<PAGE>   1
                                                                    EXHIBIT 10.6

THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INTERCREDITOR AND
COLLATERAL SHARING AGREEMENT DATED FEBRUARY 29, 2000 REFERRED TO HEREIN AS THE
COLLATERAL SHARING AGREEMENT, AS THE SAME MAY BE AMENDED, MODIFIED OR OTHERWISE
SUPPLEMENTED FROM TIME TO TIME, BY AND AMONG ALTIVA FINANCIAL CORPORATION, VALUE
PARTNERS, LTD., AS ORIGINAL PURCHASER OF CERTAIN VALUE NOTES ISSUED BY ALTIVA
AND UNITED STATES TRUST COMPANY OF NEW YORK AS COLLATERAL AGENT FOR THE HOLDERS
OF SUCH VALUE NOTES AND THE HOLDERS OF THE NOTES ISSUED PURSUANT TO THE EXCHANGE
AGREEMENT, AS DEFINED HEREIN.

                             STOCK PLEDGE AGREEMENT

    THIS STOCK PLEDGE AGREEMENT ("Agreement") is entered into as of March 17,
2000, by and among Altiva Financial Corporation, a Delaware corporation (the
"Borrower") in favor of the Noteholders and the Collateral Agent, as agent of
the Noteholders, as defined herein.

                              W I T N E S S E T H:

         1. The Borrower is the owner of one hundred percent of the issued and
outstanding capital stock of The Money Centre, Inc. ("Issuer"), a North Carolina
corporation, comprised of 50,000 shares of common stock (all such shares being
herein referred to as the "Pledged Shares").

         2. The Borrower has entered into the Exchange Agreement by and among
the Borrower and the Collateral Agent on behalf of those holders of the Existing
Subordinated Notes which elected to enter into the Exchange Agreement. The
Exchange Agreement provides that the Borrower's 12% Secured Convertible Senior
Notes due 2006 are to be issued pursuant to the Indenture. Because certain of
the collateral to be pledged to secure repayment of those new notes can only be
pledged to QIBs (defined in Section 1 as the Replacement QIB Notes), this
Agreement is being entered into with the holders of such notes (defined in
Section 1 as the Notes) who are not QIBs, given that the collateral subject to
this Agreement can be pledged to non-QIBs. The principal amount of the Notes and
Replacement QIB Notes, collectively, will be sixty percent (60%) of the
principal amount of exchanged Existing Subordinated Notes. One third of the
Notes and Replacement QIB Notes shall be mandatorily convertible into common
stock of the Borrower in the event requisite shareholder approval of the
Borrower is obtained to permit the issuance of such stock. For purposes of
clarification, less than one hundred percent (100%) of holders of Existing
Subordinated Notes entered into the Exchange Agreement. Only holders of an
Existing Subordinated Note who exchange an Existing Subordinated Note for a Note
are beneficiaries of this Agreement.

         3. Pursuant to the Purchase Agreement, Value Partners, Ltd. ("Value
Partners, Ltd.") has purchased $14,000,000.00 in the aggregate of the Borrower's
12% Secured Convertible Notes Due 2006 (the "Value Notes"). Value Partners is
presently the sole Value Noteholder.

         4. To secure repayment of the Value Notes, the Borrower executed the
Value Pledge Agreement, pursuant to which the Borrower granted to the Value
Noteholders (i) a first priority lien and security interest in certain
collateral described therein which may only be pledged to QIBs, referred to
herein as the "QIB Collateral", and (ii) a subordinated lien in the Pledged
Collateral (as that term is defined herein), subject only to the security
interest granted the Noteholders herein.

STOCK PLEDGE AGREEMENT                                                   PAGE 1



<PAGE>   2

         5. Repayment of the Replacement QIB Notes is secured, on a pari passu
basis with the Value Notes, by the collateral pledged to secure the repayment of
the Value Notes, including a Subordinated lien on the Pledge Collateral. To
evidence this pledge, the Borrower and Replacement QIB Noteholders executed the
Replacement QIB Pledge Agreement, subject only to the security interest granted
the Noteholders herein.

         6. The Notes are secured by a first lien and security interest in the
Pledged Collateral pursuant to this Agreement. However, pursuant to the
Collateral Sharing Agreement (as defined below), upon the occurrence of a
Default or an Event of Default, the recovery of the Noteholders from the
proceeds relating to the liquidation of the Pledged Shares shall be adjusted so
that the Noteholders recover the same percentage of their outstanding
indebtedness as do the Replacement QIB Noteholders and the Value Noteholders.
Because the Noteholders are not QIBs, they cannot share in proceeds from the QIB
Collateral. Thus, in the event recovery from the Pledged Shares is inadequate to
permit a pro rata recovery in favor of the Noteholders, their recovery may be
less than that of the Value Noteholders and Replacement QIB Noteholders.

         7. Because (i) the Replacement QIB Noteholders and the Value
Noteholders have a security interest in the QIB Collateral and a subordinate
lien in the Pledged Collateral and (ii) the Noteholders have a senior security
interest in the Pledged Shares, each holder has agreed that it is appropriate to
enter into the Collateral Sharing Agreement, both for purposes of the perfection
of the security interest of each in the collateral which may be perfected by
possession of the collateral (or the continuation of existing perfection) and to
permit the orderly liquidation of all collateral (including collateral perfected
by means other than possession) by the Collateral Agent in the event of an
occurrence a Default or an Event of Default under the Security Documents and the
orderly distribution of the proceeds of such liquidation by the Collateral
Agent.

         8. The Borrower wishes to provide collateral security for the Secured
Indebtedness (as hereinafter defined) in the form of pledge of the Pledged
Shares.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and the direct material benefits to be received by
Borrower by reason of the Exchange Agreement, the Indenture, the Purchase
Agreement and the Value Notes, which benefits are hereby expressly acknowledged
by Borrower, the parties hereto agree as follows:

         SECTION 1. DEFINED TERMS. For the purposes of this Pledge Agreement,
the following terms shall have the respective meanings assigned to them in this
Section 1:

   "Collateral Agent" means United States Trust Company of New York in its
capacity as collateral agent of the Noteholders for the purposes set forth in
Section 20 hereof.

   "Collateral Sharing Agreement" means that certain Intercreditor and
Collateral Sharing Agreement dated February 29, 2000 among the Borrower, Value
Partners, Ltd. and the Collateral Agent as agent and attorney in fact for the
Replacement QIB Noteholders and the Noteholders.

    "Event of Default" has the meaning set forth in Section 5.1 of the Indenture
and shall also occur in the event the liens granted hereby shall ever become
unenforceable, or cease to be perfected, first priority liens, as a result of
any action or omission of the Borrower.

STOCK PLEDGE AGREEMENT                                                   PAGE 2


<PAGE>   3

   "Exchange Agreement" means the Exchange Agreement, dated as of March 17,
2000, by and among the Company and the holders of Existing Subordinated Notes
who agreed to exchange the Existing Subordinated Notes for Notes or Replacement
QIB Notes, as the case may be, together with any amendments, supplements,
modifications and restatements thereof.

   "Existing Subordinated Notes" means those certain 12 1/2% Subordinated Notes
due 2001 issued by the Borrower on or about June 14, 1999.

   "Indenture" means the Trust Indenture date as of February 29, 2000, between
the Borrower and United States Trust Company of New York, as Trustee, as amended
or supplemented.

   "Issuer" means The Money Centre, Inc., a North Carolina corporation, and its
successors and assigns and any other issuer of Pledged Shares or Pledged
Collateral.

   "Majority Holders" means the holders of not less than fifty percent (50%) in
aggregate principal amount of the Notes, Value Notes and Replacement QIB Notes
then outstanding, voting as a class.

   "Noteholder", "Holder" or "holder" means the registered owner of a Note.

   "Notes" shall mean the notes issued pursuant to the Exchange Agreement and
the Indenture to those holders of Existing Subordinated Notes who are not QIBs
who agreed to exchange such Existing Subordinated Notes pursuant to the Exchange
Agreement, together with any amendments, modifications, supplements or
restatements thereof.

   "Outstanding" or "outstanding" has the meaning given to it in the Indenture.

   "Persons" means any individual, partnership, corporation, limited liability
company, joint venture, association, joint stock company, trust, unincorporated
organization, or governmental entity (or any department, agency or political
subdivision thereof), or any other entity.

    "Pledged Collateral" has the meaning assigned to it in Section 2 hereof.

    "Pledged Shares" has the meaning assigned to it in the first recital hereof.

    "Purchase Agreement" means that certain Amended and Restated Secured Senior
Convertible Note Purchase Agreement by and between the Borrower and Value
Partners, dated as of February 29, 2000, together with any amendments,
modifications, supplements or restatements thereof.

    "QIBs" means a Qualified Institutional Buyer as defined in Rule 144A of the
Securities Act.

    "Replacement QIB Notes" means those notes issued pursuant to the Indenture
to the holders of Existing Subordinated Notes, pursuant to the Exchange
Agreement, the holders of which are QIB's.

    "Replacement QIB Noteholders" means the holders of the Replacement QIB
Notes.

    "Replacement QIB Pledge Agreement" means that certain Pledge and Security
Agreement, dated as of March 17, 2000, by and between the Borrower and the
Collateral Agent, as agent for the Replacement QIB Noteholders, together with
any amendments, modifications, supplements or restatements thereof.


STOCK PLEDGE AGREEMENT                                                   PAGE 3


<PAGE>   4

    "Secured Indebtedness" shall mean all indebtedness, obligations and
liabilities described or referred to in clauses (1) through (4) below,
inclusive:

    (1)  all of the loans, principal, interest, fees, expenses, obligations and
         liabilities of Borrower to the Noteholders arising pursuant to or
         represented by the Notes and any and all renewals and extensions of the
         foregoing;

    (2)  all of the loans, principal, interest, fees, expenses, obligations and
         liabilities of Borrower arising pursuant to or represented by the
         Indenture and/or Exchange Agreement; and

    (3)  any and all indebtedness and obligations of Borrower to the Noteholders
         arising pursuant to the terms of the Notes, this Pledge Agreement and
         the other loan documents delivered in connection therewith or herewith,
         including legal expenses and other expenses incurred in the
         preparation, execution and by the enforcement of the Notes, this Pledge
         Agreement and any of the other loan documents; and

    (4)  any and all renewals and extensions of the indebtedness and obligations
         described in (l)-(3) above.

   "Securities Act" means the Securities Act of 1933, as now in effect and as
hereafter amended from time to time.

   "SEC" means the Securities and Exchange Commission.

    "Security Documents" means the Value Pledge Agreement, the Replacement QIB
Pledge Agreement and this Agreement.

    "Value Notes" has the meaning set forth in the third recital to this
Agreement.

   "Value Noteholders" means the holders of the Value Notes.

   "Value Pledge Agreement" means that certain Pledge and Security Agreement
dated August 31, 1999, by and between the Borrower and Value Partners, Ltd., as
amended by Amendment #1 to Pledge and Security Agreement dated December 13,
1999, that certain Amended and Restated Pledge and Security Agreement dated
December 31, 1999, and that certain Amended and Restated Pledge and Security
Agreement dated February 29, 2000, together with any amendments, supplements,
modifications or restatements thereof.

    SECTION 2. PLEDGE. Subject to the Collateral Sharing Agreement, the Value
Pledge Agreement and the Replacement QIB Pledge Agreement, as collateral
security for the payment of the Secured Indebtedness, Borrower hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto the Noteholders,
and hereby grants the Noteholders a security interest in, the following:

    (a)  the Pledged Shares and the certificates representing the Pledged
         Shares, and all cash, securities, dividends, increases, distributions
         and profits received therefrom or in connection therewith, including
         distributions or payments in partial or complete liquidation or
         redemption, or as a result of reclassifications, readjustments,
         reorganizations or changes in the capital structure of the issuer
         thereof and any other property at any time and from time to time
         received, receivable or otherwise distributed or delivered to
         Noteholders, and all rights and privileges pertaining thereto;


STOCK PLEDGE AGREEMENT                                                   PAGE 4


<PAGE>   5

    (b)  all additional shares of stock of the Issuer from time to time acquired
         by the Borrower in any manner, 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 securities hereafter delivered to the Collateral Agent on behalf of
         the Noteholders in substitution for, or in addition to, any of the
         foregoing, all certificates representing or evidencing such securities,
         and all cash, securities, instruments, documents, dividends, increases,
         distributions and profits received therefrom, and any other property at
         any time and from time to time received by, receivable by or otherwise
         distributed or delivered to the Collateral Agent on behalf of the
         Noteholders in respect of or in exchange for any or all of the property
         described;

    (d)  all subscriptions, warrants, options and any other rights issued now or
         hereafter by the Issuer of the Pledged Shares or any other person
         whatsoever upon or in connection with the Pledged Shares and any part
         of the Pledged Collateral; and

    (e)  all products and proceeds of the foregoing and all general intangibles
         and contract rights related thereto, including without limitation, all
         revenues, distributions, dividends, property, registration rights,
         contract rights and other rights and interests that Borrower is, or may
         hereafter become, entitled to receive on account of any collateral
         described in subsections 2(a) through (e);

(All such Pledged Shares, certificates, securities, instruments, documents,
dividends, increases, distributions, profits, intangibles, contract rights and
other property being herein collectively called the "Pledged Collateral").
Borrower shall forthwith deliver to the Collateral Agent, pursuant to the
Collateral Sharing Agreement, on behalf of the Noteholders, the Pledged
Collateral, all subscriptions, warrants, options and all such other rights, and
upon delivery to the Collateral Agent, on behalf of the Noteholders, the
Collateral Agent on behalf of the Noteholders shall hold such Pledged
Collateral, subscriptions, warrants, options and other rights as additional
collateral pledged to secure the Secured Indebtedness, provided, however, that
if the Majority Holders determine pursuant to the Collateral Sharing Agreement,
that the value of any such subscriptions, warrants, options or other rights
shall terminate, expire or be materially reduced in value by holding the same as
Pledged Collateral, the Collateral Agent, on behalf of the Noteholders, shall
have the right pursuant to the written direction of the Majority Holders (who
have the right, but not the obligation to so direct), to sell or exercise the
same and if exercised, then the monies disbursed by the Collateral Agent on
behalf of the Noteholders in connection therewith shall become part of the
Secured Indebtedness and all of the stock, securities, evidences of indebtedness
and other items so acquired shall become part of the Pledged Collateral;

    To have and to hold the Pledged Collateral, together with all rights,
titles, interests, privileges and preferences appertaining to or incidental
thereto, unto each Noteholder, its successors and assigns, forever, subject,
however, to the terms, covenants and conditions hereafter set forth.

    SECTION 3. COLLATERAL AGENT AS CUSTODIAN. Subject to the Collateral Sharing
Agreement, the Collateral Agent on behalf of the Noteholders shall have physical
possession of the certificates or instruments representing or evidencing the
Pledged Collateral. Borrower agrees that either (at the sole discretion of the
Collateral Agent acting on behalf of and at the written direction of the
Majority Holders) (a) all certificates representing Pledged Shares shall be
registered in the appropriate stock record books in the name of the Collateral
Agent on behalf of the Noteholders or a nominee or nominees of the Collateral
Agent on behalf of such Noteholders and, in either such case such registration
shall reflect that the Collateral Agent is acting as agent on behalf of
Noteholders, or (b) in lieu of presently registering the


STOCK PLEDGE AGREEMENT                                                   PAGE 5


<PAGE>   6

Pledged Collateral in the name of the Collateral Agent on behalf of the
Noteholders or its nominee as provided in clause (a) above, the Borrower will
deposit with the Collateral Agent or Noteholders, as directed, along with the
certificates or instruments representing or evidencing the Pledged Collateral,
duly executed stock powers in favor of the Collateral Agent or its nominee, as
agent for the Noteholders with signatures guaranteed by a member or member
organization of the New York Stock Exchange or by a commercial bank or trust
company acceptable to the transfer agent, and will, at its expense, make such
arrangements with an independent transfer agent, satisfactory to the Collateral
Agent on behalf of the Noteholders, as will require such transfer agent, solely
upon the Collateral Agent's written request, to register the Pledged Collateral
in the name of the Collateral Agent on behalf of the Noteholders or its nominee
as provided in clause (a) above and as may otherwise be satisfactory to the
Collateral Agent in accordance with the terms of the Collateral Sharing
Agreement. In addition, the Collateral Agent shall at all times, as agent for
the Noteholders have the right to exchange certificates or instruments
representing or evidencing the Pledged Collateral for certificates or
instruments of smaller or larger denominations for any purpose consistent with
its performance of this Agreement.

    SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants that, other than as permitted in the Collateral Sharing Agreement:
(a) the Borrower is the legal and equitable owner of the Pledged Collateral free
and clear of all liens, charges, pledges, encumbrances and security interests of
every kind and nature; (b) each Pledged Share has been validly authorized,
issued and is fully paid and nonassessable; (c) the Borrower has good right and
lawful authority to pledge the Pledged Collateral in the manner hereby done or
contemplated; (d) no consent or approval of any governmental body or regulatory
authority, or of any securities exchange, is necessary to effect the validity of
the rights created hereunder which have not been obtained; (e) except for any
financing statement which may have been filed by the Collateral Agent on behalf
of the Noteholders, no financing statement covering the Pledged Collateral or
any part thereof, has been filed with any filing officer; (f) no security
agreement covering the Pledged Collateral, or any part thereof, has been made
and no security interest, other than the one herein created, has attached or
been perfected in the Pledged Collateral or any part thereof; (g) the execution,
delivery and consummation of this Pledge Agreement will not violate the charter
or bylaws of Borrower or any law, regulation, mortgage, indenture, contract,
instrument, judgment or decree applicable to or binding on Borrower or the
Issuer; (h) the Pledged Shares constitute one hundred percent (100%) of the
issued and outstanding voting and nonvoting stock of the Issuer; (i) the
Borrower has held the Pledged Collateral, free and clear of all liens,
encumbrances and debt, and borne the full economic risk thereof since August 31,
1999 and at no time during such period did such Borrower hold any short position
in such securities or option to sell such securities, and at no time during such
period did any member of the Attribution Group (hereinafter defined) hold a
short position in any shares or Securities of the class of any security pledged
as Pledged Collateral hereunder or convertible into such class (hereinafter
referred to as "Class Securities") or an option to sell any such Class
Securities; and (j) the information contained in all forms or other statements
given to the Collateral Agent and/or the Noteholders by Borrower is true,
complete and accurate, and the Borrower will immediately notify the Collateral
Agent on behalf of the Noteholders of any change in such information. The
delivery at any time by Borrower to the Collateral Agent of additional Pledged
Collateral shall constitute a representation and warranty by Borrower that, with
respect to such Pledged Collateral, and each item thereof, the matters
heretofore warranted in clauses (a) through (j) immediately above are true and
correct at, and as if they were made at, the date of such delivery.

   SECTION 5. COVENANTS.

   (a) ADDITIONAL DOCUMENTS AND INFORMATION. Subject to the Collateral Sharing
Agreement, Borrower covenants and agrees to: (1) from time to time promptly
execute and deliver (including at or prior to


STOCK PLEDGE AGREEMENT                                                   PAGE 6



<PAGE>   7

closing) to the Collateral Agent on behalf of the Noteholders all such stock
powers, assignments, certificates, supplemental writings, financing statements
and other items and do all other acts or things as the Collateral Agent on
behalf of the Noteholders may request in order more fully to evidence and
perfect the interest of Noteholders in the Pledged Collateral and to grant the
Collateral Agent on behalf of the Noteholders control of the Pledged Collateral
as set forth in Section 8-106 of the UCC; (2) punctually and properly perform
all of Borrower's covenant and duties under any other security agreement, deed
of trust, collateral pledge agreement or contract of any kind now or hereafter
existing as security for or in connection with payment of the Secured
Indebtedness (to the extent liable thereon) in accordance with the terms hereof
and in accordance with the terms of the Notes; (3) promptly furnish the
Collateral Agent with any information or writings which the Collateral Agent may
reasonably request concerning the Pledged Collateral or the Issuer, including,
without limitation all material nonpublic information and, if applicable, a copy
of Issuer's Form 10-Q filed with the SEC for each fiscal quarter, a copy of the
annual report on Form 10-K, the annual report to stockholders of Issuer,
together with such other information as may be requested by the Collateral Agent
in order to comply, if necessary, with any SEC reporting requirements; (4) allow
the Collateral Agent to inspect all records of Borrower relating to the Pledged
Collateral or to the Secured Indebtedness, and to make and take away copies of
such records; (5) promptly notify the Collateral Agent of any change in any fact
or circumstances warranted or represented by Borrower in this Pledge Agreement
or in any other writing furnished by Borrower to the Collateral Agent in
connection with the Pledged Collateral or the Secured Indebtedness; (6) promptly
notify the Collateral Agent of any claim, action or proceeding affecting title
to the Pledged Collateral, or any part thereof, or the security interest herein,
and, at the request of the Collateral Agent, appear in and defend, at Borrower's
expense, any such action or proceeding; (7) on or before the execution hereof,
deliver all consents and other documents, including of the Issuer, necessary for
the transfer of the Pledged Collateral; and (8) promptly, after being requested
by the Collateral Agent, pay to the Collateral Agent the amount of all
reasonable expenses, including reasonable attorney's fees and other legal
expenses, incurred by the Collateral Agent in perfecting, maintaining and
enforcing the security interest.

    (b) PROCEEDS. Subject to the terms of the Collateral Sharing Agreement,
should the Pledged Collateral, or any part thereof, ever be in any manner
converted by the Issuer into another type of property or any money or other
proceeds ever be paid or delivered to Borrower as a result of Borrower's rights
in the Pledged Collateral, then, in any such event, all such property, money and
other proceeds, except only ordinary cash dividends (unless and until payable to
the Noteholders pursuant to subsection 6(b) hereof), shall become part of the
Pledged Collateral, and shall be delivered to the Collateral Agent on behalf of
the Noteholders by Borrower.

    (c) PERFORMANCE BY NOTEHOLDERS. Should any covenant, duty or agreement of
Borrower fail to be performed in accordance with its terms hereunder, the
Collateral Agent on behalf of the Noteholders may, but shall never be obligated
to, perform or attempt to perform such covenant, duty or agreement on behalf of
Borrower, and any amount expended by the Collateral Agent in such performance or
attempted performance shall become a part of the Secured Indebtedness, and, at
the request of the Collateral Agent, the Borrower agrees to pay such amount
promptly to the Collateral Agent at the Collateral Agent's office in Dallas,
Texas together with interest thereon at the rate provided in the Exchange
Agreement.

    (d) RULE 144. Except as provided below, the Borrower hereby further
covenants and agrees that: (1) it or any person, party or entity with whom it
shall be deemed one "person" for purposes of Rule 144(a)(2) of the SEC ("Rule
144"), or any affiliate of such Borrower, person, party or entity (as the term
"affiliate" is defined in Rule 144(a)(l)) (the Borrower and all such persons,
parties, entities and affiliates being hereinafter collectively referred to as
the "Attribution Group") will not sell or allow the Attribution Group to sell
any Pledged Shares or Class Securities, whether or not such securities are
pledged


STOCK PLEDGE AGREEMENT                                                   PAGE 7


<PAGE>   8

hereunder, from the date hereof until the Secured Indebtedness has been paid in
full and in the event of any such sale consented to by the Collateral Agent, in
compliance with the Collateral Sharing Agreement, will furnish the Collateral
Agent with a copy of any Form 144 filed in respect of such sale; (2) it will
cooperate fully with the Collateral Agent with respect to any sale by the
Collateral Agent of any of the Pledged Collateral, including full and complete
compliance with all requirements of Rule 144 and will give to the Collateral
Agent all information and will do all things necessary, including the execution
of all documents, forms, instruments, and other items, to comply with Rule 144
and any and all other rules, regulations or laws of the United States or the
states thereof, including without limitation the State of North Carolina,
necessary for the complete and unrestricted sale and/or transfer of the Pledged
Collateral and will exercise its best efforts to have the Issuer, upon the
request of the Collateral Agent, publicly disseminate all information required
to satisfy Rule 144(c); (3) neither the Borrower nor the Attribution Group will
hold a short position in such securities from the date hereof until the Secured
Indebtedness is paid in full; and (4) the Borrower intends to cause to be paid
the Secured Indebtedness when due and the pledge to Noteholders of the Pledged
Collateral by the Borrower is a bona fide pledge and not intended by the
Borrower to result in the satisfaction of the indebtedness by the liquidation
and sale of the Pledged Collateral.

    (e) COVENANT REGARDING REGISTRATION. If the Collateral Agent is instructed
as provided herein to exercise the Noteholders' right to sell any or all of the
Pledged Collateral pursuant to Section 7 on behalf of the Noteholders and if, in
the opinion of counsel for the Collateral Agent, it is necessary, or if the
Majority Holders otherwise instruct the Collateral Agent that it is advisable to
have the Pledged Collateral, or that portion thereof to be sold, registered
under the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), the Borrower will, all at the Borrower's expense, cause the Issuer, or of
that portion thereof to be sold, to execute and deliver, and cause the directors
and officers of the Issuer to execute and deliver, all such instruments and
documents and cause such the Issuer's, directors, and officers to do or cause to
be done all such other acts and things as may be necessary or, in Collateral
Agent's opinion, advisable to register the Pledged Collateral, or that portion
thereof to be sold, under the provisions of the Securities Act and to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Collateral, or that portion thereof to be sold and to make all
amendments thereto and/or to the related prospectus that, in the Collateral
Agent's opinion, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the SEC
applicable thereto. The Borrower agrees to cause the Issuer, or that portion
thereof to be sold, to comply with the provisions of the securities or "blue
sky" laws of any jurisdiction that the Collateral Agent shall designate and to
cause the Issuer to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) that will satisfy
the provisions of Section 10(a) of the Securities Act.

    (f) NEGATIVE COVENANTS. Other than as permitted in and subject to the
Collateral Sharing Agreement, the Replacement QIB Pledge Agreement and the Value
Pledge Agreement, Borrower covenants and agrees that, without the prior written
consent of the Majority Holders, Borrower will not: (1) sell, assign or transfer
any rights of Borrower in the Pledged Collateral; (2) grant any options or other
rights in the Pledged Collateral; (3) create any other security interest in,
mortgage, or otherwise encumber the Pledged Collateral, or any part thereof, or
permit the same to be or become subject to any lien, attachment, execution,
sequestration, other legal or equitable process, or any encumbrance of any kind
or character, except the security interest herein created; (4) vote for, or
consent to, any amendment of the articles of incorporation or charter of the
Issuer that might materially adversely affect the value of the Pledged
Collateral; or (5) permit the Issuer of the Pledged Shares to merge or
consolidate with or into any corporation or other person.


STOCK PLEDGE AGREEMENT                                                   PAGE 8


<PAGE>   9

   SECTION 6. VOTING RIGHTS; DIVIDENDS, ETC., PRIOR TO DEFAULT

   (a) RIGHTS PRIOR TO DEFAULT. Subject to the Collateral Sharing Agreement, as
long as no Event of Default, or event which with the giving of notice or lapse
of time or both would constitute an Event of Default shall have occurred after
the date hereof and be continuing, and the Collateral Agent shall not have given
written notice to Borrower of its intention to foreclose upon or otherwise
dispose of the Pledged Collateral or to exercise the Noteholders voting rights
(in conformance with the Collateral Pledged Agreement) pertaining to the Pledged
Collateral:

    (1)  the Borrower shall be entitled to exercise any and all voting and/or
         consensual rights and powers relating or pertaining to the Pledged
         Collateral or any part thereof for any purpose not inconsistent with
         the terms of this Agreement; provided, however, that the Borrower shall
         not exercise or refrain from exercising any such right or power if such
         action would have a material adverse effect on the value of the Pledged
         Collateral or any part thereof;

    (2)  the Borrower shall be entitled to receive, retain and expend or use in
         its business any and all ordinary cash dividends payable on the Pledged
         Collateral, but any and all stock and/or liquidating dividends,
         distributions in property, returns of capital or other distributions
         made on or in respect of the Pledged Collateral, whether resulting from
         a subdivision, combination or reclassification of the outstanding
         capital stock of the Issuer or received in exchange for Pledged
         Collateral or any part thereof or as a result of any merger,
         consolidation, acquisition or other exchange of assets to which the
         Issuer may be a party or otherwise, and any and all cash and other
         property received in exchange for the Pledged Collateral or received in
         payment of the principal of or in redemption of the Pledged Collateral
         (either at maturity, upon call for redemption or otherwise), shall be
         and become part of the Pledged Collateral pledged hereunder and, if
         received by the Borrower, shall be held in trust for the benefit of the
         Noteholders and forthwith be delivered to the Collateral Agent on
         behalf of the Noteholders (accompanied by proper instruments of
         assignment and/or stock powers executed by the Borrower in accordance
         with the Noteholders' instructions) to be held subject to the terms of
         this Agreement; and

    (3)  the Collateral Agent shall, as agent for the Noteholders, execute and
         deliver (or cause to be executed and delivered) to the Borrower all
         such proxies, powers of attorney, dividend orders, and other
         instruments as the Borrower may request for the purpose of enabling the
         Borrower to exercise the voting and/or consensual rights and powers
         which it is entitled to exercise pursuant to subsection (1) above
         and/or to receive the dividends which it is authorized to receive and
         retain pursuant to subsection (2) above.

   (b) TERMINATION OF RIGHTS. Subject to the Collateral Sharing Agreement, upon
(1) the occurrence after the date hereof of an Event of Default or any event
which with the giving of notice or the lapse of time or both would constitute an
Event of Default, and (2) the giving of written notice by the Collateral Agent
on behalf of the Noteholders to Borrower of its intention to (A) foreclose upon
or otherwise dispose of the Pledge Collateral or (B) exercise the Noteholders'
voting rights pertaining to the Pledged Collateral, all rights of the Borrower
to exercise the voting and/or consensual rights and powers which it is entitled
to exercise pursuant to subsection 6(a)(l) hereof and/or to receive the
dividends which it is authorized to receive and retain pursuant to subsection
6(a)(2) hereof shall cease, at the option of the Collateral Agent on behalf of
the Noteholders, and all such rights shall thereupon become vested in the
Noteholders, to be exercised by the Collateral Agent, which Collateral Agent
shall have the sole and exclusive right and authority to exercise such voting
and/or consensual rights and powers and/or to receive and retain the dividends
which the Borrower would otherwise be authorized to retain pursuant to


STOCK PLEDGE AGREEMENT                                                   PAGE 9


<PAGE>   10

subsection 6(a)(2) hereof. Further, the Collateral Agent on behalf of the
Noteholders shall have the right upon the occurrence of an Event of Default, to
notify and direct the Issuer of the Pledged Collateral to thereafter make all
payments, distributions, dividends and any other distributions payable in
respect thereof directly to the Collateral Agent. The Issuer shall be fully
protected in relying on the written statement of the Collateral Agent that the
Noteholders hold a security interest which entitles the Collateral Agent to
receive such payments and distributions. Any and all money and other property
paid over to or received by the Collateral Agent pursuant to the provisions of
this subsection (b) shall be retained by the Collateral Agent as additional
Pledged Collateral hereunder and may be applied (and upon the Borrower's written
request all cash shall promptly be applied) in accordance with the provisions
hereof.

   SECTION 7. RIGHTS AND REMEDIES OF NOTEHOLDERS UPON AND AFTER DEFAULT.

   (a) REMEDIES. Subject to the terms of the Indenture, the Value Notes and the
Collateral Sharing Agreement, upon the occurrence of an Event of Default, in
addition to any and all other rights and remedies which the Noteholders may then
have hereunder, under other contracts or agreements between Borrower and
Noteholders, under applicable law, or otherwise, the Collateral Agent may, at
its option, after being notified by the Trustee of the occurrence of such an
Event of Default; (1) foreclose or otherwise enforce the Noteholders security
interest in all or any part of the Pledged Collateral by any available judicial
procedure; (2) after notification, if any, expressly provided for herein, sell
or otherwise dispose of, at the office of the Collateral Agent, or elsewhere, as
chosen by the Collateral Agent, all or any part of the Pledged Collateral, and
any such sale or other disposition may be as a unit or in parcels, by public or
private proceedings, and by way of one or more contracts, (it being agreed that
the sale of any part of the Pledged Collateral shall not exhaust the Collateral
Agent's power of sale (as exercised by the Collateral Agent), but sales may be
made from time to time until all of the Pledged Collateral has been sold or
until the Secured Indebtedness has been paid in full, provided, however that the
Collateral Agent shall have no obligation to sell the Pledged Collateral
piecemeal, it being specifically acknowledged that a sale of all of the Pledged
Collateral to one purchaser in a single transaction shall be conclusively
presumed to be commercially reasonable), and at any such sale it shall not be
necessary to exhibit the Pledged Collateral; (3) at its discretion, and if
consented to by the Majority Holders, retain the Pledged Collateral in
satisfaction of the Secured Indebtedness whenever the circumstances are such
that Noteholders are entitled to do so under the Code; (4) apply by appropriate
judicial proceedings for appointment of a receiver for the Pledged Collateral,
or any part thereof, and Borrower hereby consents to any such appointment; (5)
exercise the rights set forth in Section 7 hereof in accordance with the Code;
(6) purchase the Pledged Collateral at any public sale in accordance with the
Code; and (7) purchase the Pledged Collateral at any private sale in accordance
with the Code.

   (b) SALE OF PLEDGED COLLATERAL. Subject to the Collateral Sharing Agreement,
the Collateral Agent is authorized, at any sale of the Pledged Collateral, if it
deems it advisable, to restrict the prospective bidders or purchasers to those
persons who will represent and agree that they are purchasing for their own
account, for investment, and not with a view to distribution or sale of any of
the Pledged Collateral. Upon any such sale, the Collateral Agent shall have the
right to deliver, assign, and transfer to the purchaser thereof the Pledged
Collateral so sold. Each purchaser at any such sale shall hold the property sold
absolutely, free from any claim or right of whatsoever kind, including any
equity or right of redemption, of Borrower which hereby specifically waives all
rights of redemption, stay, or appraisal which it has or may have under any rule
of law or statute now existing or hereafter adopted, and such waiver shall be
deemed to have been made after default. The Collateral Agent shall give Borrower
ten days' written notice of its intention to make any such public or private
sale or sale at broker's board or on a securities exchange. Such notice, in case
of sale at broker's board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Pledged
Collateral, or that portion


STOCK PLEDGE AGREEMENT                                                   PAGE 10


<PAGE>   11

thereof so being sold, which will first be offered for sale at such board or
exchange. The Collateral Agent shall have no obligation to disclose or provide
any information concerning the Issuer to prospective purchasers of the Pledged
Collateral other than information in its possession at such time and Borrower
agrees and acknowledges that it shall be commercially reasonable for any notices
of any such sale, published or otherwise to specifically so state. At any such
sale the Pledged Collateral may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may elect, and any such election shall be
presumed to be commercially reasonable. The Collateral Agent shall not be
obligated to make any such sale pursuant to any such notice. The Collateral
Agent may, without notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. In case of any sale of all or any part of
the Pledged Collateral on credit or for future delivery, the Pledged Collateral
so sold may be retained by the Collateral Agent until the selling price is paid
by the purchaser thereof, but the Collateral Agent shall not incur any liability
in case of the failure of such purchaser to take and pay for the Pledged
Collateral so sold, and, in case of any such failure, such Pledged Collateral
may again be sold upon like notice. The Collateral Agent may also, at its
discretion, proceed by a suit or suits at law, or in equity to foreclose the
pledge and sell the Pledged Collateral, or any portion thereof, under a judgment
or decree of a court or courts of competent jurisdiction. If any consent,
approval or authorization of any state municipal or other governmental
department, agency or authority should be necessary to effectuate any salt or
other disposition of the Pledged Collateral, or any part disposition of the
Pledged Collateral, or any part thereof, Borrower will execute all such
applications and other instruments as may be required in connection with
securing any such consent, approval or authorization, and will otherwise use its
best efforts to secure the same.

   (c) POSSIBLE RESTRICTIONS ON SALE OF PLEDGED COLLATERAL. Subject to the
Collateral Sharing Agreement, because of the Securities Act, as amended, or any
other applicable laws or regulations, there may be legal restrictions or
limitations affecting the Collateral Agent in any attempts to dispose of certain
portions of the Pledged Collateral in the enforcement of rights and remedies
granted the Noteholders hereunder. For these reasons the Collateral Agent is
hereby authorized by Borrower, but not obligated, in the event of any Event of
Default hereunder giving rise to the Collateral Agent's right on behalf of the
Noteholders to sell or otherwise dispose of the Pledged Collateral, and after
the giving of any notices required herein, to sell all or any part of the
Pledged Collateral at private sale, subject to an investment letter or in any
other manner which will not require the Pledged Collateral, or any part thereof,
to be registered in accordance with the Securities Act, as amended, or other
applicable rules and regulations promulgated thereunder, or any other law or
regulation at the best price reasonably obtainable by the Collateral Agent at
any such private sale or other disposition in the manner mentioned above and
Borrower specifically acknowledges that any such disposition shall be
commercially reasonable under the Code. The Collateral Agent is also hereby
authorized by Borrower, but not obligated, to take such actions, give such
notices, obtain such consents, and do such other things as Borrower may deem
required or appropriate in the event of a sale or disposition of any of the
Pledged Collateral. Borrower clearly understands that the Collateral Agent may
at its discretion approach a restricted number of potential purchasers and that
a sale under such circumstances may yield a lower price for the Pledged
Collateral, or any part or parts thereof, than would otherwise be obtainable if
same were registered and sold in the open market. Borrower agrees (1) in the
event the Collateral Agent shall, upon an Event of Default, sell the Pledged
Collateral, or any portion thereof, at such private sale or sales, the
Collateral Agent shall have the right to rely upon the advice and opinion of any
member firm of the National Security Exchange as to the best price reasonably
obtainable upon such private sale thereof, and (2) that such reliance shall be
conclusive evidence that the Collateral Agent handled such matter in a
commercially reasonable manner under the Code.


STOCK PLEDGE AGREEMENT                                                   PAGE 11


<PAGE>   12

    (d) NOTIFICATION. Subject to the Collateral Sharing Agreement, reasonable
notification of the time and place of any public sale of the Pledged Collateral,
or reasonable notification of the time after which any private sale or other
intended disposition of the Pledged Collateral is to be made, shall be sent to
Borrower and to any other person entitled under the Code to notice; provided,
that if the Pledged Collateral threatens to decline quickly in value or is of a
type customarily sold on a recognized market, the Collateral Agent may sell or
otherwise dispose of the Pledged Collateral without notification, advertisement
or other notice of any kind. It is agreed that notice sent or given not less
than ten calendar days prior to the taking of the action to which the notice
relates is reasonable notification and notice for the purpose of this agreement.

    (e) APPLICATION OF PROCEEDS. Subject to the Collateral Sharing Agreement,
upon the maturity of any instrument evidencing the Secured Indebtedness or any
part thereof, whether such maturity be by such terms of such instruments or
through the exercise of any power of acceleration, the Collateral Agent is
authorized and empowered to apply any and all funds realized from the sale of
the Pledged Collateral not previously credited against the Secured Indebtedness
first toward the payment of the costs, charges and expenses, if any, incurred in
the collection of such funds hereunder, and then toward the payment (in such
order as the Collateral Agent shall elect) of the Secured Indebtedness, and
shall pay any balance remaining as set forth in the Collateral Sharing
Agreement.

    (f) NOTICES. In the event that any notice is required to be given to
Borrower with respect to any sale or liquidation of the Pledged Collateral or
any other action by the Collateral Agent, any notice addressed to Borrower at
such address as set forth pursuant to Section 1.5 of the Indenture, postage
prepaid, deposited in the United States mail ten (10) days prior to the date of
any such intended action shall be deemed to be a sufficient and commercially
reasonable notice. Nothing contained herein shall prevent the Collateral Agent
from giving notice in any other manner which is considered reasonable.

    SECTION 8. AUTHORITY OF THE COLLATERAL AGENT. Subject to the Collateral
Sharing Agreement, the Collateral Agent shall have and be entitled to exercise
all such powers hereunder as are specifically delegated to the Collateral Agent
on behalf of the Noteholders by the terms hereof, together with such powers as
are reasonably incidental thereto. The Collateral Agent may execute any of its
duties hereunder by or through subagents or employees and shall be entitled to
retain counsel and to act in reliance upon the advice of such counsel concerning
all matters pertaining to said duties. The Collateral Agent and any director,
officer or employee of the Collateral Agent shall not be liable for any action
taken or omitted to be taken by them or any of them hereunder or in connection
herewith, except for their own gross negligence or willful misconduct; nor shall
the Collateral Agent be responsible for the validity, effectiveness or
sufficiency hereof or of any document or security furnished pursuant hereto or
in connection herewith. The Collateral Agent shall be entitled to rely on any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons. The Borrower
hereby agrees to reimburse the Collateral Agent, on demand, for all reasonable
expenses incurred by it in connection with the administration and enforcement of
this Agreement and agrees to indemnify and hold the Collateral Agent harmless
from and against any and all liability incurred by it hereunder or in connection
herewith, unless such liability shall be due to willful misconduct or gross
negligence on the part of the Collateral Agent, other than the exercise of
reasonable care in the physical custody of the Pledged Collateral while held by
the Collateral Agent. The Collateral Agent shall have no responsibility for or
obligation or duty with respect to all or any part of the Pledged Collateral or
any matter or proceeding arising out of or relating thereto, including, without
limitation, any obligation or duty to collect any sums due in respect thereof or
to protect or preserve any rights against prior parties or any other rights
pertaining thereto, it being understood and agreed that Borrower shall be
responsible generally for the preservation of all rights in the Pledged
Collateral. Without limiting the generality of the


STOCK PLEDGE AGREEMENT                                                   PAGE 12



<PAGE>   13

foregoing, the Collateral Agent shall be conclusively deemed to have exercised
reasonable care in the custody of the Pledged Collateral if the Collateral Agent
takes such action, for purposes of preserving rights in the Pledged Collateral,
as the Borrower or Noteholders may reasonably request in writing, but no failure
or omission or delay by the Collateral Agent in complying with any such request
by Borrower or Noteholders, and no refusal by the Collateral Agent to comply
with any such request by Borrower or Noteholders shall be deemed to be a failure
to exercise reasonable care.

    SECTION 9. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. The Borrower hereby
appoints the Collateral Agent the Borrower's attorney-in-fact for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instrument which the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Collateral Agent shall have the right and power, except and to the extent
otherwise provided in subsection 6(a)(2), to receive, endorse and collect all
checks and other orders for the payment of money made payable to the Borrower
representing any dividend or other distribution payable or distributable in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.

    SECTION 10.   CERTAIN RIGHTS BEFORE AND AFTER AN EVENT OF DEFAULT.

    (a) THE COLLATERAL AGENT'S RESPONSIBILITY FOR PLEDGED COLLATERAL. The
Collateral Agent shall have no duty to fix or preserve rights against prior
parties to the Pledged Collateral, and shall never be liable for its failure to
use diligence to collect any amount payable with respect to the Pledged
Collateral, but shall be liable only to account to Borrower for what it may
actually collect or receive thereon. If the Pledged Collateral declines in
value, Borrower will, upon demand by the Collateral Agent, deliver to the
Collateral Agent on behalf of the Noteholders, to become part of the Pledged
Collateral, additional property satisfactory to the Collateral Agent.

     (b) FEE FOR STATEMENTS. Except as otherwise provided by law, the Collateral
Agent may charge Borrower a reasonable fee for the Collateral Agent furnishing a
statement of account or list of Pledged Collateral.

    (c) FINANCING STATEMENT. The Collateral Agent, on behalf of the Noteholders
shall have the right at any time to execute and file this agreement as a
financing statement, but the failure to do so shall not impair the validity or
enforceability of this Agreement.

    (d) USURY. All agreements between Borrower and the Noteholders, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of demand or acceleration of the Final
Maturity Date, as that term is defined in the Notes, or otherwise, shall the
interest contracted for, charged, received, paid or agreed to be paid to
Noteholders exceed the maximum amount permissible under the laws of the State of
New York (hereinafter the "Applicable Law"). If, from any circumstance
whatsoever, interest would otherwise be payable to Noteholders in excess of the
maximum amount permissible under the Applicable Law, the interest payable to
Noteholders shall be reduced to the maximum amount permissible under the
Applicable Law, and if from any circumstance Noteholders shall ever receive
anything of value deemed interest by the Applicable Law in excess of the maximum
amount permissible under the Applicable Law, an amount equal to the excessive
interest shall be applied to the reduction of the principal hereof and not to
the payment of interest, or if such excessive amount of interest exceeds the
unpaid balance of principal hereof, such excess shall be refunded to Borrower.
All interest paid or agreed to be paid to Noteholders shall, to the extent
permitted by the Applicable Law, be amortized, prorated, allocated and


STOCK PLEDGE AGREEMENT                                                   PAGE 13



<PAGE>   14

spread throughout the full period (including any renewal or extension) until
payment in full of the principal so that the interest hereon for such full
period shall not exceed the maximum amount permissible under the Applicable Law.
The Noteholders expressly disavow any intent to contract for, charge or receive
interest in an amount which exceeds the maximum amount permissible under the
Applicable Law. This paragraph as well as similar paragraphs as set forth in the
Notes and the Exchange Agreement shall control all agreements between Borrower
and Noteholders. This paragraph shall inure to the benefit of the Collateral
Agent.

    (e) DISCLOSURE. The Collateral Agent is granted the right to discuss
Borrower's affairs, finances and accounts with all parties to such degree as the
Collateral Agent deems necessary or advisable to protect the Noteholders'
security interests and/or the repayment of the Secured Indebtedness. The
Borrower covenants to do all things necessary or appropriate to permit the
Collateral Agent to fully exercise its rights under this paragraph.

    (f) DEPOSIT OF PROCEEDS. Except as expressly prescribed above, all payments
received by the Collateral Agent with respect to the Pledged Collateral shall,
at the Collateral Agent's option, be deposited in a special interest bearing
account at a bank (which may be, but need not be, a trust account or escrow
account maintained at the Collateral Agent) to be designated by the Collateral
Agent in the name of the Noteholders styled "Collateral Account." Funds in said
account are hereby assigned to the Collateral Agent on behalf of the Noteholders
and shall be impressed with a lien to secure the Secured Indebtedness, and shall
be applied by the Collateral Agent as provided for above.

    (g) PAYMENT OF EXPENSES. Subject to the terms of the Collateral Sharing
Agreement, at the Collateral Agent's option, the Collateral Agent may discharge
taxes, liens and interest, perform or cause to be performed, for and on behalf
of the Borrower, any actions and conditions, obligations or covenants which the
Borrower has filed or refused to perform and may pay for the repair, maintenance
or preservation of any of the Pledged Collateral, and all sums so expended,
including, but not limited to, attorneys' fees, court costs, agents' fee or
commissions, or any other costs or expenses, shall become part of the Secured
Indebtedness, shall bear interest from the date of payment at the highest legal
rate and shall be payable at the place designated for payment of the Secured
Indebtedness and shall be secured by this Agreement.

    SECTION 11. CUMULATIVE RIGHTS AND REMEDIES. Subject to the terms of the
Collateral Sharing Agreement, all rights and remedies of Collateral Agent and
the Noteholders hereunder are cumulative of each other and of every other right
or remedy which Collateral Agent and the Noteholders may otherwise have at law
or in equity or under any other contract or other writing for the enforcement of
the security interest herein or the collection of the Secured Indebtedness, and
the exercise by the Collateral Agent on behalf of the Noteholders of one or more
rights or remedies shall not prejudice or impair the concurrent or subsequent
exercise of other rights or remedies. Should the Borrower have heretofore
executed or hereafter execute any other security agreement in favor of the
Noteholders in which a security interest is created as security for the debts of
another or others, in respect of which Borrower may not be personally liable,
the security interest therein created and all other rights, powers and
privileges vested in the Noteholders by the terms thereof shall exist
concurrently with the security interest created herein, and, in addition, all
property in which the Noteholders hold a security interest under any such other
security agreement shall also be part of the Pledged Collateral hereunder, and
all or any part of the proceeds of the sale or other disposition of such
property may, in the discretion of the Collateral Agent on behalf of the
Noteholders, be applied by it in accordance with the terms hereof, and of such
other security agreement, or agreements, or any of them.


STOCK PLEDGE AGREEMENT                                                   PAGE 14


<PAGE>   15

    SECTION 12. ASSIGNABILITY OF RIGHTS, ETC. Subject to the terms of the
Collateral Sharing Agreement, the rights, powers and interest held by the
Collateral Agent and a Noteholder hereunder, together with the Pledged
Collateral, may be transferred and assigned by the Collateral Agent and such
Noteholder in whole or in part, at such time and upon such terms as it may deem
advisable.

    SECTION 13. NO WAIVER. Should any part of the Secured Indebtedness be
payable in installments, the acceptance by the Collateral Agent or the
Noteholders at any time and from time to time of part payment of the aggregate
amount of all installments then matured shall not be deemed to be a waiver of
the default then existing. No waiver by the Collateral Agent or the Noteholders
of any default shall be deemed to be a waiver of any other subsequent default,
nor shall any such waiver by the Collateral Agent or the Noteholders be deemed
to be a continuing waiver. No delay or omission by the Collateral Agent on
behalf of the Noteholders in exercising any right or power hereunder, or under
any other writings executed by the Borrower as security for or in connection
with the Secured Indebtedness, shall impair any such right or power or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such right or power preclude other or further
exercise thereof, or the exercise of any other right or power of the Noteholders
hereunder or under such other writings. No action or omission of the Collateral
Agent or the Noteholders shall constitute a waiver by the Collateral Agent or
the Noteholders of any rights or remedies hereunder.

    SECTION 14. SUBROGATION. Subject to the Collateral Sharing Agreement, if the
Secured Indebtedness, or any part thereof, be given in renewal or extension, or
applied toward the payment, of indebtedness secured by mortgage, pledge,
security agreement or other lien, Noteholders shall be, and are hereby
subrogated to all of the rights, titles, security interests and other liens
securing the indebtedness so renewed, extended or paid.

    SECTION 15. SECURITY INTEREST ABSOLUTE. Subject to the terms of the
Collateral Sharing Agreement, all rights of the Collateral Agent and the
Noteholders hereunder and the interest and all obligations of the Borrower
hereunder shall be absolute and unconditional irrespective of:

    (a) any lack of validity or enforceability of the Exchange Agreement or any
other agreement or instrument relating to the Exchange Agreement;

    (b) any change in the time, manner or place of payment of, or in any other
term of, the Exchange Agreement, or any renewal or extension of the Exchange
Agreement or any other amendment or waiver of or any consent to any departure
from this Pledge Agreement or any other agreement or instrument;

    (c) any sale, exchange, release or nonperfection of any of the Pledged
Collateral, or any release of any guarantor or any person liable in any manner
for the collection of the Notes, or any amendment or waiver of or consent to or
departure from any guaranty or the Exchange Agreement; or

    (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower in respect of the Exchange
Agreement.

    SECTION 16. MARSHALING. The Collateral Agent on behalf of the Noteholders
shall not be required to make any demand upon, or pursue or exhaust any of its
rights or remedies against, the Borrower or any guarantor, Borrower or any other
person with respect to the payment of the Notes or to pursue or exhaust any of
its rights or remedies with respect to any Pledged Collateral therefore or any
direct or indirect guarantee thereof or insurance with respect thereto. The
Collateral Agent on behalf of the Noteholders shall not be required to marshal
the Pledged Collateral or any guarantee of the Notes or


STOCK PLEDGE AGREEMENT                                                   PAGE 15



<PAGE>   16

to resort to the Pledged Collateral or any such guarantee in any particular
order, and all of its rights hereunder or under any other related documents,
including the Exchange Agreement and the Notes, shall be cumulative. To the
extent it may lawfully do so, the Borrower absolutely and irrevocably waives and
relinquishes the benefit and advantage of, and covenants not to assert against
the Collateral Agent on behalf of the Noteholders, any valuation, stay,
appraisement, extension, redemption or similar laws now or hereafter existing
which, but for this provision, might be applicable to the sale of any Pledged
Collateral made under the judgment, order or decree of any court, or privately
under the power of sale conferred by this Pledge Agreement, or otherwise.
Without limiting the generality of the foregoing, the Borrower: (a) agrees that
it will not invoke or utilize any law which might prevent, cause a delay in or
otherwise impede the enforcement of the rights of the Collateral Agent on behalf
of the Noteholders in the Pledged Collateral; (b) waives all such laws; and (c)
agrees that it will not invoke or raise as a defense to any enforcement by the
Collateral Agent on behalf of the Noteholders of any rights and remedies
relating to the Pledged Collateral or the Notes, any legal or contractual
requirement with which Noteholders may have in good faith failed to comply. In
addition, Borrower waives any right to prior notice (except to the extent
expressly required by the other provisions of this Pledge Agreement) or judicial
hearing in connection with foreclosure on or disposition of any Pledged
Collateral, including any such right which Borrower would otherwise have under
the Constitution of the United States of America, any state or territory thereof
or any other jurisdiction. Borrower hereby waives and releases to the fullest
extent permitted by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder.

    SECTION 17. CONTINUING SECURITY INTEREST. The Borrower shall not assign or
otherwise transfer this Pledge Agreement or any interest herein without the
Collateral Agent's prior written consent. This Pledge Agreement shall create a
continuing security interest in the Pledged Collateral and shall: (a) remain in
full force and effect until the final payment in full of all amounts payable
under the Notes and the other Secured Indebtedness; (b) bind the Borrower, its
successors and permitted assigns; and (c) inure to the benefit of the
Noteholders and their successors, transferees and assigns.

    SECTION 18. BINDING EFFECT. This Agreement shall be binding on the Borrower
and the Borrower's successors and assigns and shall inure to the benefit of
Noteholders, their successors and assigns.

    SECTION 19. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

    SECTION 20. COLLATERAL AGENT. The Borrower hereby appoints the Collateral
Agent its agent for the purpose of retaining physical possession of the
Collateral, which may be held (in the discretion of the Collateral Agent) in the
name of the Borrower, endorsed or assigned in blank or in favor of the
Collateral Agent or its nominee and for purposes of exercising other rights and
remedies, as set forth in the Collateral Sharing Agreement. The Collateral Agent
(and not the Noteholders) shall exercise all rights and remedies granted the
Noteholders herein. All rights granted the Noteholders herein shall be subject
to and governed by the Collateral Sharing Agreement.


STOCK PLEDGE AGREEMENT                                                   PAGE 16


<PAGE>   17

    EXECUTED in New York, New York, on the date first above stated.

                                  ALTIVA FINANCIAL CORPORATION:

                                  By: /s/ EDWARD B. MEYERCORD
                                     -----------------------------------------
                                  Name: Edward B. Meyercord
                                       ---------------------------------------
                                  Title: Chief Executive Officer
                                        --------------------------------------


Acknowledged:

                                  UNITED STATES TRUST COMPANY OF
                                  NEW YORK, as Collateral Agent for the
                                  Noteholders

                                  By: /s/ GLENN E. MITCHELL
                                     -----------------------------------------
                                  Name: Glenn E. Mitchell
                                       ---------------------------------------
                                  Title: Vice President
                                        --------------------------------------


STOCK PLEDGE AGREEMENT                                                   PAGE 17