Share Pledge Agreement Dated October 14, 1998

ACT MANUFACTURING, INC.


AND


THE CHASE MANHATTAN BANK


SHARE PLEDGE AGREEMENT


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dated as of 14 October, 1998


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


Arthur Cox
Earlsfort Centre
Earls fort Terrace
Dublin 2


WJ1331/MdeC-C 12/10/98


THIS PLEDGE AGREEMENT, dated as of October, 14, 1998, is made between


ACT MANUFACTURING, INC. (the "Pledgor") of the one part, and
-------


THE CHASE MANHATTAN BANK ("Chase"), individually and as collateral agent for
----- the Lenders under the Credit Agreement defined below, having an address at One Chase Square, Rochester, New York 14643 (the "Collateral Agent" and together
---------------- with the Lenders, the "Secured Parties") of the other part.
---------------


WHEREAS, the Pledgor is entering into a Credit Agreement of even date herewith (as the same may be modified, amended, supplemented or restated from time to time, the "Credit Agreement"), with Chase, as administrative, documentation,
---------------- collateral and syndication agent, and the Lenders from time to time parties thereto; and


WHEREAS, in connection with the execution and delivery of the Credit Agreement, the Collateral Agent has requested that the Pledgor, and the Pledgor has agreed to, enter into this Pledge Agreement (this "Pledge Agreement"), pursuant to
---------------- which the Pledgor is pledging and granting a security interest in the Pledged Collateral (as hereinafter defined) in favour of the Collateral Agent for the benefit of the Secured Parties.


NOW IT IS HEREBY AGREED that in consideration of the willingness of the Secured Parties to enter into the Credit Agreement and of the Lenders to agree, subject to the terms and conditions set forth therein, and at the request of the Pledgor to make the Loans and issue Letters of Credit to the Borrower pursuant thereto, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:


1. Defined Terms
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Except as otherwise expressly defined herein, all capitalized terms shall
have the meanings ascribed to them in the Credit Agreement.


2. Security Interest
-----------------


The Pledgor hereby deposits with, and pledges to. the Collateral Agent for
itself and for the benefit of the other Secured Parties:


(a) the shares of capital stock listed on Schedule I hereto (the "Pledged
---------- -------
Stock") of the companies listed on Schedule I hereto (the
----- ----------
"Companies"),
---------
(b) the instruments, agreements and other documents in favour of the
Pledgor listed on Schedule II hereto (the "Pledged Debt Documents");
----------------------
and


(c) any and all other additional investment property, securities,
instruments and chattel


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paper which may from time to time be pledged by the Pledgor to the
Collateral Agent for the benefit of the Secured Parties (the Pledged
Stock, the Pledged Debt Documents and all other additional investment
property, securities, instruments and chattel paper are sometimes
herein referred to collectively as the "Pledged Collateral");


and the Pledgor hereby grants to the Collateral Agent for itself and for
the benefit of the other Secured Parties a security interest in all of
the Pledged Collateral as security for the due and punctual payment and
performance of the Secured Obligations described in Section 3 hereof.


3. Secured Obligations
-------------------
The pledge and security interest hereby granted shall secure the due and
punctual payment and performance of the following liabilities and
obligations of the Pledgor (herein called the "Secured Obligations"):


(a) The principal of and premium, if any, and interest on, and fees,
charges and other amounts due in respect of the Loans;


(b) Any and all other obligations of the Pledgor to the Secured Parties
under the Credit Agreement or under any agreement or instrument
relating thereto, all as amended from time to time, including without
limitation any Interest Rate Protection Agreements; and


(c) Any and all other obligations and Indebtedness of the Pledgor to the
Secured Parties or any of them, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter
arising, including without limitation any and all other fees,
premiums, and penalties owing by the Pledgor to the Secured Parties or
any of them.


4. Special Warranties and Covenants of the Pledgor
-----------------------------------------------


The Pledgor hereby warrants and covenants to the Secured Parties that:


(a) The Pledged Collateral is duly and validly pledged with the Secured
Parties;


(b) The Pledgor has good title to the Pledged Collateral, free and clear
of all Liens of every nature whatsoever except as expressly set forth
or permitted under the Credit Agreement;


(c) All of the Pledged Stock has been duly and validly issued and is fully
paid;


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(d) If any additional shares of capital stock of any class of the
Companies or if any promissory notes of the Companies or other
securities of the Companies are acquired by any Pledgor after the date
hereof, the same shall constitute Pledged Collateral and shall be
deposited and pledged with the Collateral Agent for itself and for the
benefit of the other Secured Parties as provided in Section 2 hereof
simultaneously with such acquisition. The Pledgor will promptly notify
the Collateral Agent of the date and amount of any loans made from
time to time by any Pledgor to the Companies as permitted by the
Credit Agreement;


(e) The Pledgor will not sell, convey or otherwise dispose of any of the
Pledged Collateral, nor will the Pledgor create, incur or permit to
exist any Lien whatsoever with respect to any of the Pledged
Collateral or the proceeds thereof, other than Liens on or in the
Pledged Collateral created hereby or which are otherwise required or
permitted under the Credit Agreement;


(f) The Pledgor will not consent to or approve the issuance of any
additional shares of capital stock of any class of the Companies,
except for the issuance of additional shares of capital stock to a
Pledgor as permitted by and in accordance with the terms of the Credit
Agreement, provided that any such additional shares of capital stock
shall be deposited and pledged with the Collateral Agent for itself
and for the benefit of the other Secured Parties simultaneously with
such issuance as provided in Section 2 hereof;


(g) The Pledged Debt Documents evidence the amount of outstanding
indebtedness for money borrowed of the respective issuers thereof
indicated on Schedule II hereto; and
-----------


(h) If any additional instruments, agreements or other documents are
acquired by any Pledgor evidencing any additional indebtedness owing
to such Pledgor, the same shall constitute a part of the Pledged Debt
Documents and Pledged Collateral and shall be deposited and pledged
with the Collateral Agent for itself and for the benefit of the other
Secured Parties as provided in Clause 2 hereof simultaneously with
such acquisition. The Pledgor will promptly notify the Collateral
Agent of any loans made from time to time by such Pledgor as permitted
by the Credit Agreement.


5. Distributions
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In case, upon the dissolution, winding up, liquidation or reorganization of
the Companies whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshaling
of the assets and liabilities of the Companies or otherwise, any sum shall
be paid or any property shall be distributed upon or with respect to any of
the Pledged Collateral, such sum shall be paid over to the


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Collateral Agent as collateral security for the Secured Obligations. In
case any stock dividend shall be declared on any of the Pledged Collateral,
or any share of stock or fraction thereof shall be issued pursuant to any
stock split involving any of the Pledged Collateral, or any distribution of
capital (excluding ordinary cash dividends) shall be made on any of the
Pledged Collateral, or any property shall be distributed upon or with
respect to the Pledged Collateral pursuant to recapitalization or
reclassification of the capital of the Companies, the shares or other
property so distributed shall be delivered to the Collateral Agent to be
held as collateral security for the Secured Ob ...