GEABP 1/24/03



                             STOCK PLEDGE AGREEMENT


     STOCK  PLEDGE  AGREEMENT,  dated as of 29 January,  2003  between  Berkeley
International  Capital Limited, a Guernsey company  ("Pledgor") and The Governor
and Company of the Bank of Scotland, a bank organized under the laws of Scotland
("Pledgee"), delivered pursuant to the Term Loan and Guarantee Facility of up to
$23,000,000,  dated as of December 20, 2002 (the "Amended and Restated  Facility
Agreement"),  among each of the borrowers named thereunder (the "Borrowers") and
Pledgee.

                              W I T N E S S E T H:

     WHEREAS,  Pledgor  owns  the  number  of  shares  of  capital  stock of the
corporations listed on Schedule A hereto.

     WHEREAS,  pursuant to the Amended and Restated  Facility  Agreement,  under
which  Pledgee  has  agreed  to  make  available   loans  and  other   financial
accommodations (together herein, the "Loans") to the Borrowers;

     WHEREAS,  it is a  condition  to the  provision  of the  Loans  by  Pledgee
pursuant to the Amended and Restated Facility  Agreement that Pledgor shall have
executed and delivered to Pledgee this Agreement;

     NOW,  THEREFORE,  in  consideration  of the premises and the  covenants set
forth herein and in the Amended and  Restated  Facility  Agreement,  the parties
hereto agree as follows:

     1.  Definitions.  Capitalized terms used but not defined herein and defined
in the  Amended  and  Restated  Facility  Agreement  are used  herein as therein
defined.  References to this "Agreement"  shall mean this Stock Pledge Agreement
as the same may be in  effect  at the time  such  reference  becomes  operative,
including all amendments,  modifications and supplements hereto and any exhibits
or schedules to any of the foregoing.

     2. Pledge. Pledgor hereby pledges,  assigns, grants a security interest in,
transfers and delivers unto Pledgee each of the following (the "Collateral"):

          (a) all of  Pledgor's  right,  title and interest in and to the shares
     (the "Pledged  Shares") of capital stock described in Schedule I hereto and
     the  certificates,  if  any,  representing  the  Pledged  Shares,  and  all
     dividends, cash, instruments and other property from time to time received,
     receivable or otherwise distributed in respect of or in exchange for any or
     all of the Pledged Shares;
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          (b) all additional  shares (the "Additional  Shares") of capital stock
     or other equity  interest of any issuer of any Pledged  Shares from time to
     time  acquired  by  Pledgor in any  manner  and the  certificates,  if any,
     representing such additional shares, and all dividends,  cash,  instruments
     and other  property  from time to time  received,  receivable  or otherwise
     distributed in respect of or in exchange for any or all of such shares;

          (c) all other rights  appurtenant to the property described in clauses
     (a) and (b) above (including, without limitation, voting rights); and

          (d) all cash and non-cash proceeds of any and all of the foregoing.

     Certificates  representing  the  certificated  Pledged  Shares set forth on
Schedule I hereto, accompanied by proper instruments of assignment duly executed
in blank by Pledgor, are herewith delivered to Pledgee.  Promptly upon Pledgor's
acquisition  of  any  Additional  Shares,   Pledgor,  will  (i)  deliver  proper
instruments  of assignment  duly executed in blank by Pledgor  together with any
certificates  representing  such  Additional  Shares,  whereupon such Additional
Shares  shall be  Pledged  Shares;  and (ii) amend  Schedule  I to include  such
Additional  Shares. Any Collateral which may at any time be in the possession of
Pledgor  shall be promptly  delivered to Pledgee,  and prior  thereto,  shall be
deemed to be held in trust on behalf of  Pledgee.  Pledgee is hereby  authorized
upon an Event of Default to hold any and all of the  Collateral  delivered to it
in its own name, or, at Pledgee's  option, to cause such items to be transferred
to and held in the name of a nominee.

     If  any   securities   now  or  hereafter   acquired  by  the  Pledgor  are
uncertificated  and are issued to the  Pledgor or its  nominee  directly  by the
issuer thereof, the Pledgor shall immediately notify the Pledgee thereof and, at
the  Pledgee's  request and option,  under an  agreement  in form and  substance
satisfactory  to the  Pledgee,  either  (a) cause the issuer to agree to comply,
without  further  consent  of the  Pledgor  or such  nominee,  at any time  with
instructions  from the  Pledgee as to such  securities,  or (b)  arrange for the
Pledgee to become the registered  owner of the  securities.  If any  securities,
whether  certificated or  uncertificated,  or other  investment  property now or
hereafter acquired by the Pledgor are held by the Pledgor or its nominee through
a securities  intermediary,  the Pledgor  shall  immediately  notify the Pledgee
thereof and, at the Pledgee's request and option, under an agreement in form and
substance  satisfactory  to  the  Pledgee,  either  (i)  cause  such  securities
intermediary  to agree to comply,  in each case without  further  consent of the
Pledgor  or  such  nominee,  at  any  time  with  entitlement  orders  or  other
instructions  from  the  Pledgee  to  such  securities  intermediary  as to such
securities or (ii) in the case of financial assets or other investment  property
held  through a securities  intermediary,  arrange for the Pledgee to become the
entitlement  holder with respect to such investment  property,  with the Pledgor
being  permitted,  only with the consent of the Pledgee,  to exercise  rights to
withdraw or otherwise deal with such investment property. The provisions of this
paragraph  shall not apply to any  financial  assets  credited  to a  securities
account for which the Pledgee is the securities intermediary.

     3.  Obligations  Secured.  The  security  interests  granted  by Pledgor to
Pledgee  under this  Agreement  secure (a) the  payment and  performance  of all
obligations  of the  Borrowers
<PAGE>

whether arising under the Amended and Restated  Facility  Agreement or any other
financing document; (b) performance by Pledgor of its obligations and agreements
set forth  herein and in each other  financing  document to which it is a party;
(c) all  payments  made or  expenses  incurred by  Pledgee,  including,  without
limitation,  reasonable  attorneys  fees and legal  expenses,  in the  exercise,
preservation or enforcement of any of the rights, powers or remedies of Pledgee,
or in the  enforcement  of the  obligations of Pledgor,  hereunder;  and (d) any
renewals,  continuations or extensions of any of the foregoing (all of which are
referred to herein as the "Obligations").


     4.  Representations and Warranties.  Pledgor hereby represents and warrants
to  Pledgee  that as of the date  hereof,  and  agrees  that  each  delivery  of
Additional Shares shall constitute a representation  and warranty that as of the
date thereof:

          (a) Pledgor is the sole holder of record and  beneficial  owner of the
     Pledged  Shares set forth on Schedule I hereto  (including  all  Additional
     Shares  required  to be  listed  thereon),  free and  clear of any  pledge,
     hypothecation,  assignment, lien, charge, claim, security interest, option,
     preference,  priority  or  other  preferential  arrangement  of any kind or
     nature whatsoever ("Lien") thereon or affecting the title thereto.

          (b) The Pledged Shares are fully paid and non-assessable,  and Pledgor
     has the right and all  requisite  corporate  authority  to pledge,  assign,
     grant a security  interest  in,  transfer  and  deliver the  Collateral  to
     Pledgee as provided herein.

          (c) This Agreement has been duly authorized, executed and delivered by
     Pledgor and constitutes the legal, valid and binding obligation of Pledgor,
     enforceable in accordance with its terms.

          (d) No consent,  approval,  authorization or other order of any Person
     is required for (i) the execution and delivery of this Agreement by Pledgor
     or the delivery by Pledgor of the Collateral to Pledgee as provided herein,
     or (ii) the exercise by Pledgee of the voting or other rights  provided for
     in this Agreement or the remedies in respect of the Collateral  pursuant to
     this  Agreement,   except  as  may  be  required  in  connection  with  the
     disposition  of the  Collateral by laws  affecting the offering and sale of
     securities generally or as otherwise has been obtained.

          (e) The chief  executive  office of Pledgor is located at its  address
     set forth in Section 18.

          (f) The jurisdiction of formation of Pledgor is Guernsey.

          (g) Upon the delivery to Pledgee of the certificates  representing the
     Pledged Shares, duly endorsed to the Pledgee or in blank, Pledgee will have
     a valid and perfected security interest therein subject to no prior Lien.

     The  representations  and  warranties  set  forth in this  Section  4 shall
survive the execution and delivery of this Agreement.
<PAGE>

     5.  Rights of  Pledgor.  Until a Default or an Event of Default  shall have
occurred:

          (a) Pledgor shall be entitled to exercise any and all voting and other
     consensual  rights pertaining to the Pledged Shares or any part thereof for
     any  purpose  not  inconsistent  with the  terms of this  Agreement  or the
     Amended and Restated Facility Agreement;  provided,  that Pledgor shall not
     exercise  or shall  refrain  from  exercising  such right if, in  Pledgee's
     judgment,  such action would have a material adverse effect on the value of
     the Pledged Shares or any part thereof, and provided, further, that Pledgor
     shall give Pledgee at least five days' prior  written  notice of the manner
     in which it  intends  to  exercise,  or the  reasons  for  refraining  from
     exercising, any such right.

          (b)  Pledgor  shall be  entitled,  from time to time,  to collect  and
     receive for its own use all cash  dividends  (except cash dividends paid or
     payable in respect of the total or partial  liquidation  of an issuer) paid
     on the Pledged  Shares;  provided,  however,  that until actually paid, all
     rights  to  such  dividends  shall  remain  subject  to the  Lien  of  this
     Agreement.  All  dividends  (other  than  cash  dividends  governed  by the
     immediately  preceding  sentence) and all other distributions in respect of
     any of the Collateral, whenever paid or made, shall be delivered to Pledgee
     and held by it subject to the Lien created by this Agreement.

     6.  Covenants.  Pledgor  covenants and agrees that until the termination of
this Agreement:

          (a) Pledgor will not,  without the prior  written  consent of Pledgee,
     sell, assign, transfer,  mortgage,  pledge or otherwise encumber any of its
     rights in or to the Collateral or any dividends or other  distributions  or
     payments with respect thereto or grant a Lien on any thereon, other than as
     permitted under the Amended and Restated Facility Agreement.

          (b) Pledgor will, at its own expense, execute, acknowledge and deliver
     all such  instruments and take all such action as Pledgee from time to time
     may  reasonably  request in order to ensure to Pledgee the  benefits of the
     first priority Lien on and to the Collateral intended to be created by this
     Agreement.

          (c) Pledgor  will defend the title to the  Collateral  and the Lien of
     Pledgee thereon against the claim of any Person claiming against or through
     Pledgor and will maintain and preserve such Lien so long as this  Agreement
     shall remain in effect.

          (d) Unless  Pledgor  shall have given  Pledgee  not less than 30 days'
     prior notice  thereof,  Pledgor  will not change (i) its name,  identity or
     corporate  structure  in any  manner  or (ii)  the  location  of its  chief
     executive office.

<PAGE>

     7. Remedies.

          (a) Upon the  occurrence of a Default or an Event of Default,  then or
     at any time during the  continuance of such  occurrence,  Pledgee is hereby
     authorized and empowered,  at its election, (i) to transfer and register in
     its or its nominee's name the whole or any part of the Collateral,  (ii) to
     exercise all voting rights with respect thereto,  (iii) to demand, sue for,
     collect,  receive and give  acquittance  for any and all cash  dividends or
     other  distributions  or  monies  due or to  become  due upon or by  virtue
     thereof,  and to settle  prosecute or defend any action or proceeding  with
     respect thereto, (iv) to sell in one or more sales the whole or any part of
     the  Collateral  or otherwise to transfer or assign the same,  applying the
     proceeds  therefrom  to the  payment  of the  Obligations  in such order as
     Pledgee  shall  determine,  and (v)  otherwise  to act with  respect to the
     Collateral  or the  proceeds  thereof as though  Pledgee  were the outright
     owner thereof, Pledgor hereby irrevocably constituting Pledgee as its proxy
     and attorney-in-fact, with full power of substitution to do so.

          (b) Pledgee  shall give  Pledgor not less than ten days prior  written
     notice of the time and place of any sale or other  intended  disposition of
     any of the  Collateral  except any  Collateral  that  threatens  to decline
     speedily in value or is of a type customarily sold on a recognized  market.
     Pledgor  agrees  that  such  notice  constitutes  reasonable  notice  and a
     "reasonable  authenticated  notification"  within  the  meaning  of Section
     9-611(b) of the Uniform Commercial Code. Any sale shall be made at a public
     or private sale of Pledgee's  place of business,  at such other location to
     be named in the  notice  of sale,  either  for cash or upon  credit  or for
     future  delivery at such price as Pledgee may deem fair, and, to the extent
     permitted by applicable  law.  Pledgee may be the purchaser of the whole or
     any part of the Collateral so sold and hold the same  thereafter in its own
     right free from any claim of Pledgor or any right or equity of  redemption,
     which  right or equity is hereby  waived and  released.  Each sale shall be
     made to the highest  bidder,  but Pledgee  reserves the right to reject any
     and all bids at such sale  which,  in its sole  discretion,  it shall  deem
     inadequate.  Except as otherwise herein specifically  provided for, demands
     of  performance,  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 Pledgee.

          (c) If, at the original  time or times  appointed  for the sale of the
     whole or any part of the  Collateral,  either (i) the highest bid, if there
     be but  one  sale,  shall  be  inadequate  to  discharge  in  full  all the
     Obligations,  or (ii) if the  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 Pledgee in its sole discretion the unlikelihood of the proceeds
     of the sales of the whole of the Collateral  being  sufficient to discharge
     all the Obligations,  then in either such event Pledgee may, on one or more
     occasions, postpone any of said sales by public announcement at the time of
     sale.  In the event of any such  postponement,  Pledgee  shall give Pledgor
     notice of such postponement.


          (d) If, at any time when  Pledgee  shall  determine  to  exercise  its
     rights  to sell the  whole
<PAGE>

     or any  part of the  Collateral  hereunder,  such  Collateral  or the  part
     thereof to be sold shall not,  for any reason  whatsoever,  be  effectively
     registered under the Act, Pledgee may, in its sole and absolute  discretion
     (subject only to applicable  requirements  of law), sell such Collateral or
     part thereof by private sale in such manner and under such circumstances as
     Pledgee  may  deem  necessary  or  advisable,  but  subject  to  the  other
     requirements  of this  Section 7, 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  Pledgee in its sole and
     absolute   discretion   may  (i)   proceed  to  make  such   private   sale
     notwithstanding   that  a   registration   statement  for  the  purpose  of
     registering  such  Collateral  or part thereof  could be or shall have been
     filed under the Act (or similar statute),  (ii) approach and negotiate with
     a single possible  purchaser to effect such sale,  (iii) 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  Collateral or part thereof,  and (iv) require
     that any sale hereunder  (including a sale at auction) be conducted subject
     to restrictions (A) as to the financial  sophistication  and ability of any
     Person  permitted  to bid or  purchase  at sale,  (B) as to the  content of
     legends to be placed upon any certificates representing the Collateral sold
     in such sale, including  restrictions on future transfer thereof, (C) 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,  any of the  issuers  of the  Pledged  Shares,
     Pledgee,  such Person's  intentions as to the holding of the  Collateral so
     sold  for  investment,  for its  own  account,  and not  with a view to the
     distribution  thereof,  and (D) as to such other matters as Pledgee may, in
     its sole discretion,  deem necessary or appropriate in order that such sale
     (notwithstanding  any failure so to register) may be effected in compliance
     with the Uniform  Commercial  Code and other laws affecting the enforcement
     of creditors'  rights and the Act (or similar  statute) and all  applicable
     state securities laws.  Pledgor will execute and deliver such documents and
     take such other action as Pledgee deem necessary or advisable in order that
     any such sale may be made in compliance with law.

          (e) Pledgor  acknowledges  that: (i) any sale under the  circumstances
     described  in this  Section 7 shall be deemed to have been held in a manner
     which is  commercially  reasonable,  and  (ii)  notwithstanding  the  legal
     availability  of a private  sale or a sale subject to  restrictions  of the
     character  described above,  Pledgee may, in its sole discretion,  elect to
     seek  registration  of the Collateral  under the Act (or similar statute or
     any applicable  state  securities laws) in accordance with its rights under
     this  Section  7. In the  event of any such sale  under  the  circumstances
     described  in this  Section 7,  neither  Pledgee  nor any Bank shall  incur
     responsibility  or  liability  for  selling  the  whole  or any part of the
     Collateral  at  a  price  which  Pledgee  may  deem  reasonable  under  the
     circumstances,  notwithstanding the possibility that a substantially higher
     price might be realized if the sales were deferred until after registration
     as  aforesaid.  Pledgor  hereby  acknowledges  that  any sale of any of the
     Collateral  which has not been registered  under the Act may be for a price
     less that which might have been obtained had the Collateral been registered
     under the Act.


          (f) Pledgor  agrees that it will not at any time plead,  claim or take
     the benefit of any
<PAGE>

     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 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  Pledgee  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 Pledgee of any one or more such rights, powers
     or  remedies.  No failure or delay on the part of Pledgee to  exercise  any
     such right,  power or remedy, and no notice or demand which may be given to
     or made upon Pledgor by Pledgee with  respect to any such  remedies,  shall
     operate as a waiver thereof, or limit or impair Pledgee's right to take any
     action  or to  exercise  any power or remedy  hereunder  without  notice or
     demand, or prejudice its rights as against Pledgor in any respect.

          (g) The proceeds of any disposition of Collateral  shall be applied as
     follows:

               (i) to the payment of any and all  expenses  and fees  (including
          reasonable  attorneys' fees and disbursements)  incurred by Pledgee in
          connection  with the  exercise of its rights and  remedies  hereunder,
          including,  without  limitation,  expenses and fees in connection with
          preparing for sale and disposing of Collateral;

               (ii) to the  satisfaction  of the  Obligations  in such  order as
          Pledgee may elect;

               (iii) any other  payment  of any  amount  required  to be paid by
          Pledgee by law; and

               (iv)  upon  termination  of the  commitments  of Banks  under the
          Amended  and  Restated  Facility  Agreement,  as a court of  competent
          jurisdiction may direct.

     8.  Exoneration of Pledgee.  Other than the exercise of reasonable  care in
the custody and preservation of the Collateral,  Pledgee shall have no duty with
respect  thereto.  Pledgee shall be deemed to have exercised  reasonable care in
the  custody  and  preservation  of  the  Collateral  in its  possession  if the
Collateral is accorded  treatment  substantially  equal to that which it accords
its own property and, to the extent  permitted by applicable  law,  shall not be
liable or responsible for any loss or damage to any of the Collateral or for any
diminution in the value  thereof,  by reason of the act or omission of any agent
or bailee selected by Pledgee in good faith.


     9. Waiver.  Pledgor hereby  waives,  releases and  discharges,  to the full
extent permitted by law, any right which it has or may have at law, in equity or
by statute, to require Pledgee to pursue or otherwise avail itself of any rights
or remedies which it may have against  Pledgor,  any other Borrower or any other
Person  with  respect to the payment of any  Obligation  or  performance  of the
terms,  covenants and conditions of the Amended and Restated Facility  Agreement
and  Financing  Documents  or to pursue or exhaust any of its rights or remedies
with respect to any other security for the  satisfaction  of the  Obligations or
the  performance  of the terms,  covenants  and  conditions  of the  Amended and
Restated Facility Agreement.  No  delay on
<PAGE>

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

     10. Assignment. Pledgor may not assign its rights or obligations under this
Agreement. In the event of assignment by the Pledgee or any of the Bank's rights
under the Amended and Restated Facility Agreement in accordance  therewith,  the
party to whom such assignment is made shall be entitled to the assignor's rights
hereunder. Pledgee may grant participations in its rights hereunder.

     11. Termination.  At such time as (a) all Obligations (other than indemnity
and  other  contingent  obligations,  not then due and  payable,  which  survive
repayment of the Loans and the termination of the Amended and Restated  Facility
Agreement) have been fully satisfied and indefeasibly  paid, and (b) the Amended
and  Restated  Facility  Agreement  shall have been  terminated,  Pledgee  shall
deliver to Pledgor the  Collateral at the time subject to this Agreement and all
instruments of assignment  executed in connection  therewith,  free and clear of
the Lien  hereof and all of  Pledgor's  obligations  hereunder  shall  thereupon
terminate;  provided,  that,  the  security  interest  in the  Collateral  shall
continue to be effective or reinstated,  as the case may be, if any payment,  or
any part thereof,  of any Obligation is rescinded or must be restored by Pledgee
upon the  bankruptcy  or  reorganization  of Pledgor,  or any other  Borrower or
otherwise.

     12. Release.  Pledgor  consents and agrees that Pledgee may at any time, or
from time to time,  in  Pledgee's  sole  discretion,  exchange,  release  and/or
surrender  all or any of the  Collateral,  or any part(s)  thereof,  by whomever
deposited,  which is now or may hereafter be held by Pledgee in connection  with
all or any of the Obligations; all in such manner and upon such terms as Pledgee
may deem proper, and without notice to or further assent from Pledgor,  it being
hereby  agreed  that  Pledgor  shall  be and  remain  bound  by this  Agreement,
irrespective  of  the  existence,  value  or  condition  of any  collateral  and
notwithstanding (i) any such exchange,  release and/or surrender and/or (ii) any
settlement,  compromise,  surrender, release, renewal or extension of any or all
of the  Obligations,  and/or (iii) that the  Obligations may at any time or from
time to time exceed the aggregate  principal amount outstanding  pursuant to the
Amended and Restated Facility Agreement.


     13. Expenses.  Pledgor will reimburse  Pledgee for all expenses  (including
reasonable  expenses for legal  services of every kind) of, or incidental to the
enforcement  of any of the  provisions  of,  this  Agreement  or any  actual  or
attempted  sale,  or  any  exchange,  enforcement,   collection,  compromise  or
settlement  of any of the  Collateral  and for the  care of the  Collateral  and
defending  or  asserting  the  rights  and  claims of  Pledgee in respect of the
Collateral, by litigation or otherwise, including but not limited to expenses of
insurance and the reasonable fees and expenses of counsel for Pledgee.  All such
expenses shall be deemed additional Obligations.
<PAGE>

     14. Miscellaneous.


          (a)  Pledgee may  execute  any of its duties  hereunder  by or through
     agents or employees.  Pledgee may consult with legal counsel and any action
     taken or  suffered  in good  faith in  accordance  with the  advice of such
     counsel shall be full justification and protection to it.

          (b) Pledgee nor any of its 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 or for any errors
     of judgment, except for their own gross negligence or willful misconduct.

          (c) This  Agreement  shall be binding upon Pledgor and its  successors
     and  assigns,  and shall inure to the benefit  of, and be  enforceable  by,
     Pledgee and its successors,  transferees and assigns.  None of the terms or
     provisions of this  Agreement may be waived,  altered,  modified or amended
     except in writing duly signed for and on behalf of Pledgee and Pledgor.

          (d) The rights and remedies herein  expressly  provided are cumulative
     and may be exercised  singly or concurrently and as often and in such order
     as Pledgee deems expedient and are not exclusive of any rights and remedies
     Pledgee  would  otherwise  have  whether by  agreement  or now or hereafter
     existing provided by law.

     15.  Governing Law. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE  OF NEW  YORK
APPLICABLE TO CONTRACTS  MADE AND PERFORMED IN SUCH STATE WITHOUT  GIVING EFFECT
TO THE CHOICE OF LAWS THEREOF.
<PAGE>


     16.   Jurisdiction.   Pledgor  (a)  hereby   irrevocably   submits  to  the
jurisdiction  of  the  state  courts  of  the  State  of  New  York  and  to the
jurisdiction  of the United States  District Court for the Southern  District of
New York, for the purpose of any suit, action or other proceeding arising out of
or based upon this  Agreement or the subject  matter hereof  brought by Pledgee,
any of its successors or assigns,  (b) hereby waives,  and agrees not to assert,
by way of  motion,  as a defense,  or  otherwise,  in any such  suit,  action or
proceeding,  any claim that he is not subject  personally to the jurisdiction of
the above-named  courts, that the Collateral is exempt or immune from attachment
or execution,  that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject  matter hereof may not be enforced in or by such court,
(c) hereby  waives and agrees not to seek any review of judgment of any such New
York state or federal court by any court of any other  jurisdiction which may be
called upon to grant an enforcement  of such judgment and (d) hereby waives,  to
the fullest extent permitted by law, and agrees not to assert,  any right it may
have to claim or recover in any legal action or  proceeding  referred to in this
Section any  special,  exemplary,  punitive or  consequential  damages.  Pledgor
hereby consents to service of process by registered mail at the address at which
notices are to be given.  Pledgor agrees that its submission to jurisdiction and
its  consent to service of process by mail are made for the  express  benefit of
Pledgee.  Final judgment against Pledgor in any such action,  suit or proceeding
may be enforced in other  jurisdictions  by suit,  action or  proceeding  on the
judgment,  or in any other  manner  provided  by or pursuant to the laws of such
other  jurisdiction;  provided,  however,  that  Pledgee or any Banks may at its
option bring suit, or institute other judicial  proceedings,  against Pledgor in
any state or federal court of the United States or of any country or place where
Pledgor may be found or as required by applicable law, rules and regulations.

     17. Further Assurances; Pledgee May Perform.

          (a) At  Pledgor's  expense,  Pledgor  will do all such acts,  and will
     furnish to  Pledgee  all such  financing  statements,  certificates,  legal
     opinions and other documents and will do or cause to be done all such other
     things as Pledgee may reasonably request from time to time in order to give
     full  effect to this  Agreement  and to secure  the rights  intended  to be
     granted  hereunder to Pledgee.  To the extent  permitted by applicable law,
     Pledgor  hereby  authorizes  Pledgee  to execute  and file,  in the name of
     Pledgor or otherwise,  Uniform Commercial Code financing  statements (which
     may be photocopies of this Agreement)  which Pledgee in its sole discretion
     may deem necessary or appropriate.

          (b) If Pledgor  fails to perform any act  required by this  Agreement,
     Pledgee may perform, or cause performance of, such act, and the expenses of
     Pledgee  incurred in connection  therewith  shall be governed by Section 13
     hereof.

     18.  Notices.  Except as otherwise  provided  herein,  any notice  required
hereunder shall be in writing,  and shall be deemed to have been validly served,
given or delivered upon receipt after  transmittal by hand or by Federal Express
or similar  service,  or five  business  days after deposit in the United States
mails,  registered first class mail, with proper postage prepaid,  and addressed
to the party to be notified at the following addresses (or such other address as
such party shall designate in a notice delivered to the other party hereunder):
<PAGE>

          (a) If to Pledgee, at

                           The Governor and Company of
                           the Bank of Scotland
                           The Mound
                           Edinburgh
                           EH1 1YZ
                           Attention:  The Chief Manager

                           with copies to:

                           Maclay Murray Spens.
                           3 Glenfinlas Street
                           Edenburgh EH3 6AQ
                           Attention:  Marcus Pery

                           and

                           Golenbock, Eiseman, Assor, Bell & Peskoe
                           437 Madison Avenue
                           New York, New York  10022
                           Attention:  Andrew C. Peskoe, Esq.

                  (b)      If to Pledgor, at

                           Berkeley International Capital Limited
                           c/o London Pacific Group Limited
                           Minden House
                           6 Minden Place
                           St. Helier, Jersey JE2 4WQ
                           Attention: Ron Green

                           with copies to:

                           Berkeley International Capital Corporation
                           650 California Street
                           28th Floor
                           San Francisco, CA 94108
                           Attention:  Robert Cornman, Esq.

Any notice  required to be  delivered  to Pledgee  shall be  delivered  to it in
accordance with the provisions  hereof at the addresses  specified herein and in
the Amended and Restated  Facility  Agreement,  if different.  Failure to comply
with the provisions set forth above with respect to the delivery of copies shall
not impair the validity of any notice otherwise complying with the terms hereof.
<PAGE>

     19.  Severability.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction shall not invalidate 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.

     20. Conflicts. Concurrent with the execution of this Agreement, Pledgor has
entered  into,  executed and delivered  one or more other  documents,  agreement
and/or  instruments  in  favor  of and for the  benefit  of  Pledgee  to  secure
Pledgor's  obligations  to Pledgee.  This Agreement is in addition to and not in
substitution of any of such agreements entered into by the parties under English
law, including, but not limited to a Deed of Charge. If any term or provision of
this  Agreement or the  application  thereof shall,  directly  conflict with the
terms and provisions of the Deed of Charge, the terms and provisions of the Deed
of Charge shall control such matter.

     21. Waiver of Jury Trial.  PLEDGOR,  TO THE EXTENT PERMITTED BY LAW, WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,  WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE,  BETWEEN PLEDGEE AND PLEDGOR ARISING OUT OF, IN
CONNECTION  WITH,  RELATING TO, OR  INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED
BETWEEN THEM IN CONNECTION  WITH THIS  AGREEMENT,  ANY NOTE,  GUARANTEE OR OTHER
INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH
OR THE TRANSACTIONS RELATED THERETO.

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


BERKELEY INTERNATIONAL CAPITAL LIMITED



By:_________________________________________
     Name:
     Title:  Director

THE GOVERNOR AND COMPANY OF
  THE BANK OF SCOTLAND


By:_________________________________________
     Name:
     Title:
<PAGE>

                                   SCHEDULE I

                                 PLEDGED SHARES



Class of                     Number of                               Certificate
Issuer                        Shares                                   Number(s)

Common Stock of
SABA Software, Inc.           196,550                                    SAB2755

New Preferred Stock of
Nazareth International, Inc.   70,000                                       NP-1

<PAGE>






                                   STOCK POWER



For value received, BERKELEY INTERNATIONAL CAPITAL LIMITED hereby sells, assigns
and  irrevocably  transfers  to The Governor and Company of the Bank of Scotland
70,000  shares of Preferred  Stock of Nazareth  International,  Inc., a Delaware
corporation, represented by Certificate No(s). NP-1, standing in the name of the
undersigned on the books of said company.

The undersigned  hereby  irrevocably  constitutes  and appoints  _______________
_________________________  attorney to  transfer  the said stock on the books of
said company, with full power of substitution in the premises.

Power  is  given  to the  holder  hereof  to  fill  in any  all  blanks  in this
instrument.

The  undersigned  ratifies  and  confirms  all acts  that said  attorney  or any
substitute(s) under this power shall lawfully do by virtue hereof.

Dated as of __________ ___, ____.


                                          BERKELEY INTERNATIONAL CAPITAL LIMITED


                                          By:  ______________________________
                                               Name:     R.W. Green
                                               Title:    Director




<PAGE>


                                   STOCK POWER



For value received, BERKELEY INTERNATIONAL CAPITAL LIMITED hereby sells, assigns
and  irrevocably  transfers  to The Governor and Company of the Bank of Scotland
196,550 shares of Common Stock of SABA Software,  Inc., a Delaware  corporation,
represented  by  Certificate  No(s).  SAB2755,  standing  in  the  name  of  the
undersigned on the books of said company.

The undersigned  hereby  irrevocably  constitutes  and appoints  _______________
_________________________  attorney to  transfer  the said stock on the books of
said company, with full power of substitution in the premises.

Power  is  given  to the  holder  hereof  to  fill  in any  all  blanks  in this
instrument.

The  undersigned  ratifies  and  confirms  all acts  that said  attorney  or any
substitute(s) under this power shall lawfully do by virtue hereof.

Dated as of __________ ___, ____.


                                          BERKELEY INTERNATIONAL CAPITAL LIMITED


                                          By:  ______________________________
                                               Name:     R.W. Green
                                               Title:    Director