set forth in Section
        11.4.

               "UCC" shall mean the Uniform Commercial Code as from time to time
        in effect in the State of New York.

               1.2 Other Definitional Provisions. (a) The words "hereof,"
        "herein", "hereto" and "hereunder" and words of similar import when used
        in this Agreement shall refer to this Agreement as a whole and not to
        any particular provision of this Agreement, and Section and Schedule
        references are to this Agreement unless otherwise specified.

               (b) The meanings given to terms defined herein shall be equally
        applicable to both the singular and plural forms of such terms.

               (c) Where the context requires, terms relating to the Collateral
        or any part thereof, when used in relation to a Grantor, shall refer to
        such Grantor's Collateral or the relevant part thereof.

        SECTION 2. ESTABLISHMENT OF CASH COLLATERAL ACCOUNT;

                           DEFINITION OF "COLLATERAL"

               2.1 Cash Collateral Account. The Grantor has agreed to enter into
        an account agreement (the "Account Agreement") with the Depositary Bank
        and Grantor may in the future deposit cash collateral in immediately
        available funds into an investment account maintained by Chase pursuant
        to the Account Agreement (hereinafter the "Cash Collateral Account") in
        the name of the Collateral Agent. The Cash Collateral Account shall be
        subject to the exclusive dominion and control of the Collateral Agent.
        The Grantor, the Depository Bank and the Collateral Agent agree that the
        Cash Collateral Account is a securities account under Article 8 of the
        UCC and all assets held in the account shall be treated as financial
        assets under Article 8 of the UCC. Depositary Bank agrees that it shall
        at all times be a "securities intermediary" within the meaning of
        Section 8-102 of the UCC.

               2.2 Definition of Collateral. The "Collateral" shall be all
        funds, items, instruments, investments, securities, and other things of
        value at any time deposited with or held by (whether for collection,
        provisionally or otherwise), the Depositary Bank (solely in its capacity
        as Depositary Bank), the Collateral Agent (solely in its capacity as
        Collateral Agent), or any agent, bailee or custodian therefor, in each
        case, for deposit in the Cash Collateral Account, all Cash Equivalents
        referred to in Section 5 hereof, and all Proceeds of any and all of the

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        foregoing, including, without limitation, any of the foregoing from time
        to time paid to, deposited in, credited to or held in the Cash
        Collateral Account.

               2.3 The Account. The parties hereby agree and represent that (a)
        the Cash Collateral Account will be established in the name of
        Collateral Agent as recited above, (b) the Cash Collateral Account does
        not hold any financial assets which are registered in the name of
        Grantor, payable to its order or specially endorsed to it, which have
        not been endorsed to the Collateral Agent or in blank, (c) the security
        entitlements arising out of the financial assets carried in the Cash
        Collateral Account and any free credit balance are valid and legally
        binding obligations of the Depository Bank, and (d) except for the
        claims and interests of Grantor and the Collateral Agent in the Cash
        Collateral Account, the Collateral Agent does not know of any claim to
        or interest in the Cash Collateral Account or in any financial asset
        carried therein.

        SECTION 3. GRANT OF SECURITY INTEREST BY GRANTOR

               3.1 Grant. Grantor hereby assigns and transfers to the Collateral
        Agent, and hereby grants to the Collateral Agent, for the benefit of the
        Secured Parties, a security interest in, the Collateral and in the Cash
        Collateral Account, as collateral security for the Secured Obligations,
        including for the prompt and complete payment and performance when due
        (whether at the stated maturity, by acceleration or otherwise, but in
        all instances subject to the provisions of the Credit Agreement) of the
        Secured Obligations.

               3.2 Intercreditor Relationship Regarding Collateral. The
        Collateral shall be held for the ratable benefit of the Secured Parties.

               3.3 Continuing Security Interest. This Pledge Agreement shall
        create a continuing security interest in the Collateral and shall: (a)
        remain in full force and effect until the payment in full of all Secured
        Obligations, (b) be binding upon Grantor and its successors,
        transferees, and assigns, and (c) inure, together with the rights and
        benefits of the Collateral Agent hereunder, to the benefit of each of
        the Secured Parties.

        SECTION 4. WITHDRAWALS BY GRANTOR

        Pending payment in full of the Secured Obligations, the Grantor shall
not have any right to withdraw or otherwise have access to any Cash Collateral
deposited in the Collateral Account except to the extent that the Grantor
delivers to the Collateral Agent a certificate in a form reasonably satisfactory
to the Collateral Agent: (i) stating the amount of the withdrawal, and (ii)
authorizing the application of such Cash Collateral to the Loans or the Guaranty
as specifically described in said certificate.

        SECTION 5. INVESTMENTS

               5.1 Investments; Losses. The Cash Collateral Account shall be
        invested pursuant to the Account Agreement, but only in investments of
        Cash Equivalents in which the Collateral Agent has a perfected security
        interest as Grantor may from time to time direct. All investments shall
        be made in the name of the Collateral Agent. All income from such

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        investments shall be retained in the Cash Collateral Account, and be
        maintained and applied in the same manner as other balances. All such
        investments shall be at risk of Grantor and the Collateral Agent shall
        not be liable to any person or entity with respect to any loss with
        respect to such investments in the absence of its gross negligence or
        willful misconduct. All income from investments in the Cash Collateral
        Account shall be taxable to Grantor, and the Collateral Agent shall
        prepare and distribute to Grantor, as required, Form 1099 or other
        appropriate federal and state income tax forms with respect to such
        income. Grantor shall pay when due all such taxes on such income.

               5.2 No Obligation to Make or Track Investments Based on
        Collateral Allocation. Consistent with the foregoing, the Collateral
        Agent shall have no obligation to make, track, or otherwise account for
        investment gains or losses with respect to the Collateral based upon the
        intercreditor relationship and agreement set forth in Section 3.2
        hereof.

        SECTION 6. COMPENSATION/EXPENSES/INDEMNITY

               6.1 Compensation/Expenses. The Grantor hereby agrees to pay to
        the Depositary Bank's and the Collateral Agent's usual and customary
        fees, charges and all other related expenses with regard to the Cash
        Collateral Account and all services performed in connection therewith,
        and, in addition, the Grantor agrees to pay on demand all reasonable
        costs and expenses (including without limitation reasonable legal fees
        and expenses) incurred in connection with the administration, work-out
        or enforcement of this Agreement or any Collateral (collectively,
        "Collateral Agent's Fees").

               6.2 Indemnity. (a) The Grantor agrees to pay, and to save the
        Collateral Agent and the other Secured Parties harmless from, any and
        all liabilities with respect to, or resulting from any delay in paying,
        any and all stamp, excise, sales or other taxes which may be payable or
        determined to be payable with respect to any of the Collateral or in
        connection with any of the transactions contemplated by this Agreement.

               (b) The Grantor agrees to pay, and to save the Collateral Agent
        and the other Secured Parties harmless from, any and all liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits,
        costs, expenses or disbursements of any kind or nature whatsoever with
        respect to the execution, delivery, enforcement, performance and
        administration of this Agreement except with respect to the gross
        negligence or wilful misconduct of the Collateral Agent or any such
        Secured Party.

               6.3 Survival. The obligations of the Grantor under this Section 6
        shall survive termination of this Agreement.

        SECTION 7. REMEDIAL PROVISIONS

        If any Event of Default shall have occurred and is continuing, the
Collateral Agent may, and upon instruction of the Administrative Agent shall,
from time to time (i) if the Collateral Agent concludes in its sole and absolute
discretion that such action is warranted, apply any of the moneys in the Cash
Collateral Account to the payment of due and unpaid Collateral Agent Fees, (ii)
distribute any part or all of the remaining Cash Collateral to the Agent for

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application against the Secured Obligations, and (iii) after payment in full,
including interest and expenses, of the Secured Obligations, distribution of any
surplus to the Grantor. In addition to the foregoing, the Collateral Agent shall
have and expressly reserves the ability to exercise any and all rights and
remedies of a secured party under the UCC and other applicable law upon the
occurrence of an Event of Default. In connection with the foregoing, the
Collateral Agent may liquidate any investment included in the Collateral prior
to the maturity thereof and shall not be liable for any losses incurred in
connection with such liquidation.

        SECTION 8. REPRESENTATIONS AND WARRANTIES OF GRANTOR

        Grantor hereby represents and warrants to the Collateral Agent that:

               8.1 Title; No Other Liens. Except for the security interest
        granted to the Collateral Agent for the ratable benefit of the Secured
        Parties pursuant to this Agreement, the Grantor owns each item of the
        Cash Collateral free and clear of any and all liens or claims of others.
        No financing statement or other public notice with respect to all or any
        part of the Cash Collateral is on file or of record in any public
        office, except as may have been filed in favor of the Collateral Agent,
        for the benefit of the Secured Parties, pursuant to this Agreement.

               8.2 Perfected First Priority Liens. The security interests
        granted pursuant to this Agreement (a) upon deposit of any Collateral in
        the Cash Collateral Account, will constitute valid perfected security
        interests in all of the Collateral (subject to applicable bankruptcy and
        insolvency laws) in favor of the Collateral Agent, for the benefit of
        the Secured Parties, as Collateral security for the Secured Obligations,
        enforceable in accordance with the terms hereof against all creditors of
        the Grantor and any Persons purporting to purchase any Collateral from
        the Grantor and (b) are prior to all other Liens on the Collateral in
        existence on the date hereof.

        SECTION 9. COVENANTS

        The Grantor covenants and agrees with the Collateral Agent that, from
and after the date of this Agreement until the Secured Obligations shall have
been paid in full:

        9.1 Maintenance of Perfected Security Interest; Further Documentation.

               (a) The Grantor shall maintain the security interest created by
        this Agreement as a perfected security interest having the priority
        described in Section 8.2 and shall defend such security interest against
        the claims and demands of all Persons whomsoever.

               (b) At any time and from time to time, upon the written request
        of the Collateral Agent, and at the sole expense of the Grantor, the
        Grantor will promptly and duly execute and deliver, and have recorded,
        such further instrument and documents and take such further actions as
        the Collateral Agent may reasonably request for the purpose of obtaining
        or preserving the full benefits of this Agreement and of the rights and
        powers herein granted, including, without limitation, filing and
        financing or continuation statements under the UCC (or other similar
        laws) in effect in any jurisdiction with respect to the security
        interests created.

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        SECTION 10. AUTHORITY OF COLLATERAL AGENT

               10.1 General Authority of the Collateral Agent. (a) The Grantor
        herein irrevocably constitutes and appoints the Collateral Agent and any
        officer or agent thereof, with full power of substitution, during the
        continuance of an Event of Default, as its true and lawful
        attorney-in-fact with full power and authority in its or his own name,
        from time to time in the Collateral Agent's discretion to take any and
        all appropriate action and to execute any and all documents and
        instruments which may be necessary or desirable to carry out the terms
        of this Agreement and accomplish the purposes hereof and thereof. All
        powers, authorizations and agencies contained in this Agreement are
        coupled with an interest and are irrevocable until this Agreement is
        terminated and the security interests created hereby are released.

               (b) By acceptance of the benefits of this Agreement each Secured
        Party shall be deemed irrevocably (i) to consent to the appointment of
        the Collateral Agent as its agent hereunder, (ii) to confirm that the
        Collateral Agent shall have the authority to act as the exclusive agent
        of such Secured Party for enforcement of any provisions of this
        Agreement against any Grantor or the exercise of remedies hereunder or
        thereunder, (iii) to agree that such Secured Party shall not take any
        action to enforce any provisions of this Agreement against the Grantor
        or to exercise any remedy hereunder or thereunder and (iv) to agree to
        be bound by the terms of this Agreement.

               (c) Other than as provided to the contrary herein, the Collateral
        Agent will follow any written instructions provided by the Agent,
        although if it should reasonably conclude that any requested action
        would subject it to unacceptable risk of liability it may request a
        sufficient indemnity from the Banks before being required to proceed
        with such instructions.

               10.2 Execution of Financing Statements. Pursuant to the UCC and
        any other applicable law, the Grantor authorizes the Collateral Agent to
        file or record financing statements and other filings or recording
        documents or instruments with respect to the Collateral in such form and
        in such offices as the Collateral Agent determines appropriate to
        perfect the security interests of the Collateral Agent under this
        Agreement. A photographic or other reproduction of this Agreement shall
        be sufficient as a financing statement or other filing or recording
        document or instrument for filing or recording in any jurisdiction.

               10.3 Further Assurances. At any time and from time to time, upon
        the written request of the Administrative Agent or the Collateral Agent,
        and at the expense of Conseco, the Grantor will promptly execute and
        deliver any and all such further instruments and documents and take such
        further action as is necessary or reasonably requested further to
        perfect, or to protect the perfection of, the liens and security
        interests granted hereunder including, without limitation, the filing of
        any financing or continuation statements under the UCC in effect in any
        jurisdiction. In addition to the foregoing, at any time and from time to
        time, upon the written request of the Collateral Agent, and at the

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        expense of the Grantor, the Grantor will promptly execute and deliver
        any and all such further instruments and documents and take such further
        action as the Collateral Agent determines is necessary or reasonably
        requested to obtain the full benefits of this Agreement and of the
        rights and powers herein. Notwithstanding the foregoing, in no event
        shall the Collateral Agent have any obligation to monitor the perfection
        or continuation of perfection or the sufficiency or validity of any
        security interest in or related to the Collateral.

               10.4 Exculpatory Provisions. (a) The Collateral Agent shall not
        be responsible in any manner whatsoever for the correctness of any
        recitals, statements, representations or warranties herein, all of which
        are made solely by the Grantor. The Collateral Agent makes no
        representations as to the value or condition of the Collateral or any
        part thereof, or as to the title of the Grantor thereto or as to the
        security afforded by this Agreement or as to the validity, execution
        (except its execution), enforceability, legality or sufficiency of this
        Agreement, or the Secured Obligations, and the Collateral Agent shall
        incur no liability or responsibility in respect of any such matters.

               (b) The Collateral Agent shall not be required to ascertain or
        inquire as to the performance by the Grantor of any of the covenants or
        agreements contained herein.

               (c) The Collateral Agent shall have the same rights with respect
        to any Secured Obligation held by it as any other Secured Party and may
        exercise such rights as though it were not the Collateral Agent
        hereunder, and may accept deposits from, lend money to, and generally
        engage in any kind of banking or trust business with, the Grantor or
        Conseco or any of Conseco's other affiliates as if it were not the
        Collateral Agent.

               (d) The Collateral Agent shall not be liable for any action taken
        or omitted to be taken in accordance with the Agreement except for its
        own gross negligence or willful misconduct.

               10.5 Delegation of Duties. The Collateral Agent may execute any
        of the powers hereof and perform any duty hereunder either directly or
        by or through agents or attorneys-in-fact. The Collateral Agent shall be
        entitled to advice of counsel concerning all matters pertaining to such
        powers and duties. The Collateral Agent shall not be responsible for the
        negligence or misconduct of any agents or attorneys-in-fact selected by
        it without gross negligence or willful misconduct.

               10.6 Reliance by Collateral Agent. (a) Whenever in the
        administration of this Agreement the Collateral Agent shall deem it
        necessary or desirable that a factual matter be proved or established in
        connection with the Collateral Agent taking, suffering or omitting any
        action hereunder or thereunder, such matter (unless other evidence in
        respect thereof is herein specifically prescribed) may be deemed to be
        conclusively proved or established by a certificate of a Responsible
        Officer of the Grantor delivered to the Collateral Agent, and such
        certificate shall be full warrant to the Collateral Agent for any action
        taken, suffered or omitted in reliance thereon, subject, however, to the
        provisions of Section 10.4(d).

               (b) The Collateral Agent may consult with counsel, and any
        opinion of counsel shall be full and complete authorization and

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        protection in respect of any action taken or suffered by it hereunder.
        The Collateral Agent shall have the right at any time to seek
        instructions concerning the administration of this Agreement from any
        court of competent jurisdiction.

               (c) The Collateral Agent may rely, and shall be fully protected
        in acting, upon any resolution, statement, certificate, instrument,
        opinion, report, notice, request, consent, order, bond or other paper or
        document which it has no reason to believe to be other than genuine and
        to have been signed or presented by the proper party or parties or, in
        the case of cables, telecopies and telexes, to have been sent by the
        proper party or parties. In the absence of its own gross negligence or
        willful misconduct, the Collateral Agent may conclusively rely, as to
        the truth of the statements and the correctness of the opinions
        expressed therein, upon any certificates or opinions furnished to the
        Collateral Agent and conforming to the requirements of this Agreement.

               (d) The Collateral Agent shall not be under any obligation to
        exercise any of the rights or powers vested in the Collateral Agent by
        this Agreement unless the Collateral Agent shall have been provided
        adequate security and indemnity against the costs, expenses and
        liabilities which may be incurred by the Collateral Agent, including
        such reasonable advances as may be requested by the Collateral Agent.

               (e) Any opinion of counsel may be based, insofar as it relates to
        factual matters, upon a certificate of a Responsible Officer of the
        Grantor or representations made by a Responsible Officer of the Grantor
        in a writing filed with the Collateral Agent.

               10.7 Moneys to be Held in Trust. All moneys received by the
        Collateral Agent under or pursuant to any provision of this Agreement
        shall be held in trust for the purposes for which they were paid or are
        held.

               10.8 Resignation and Removal of the Collateral Agent. (a) The
        Collateral Agent may at any time, by giving written notice to the
        Grantor, the Administrative Agent and each of the Banks, resign and be
        discharged of the responsibilities hereby created, such resignation to
        become effective upon (i) the appointment of a successor Collateral
        Agent, (ii) the acceptance of such appointment by such successor
        Collateral Agent and (iii) the approval of such successor Collateral
        Agent evidenced by one or more instruments signed by the Administrative
        Agent and Grantor. If no successor Collateral Agent shall be appointed
        and shall have accepted such appointment within 90 days after the
        Collateral Agent gives the aforesaid notice of resignation, the
        Collateral Agent, the Grantor, the Administrative Agent, or any other
        Secured Party may apply to any court of competent jurisdiction to
        appoint a successor Collateral Agent to act until such time, if any, as
        a successor Collateral Agent shall have been appointed as provided in
        this Section 10.8. Any successor so appointed by such court shall
        immediately and without further act be superseded by any successor
        Collateral Agent appointed by the Administrative Agent as provided

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        herein. The Administrative Agent may, at any time upon giving 30 days'
        prior written notice thereof to the Collateral Agent, remove the
        Collateral Agent and appoint a successor Collateral Agent, such removal
        to be effective upon the acceptance of such appointment by the
        successor. The Collateral Agent shall be entitled to Collateral Agent
        Fees to the extent incurred or arising, or relating to events occurring,
        before such resignation or removal.

               (b) If at any time the Collateral Agent shall resign or be
        removed or otherwise become incapable of acting, or if at any time a
        vacancy shall occur in the office of the Collateral Agent for any other
        cause, a successor Collateral Agent may be appointed by the
        Administrative Agent and the Grantor (acting in concert). The powers,
        duties, authority and title of the predecessor Collateral Agent shall be
        terminated and cancelled without procuring the resignation of such
        predecessor and without any other formality (except as be required by
        applicable law) than appointment and designation of a successor in
        writing duly acknowledged and delivered to the predecessor and the
        Grantor. Such appointment and designation shall be full evidence of the
        right and authority to make the same and of all the facts therein
        recited, and this Agreement shall vest in such successor, without any
        further act, deed or conveyance, all the estates, properties, rights,
        powers, duties, authority and title of its predecessor; but such
        predecessor shall, nevertheless, on the written request of the
        Administrative Agent, the Grantor, or the successor, execute and deliver
        an instrument transferring to such successor all the estates,
        properties, rights, powers, duties, authority and title of such
        predecessor hereunder and shall deliver all Collateral held by it or its
        agents to such successor. Should any deed, conveyance or other
        instrument in writing from the Grantor be required by any successor
        Collateral Agent for more fully and certain vesting in such successor
        the estates, properties, rights, powers, duties, authority and title
        vested or intended to be vested in the predecessor Collateral Agent, any
        and all such deeds, conveyances and other instruments in writing shall,
        on request of such successor, be executed, acknowledged and delivered by
        the Grantor. If the Grantor shall not have executed and delivered any
        such deed, conveyance or other instrument within 10 days after it
        receives a written request from the successor Collateral Agent to do so,
        or if an Event of Default shall have occurred and be continuing, the
        predecessor Collateral Agent may execute the same on behalf of the
        Grantor. The Grantor hereby appoints any predecessor Collateral Agent as
        its agent and attorney to act of it as provided in the next preceding
        sentence.

               10.9 Status of Successor Collateral Agent. Every successor
        Collateral Agent appointed pursuant to Section 10.8 shall be a bank or
        trust company in good standing and having power to act as Collateral
        Agent hereunder, incorporated under the laws of the United States of
        America or any State thereof or the District of Columbia and having its
        principal office within the 48 contiguous States and shall also have
        capital, surplus and undivided profits of not less than $500,000,000, if
        there be such an institution with such capital, surplus and undivided
        profits willing, qualified and able to accept the powers and duties
        hereunder upon reasonable or customary terms.

               10.10 Merger of the Collateral Agent. Any corporation into which
        the Collateral Agent may be merged, or with which it may be
        consolidated, or any corporation resulting from any merger or
        consolidation to which the Collateral Agent shall be a party, shall be
        the Collateral Agent under this Agreement without the execution or
        filing of any paper or any further act on the part of the parties
        hereto.

        SECTION 11. ABSOLUTE OBLIGATIONS

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<PAGE>


               11.1 Absolute, etc. This Agreement shall in all respects be a
        continuing, absolute, unconditional and irrevocable obligation, and
        shall remain in full force and effect until all Secured Obligations have
        been paid in full and all obligations of the Grantor hereunder shall
        have been paid in full. The liability of the Grantor under this
        Agreement shall be absolute, unconditional and irrevocable irrespective
        of:

               (a) any lack of validity, legality or enforceability of the
        Credit Agreement or any other document delivered in connection therewith
        (the "Loan Documents");

               (b) the failure of the Administrative Agent or any Bank:

               (i) to assert any claim or demand or to enforce any right or
remedy against any Borrower or any other Person under the provisions of the
Credit Agreement, any other Loan Document or otherwise; or

               (ii) to exercise any right or remedy against any other guarantor
of, or collateral securing, any Secured Obligations;

               (c) any change in the time, manner or place of payment of, or in
        any other term of, all or any of the Secured Obligations, or any other
        extension, compromise or renewal of any Secured Obligations;

               (d) any reduction, limitation, impairment or termination of the
        Secured Obligations for any reason, including any claim of waiver,
        release, surrender, alteration or compromise, and shall not be subject
        to (and the Grantor hereby waives any right to or claim of) any defense
        or setoff, counterclaim, recoupment or termination whatsoever by reason
        of the invalidity, illegality, nongenuineness, irregularity, compromise,
        unenforceability of, or any other event or occurrence affecting, the
        Secured Obligations;

               (e) any amendment to, rescission, waiver, or other modification
        of, or any consent to any departure from, any of the terms of the Credit
        Agreement or any other Loan Document;

               (f) any addition, exchange, release, surrender or non-perfection
        of any collateral, or any amendment to or waiver or release or addition
        of, or consent to any departure from, any other guaranty held by the
        Agent or any Bank or any other holder of the Secured Obligations; or

               (g) any other circumstance which might otherwise constitute a
        defense available to, or a legal or equitable discharge of, a Borrower,
        any surety or any guarantor.

               11.2 Reinstatement, etc. The Grantor agrees that this Agreement
        shall continue to be effective or be reinstated, as the case may be, if
        at any time any payment (in whole or in part) of any of the Secured
        Obligations is rescinded or must otherwise be restored by the
        Administrative Agent or any Bank or any other holder of any Secured
        Obligations, upon the insolvency, bankruptcy or reorganization of any
        Borrower, all as though such payment had not been made.

                                       11
<PAGE>


               11.3 Waiver, etc. The Grantor hereby waives promptness,
        diligence, notice of acceptance and any other notice with respect to any
        of the Secured Obligations, and this Agreement and any requirement that
        the Collateral Agent, the Administrative Agent or any Bank or any other
        holder of Secured Obligations protect, secure, perfect or insure any
        security interest or lien, or any property subject thereto, or exhaust
        any right or take any action against any Borrower or any other Person
        (including any other guarantor) or entity or any collateral securing the
        Secured Obligations.

               11.4 Waiver of Subrogation; Subordination. The Grantor hereby
        irrevocably waives with respect to any Borrower, until the prior
        indefeasible payment in full in cash of all Secured Obligations, any
        claim or other rights which it may now or hereafter acquire against any
        Borrower that arises from the existence, payment, performance or
        enforcement of the Grantor's obligations hereunder, including any right
        of subrogation, reimbursement, exoneration, or indemnification, any
        right to participate in any claim or remedy of the Banks and the
        Administrative Agent against any Borrower or any collateral which the
        Collateral Agent now has or hereafter acquires, whether or not such
        claim, remedy or right (all such claims, remedies and rights being
        collectively called "Subrogation Rights") arises in equity, or under
        contract, statute or common law, including the right to take or receive
        from any Borrower, directly or indirectly, in cash or other property or
        by set-off or in any manner, payment or security on account of such
        claim or other rights. If any amount shall be paid to the Grantor in
        violation of the preceding sentence and the Secured Obligations shall
        not have been paid in cash, in full, such amount shall be deemed to have
        been paid to the Grantor for the benefit of, and held in trust for, the
        Banks and the Administrative Agent, and shall forthwith be paid to the
        Banks and Administrative Agent to be credited and applied upon the
        Secured Obligations, whether matured or unmatured. The Grantor
        acknowledges that it will receive direct and indirect benefits from the
        Amendment and that the waiver set forth in this Section 11.4 is
        knowingly made in contemplation of such benefits.

        SECTION 12. MISCELLANEOUS

               12.1 Amendments. None of the terms or provisions of this
        Agreement may be waived, amended, supplemented or otherwise modified
        except in a writing signed by the parties hereto.

               12.2 Notices. All notices, requests and demands to or upon the
        Collateral Agent or the Grantor hereunder shall be effected in the
        manner provided for in the Credit Agreement; provided that any such
        notice, request or demand to or upon the Grantor shall be addressed to
        the Grantor at its notice address set forth on Schedule I and that any
        such notice, request or demand to or upon the Collateral Agent shall be
        addressed to the Collateral Agent at its notice address set forth in
        Schedule I.

               12.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither
        the Collateral Agent nor any other Secured Party shall by any act
        (except by a written instrument), delay, indulgence, omission or
        otherwise be deemed to have waived any right or remedy hereunder or to
        have acquiesced in any Event of Default. No failure to exercise, nor any

                                       12
<PAGE>

        delay in exercising, on the part of the Collateral Agent or any other
        Secured Party, any right, power or privilege hereunder shall operate as
        a waiver thereof. No single or partial exercise of any right, power or
        privilege hereunder shall preclude any other or further exercise thereof
        or the exercise of any other right, power or privilege. A waiver by the
        Collateral Agent or any other Secured Party of any right or remedy
        hereunder on any one occasion shall not be construed as a bar to any
        right or remedy which the Collateral Agent or such Secured Party would
        otherwise have on any future occasion. The rights and remedies herein
        provided are cumulative, may be exercised singly or concurrently and are
        not exclusive of any other rights or remedies provided by law.

               12.4 Successors and Assigns. This Agreement shall be binding upon
        the successors and assigns of the Grantor and shall inure to the benefit
        of the Collateral Agent and the other Secured Parties and their
        successors and assigns; provided that the Grantor may not assign,
        transfer or delegate any of its rights or obligations under this
        Agreement without the prior written consent of the Collateral Agent.

               12.5 Counterparts. This Agreement may be executed by one or more
        of the parties to this Agreement on any number of separate counterparts
        (including by telecopy), and all of said counterparts taken together
        shall be deemed to constitute one and the same instrument.

               12.6 Severability. 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 provisions hereof,
        and any such prohibition or unenforceability in any jurisdiction shall
        not invalidate or render unenforceable such provision in any other
        jurisdiction.

               12.7 Section Headings. The Section headings used in this
        Agreement are for convenience of reference only and are not to affect
        the construction hereof or be taken into consideration in the
        interpretation hereof.

               12.8 Integration. This Agreement represent the agreement of the
        Grantor, the Collateral Agent and the other Secured Parties with respect
        to the subject matter hereof and thereof, and there are no promises,
        undertakings, representations or warranties by the Collateral Agent or
        any other Secured Party relative to subject matter hereof and thereof
        not expressly set forth or referred to herein.

               12.9 Depository Bank's Location. New York shall be deemed to be
        the Depository Bank's location for the purposes of this Agreement and
        the perfection and priority of the Collateral Agent's security interest
        in the Cash Collateral Account.

               12.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
        CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
        NEW YORK.

                                       13
<PAGE>




        IN WITNESS WHEREOF, each of the undersigned has caused this Cash
Collateral Pledge Agreement to be duly executed and delivered as of the date
first above written.

                                       CDOC, INC.



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


                                       JPMORGAN CHASE BANK, as Depositary Bank



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


                                       JPMORGAN CHASE BANK, as Collateral Agent



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