Share Pledge Agreement

WHEREAS:


A. The Pledgees have made available to Freedom a USD 27,500,000 million
revolving credit facility dated 26 May 1994 and certain term loan
facilities aggregating USD 84,500,000.


B. By an amendment to the aftersaid amended and restated revolving credit
and term loan agreement dated as of 9 January 1995 (such agreement as
from time to time amended, varied, cancelled, restated, supplemented or
novated being herein referred to as the "Agreement") Freedom and the
Pledgees have extended the facilities to a USD 42,500,000 million revolv-
ing credit and a USD 85,500,000 term loan facility to enable Freedom and
Hilton to form a German subsidiary to purchase certain assets in Germa-
ny.


C. Freedom and Hilton have agreed in return to grant certain security as more
detailed herein in respect of their respective obligations under and with
respect to the Agreement.


NOW IT IS AGREED as follows:


1. Pledged Share(s)


(a) The Pledgors are the sole shareholders of Freedom Chemical Diamalt
GmbH - before change of name Vilicius Vier Vermogensverwaltung GmbH
- (the "Company"), a German company with limited liability with
business address at Georg-Reismuller-Str. 32, 80999 Munchen,
Federal Republic of Germany, which is registered in the Commercial
Register of the Local Court of Frankfurt am Main under No. HRB
37781.


(b) The total stated share capital of the Company amounts to DM 50,000
(in words: fifty thousand), consisting of two shares in the nominal
amount of DM 25,000 and DM 500 (the "Freedom Shares") held by
Freedom and one share in the nominal amount of DM 24,500 held by
Hilton (the "Hilton Share"). By shareholders' resolution of 11
January 1995, notarized before the notary public Dr. Richard
Sterzinger, Frankfurt am Main, a resolution was


passed to increase the Company's nominal share capital by DM
1,950,000 to DM 2,000,000 of which one share in the nominal amount
of DM 994,500 was subscribed for (fully paid in cash) by Freedom
(the "Subscribed Freedom Share") and one share in the nominal amount
of DM 955,500 was subscribed for (fully paid in cash) by Hilton (the
"Subscribed Hilton Share"). The parties acknowledge that the capital
increase has not yet been registered and that it will only become
effective with its registration in the Commercial Register.


(c) Each of the Freedom Shares and the Hilton Share is fully paid in.


There is no obligation for Freedom or Hilton to make additional
contributions.


2. Secured Obligations


The pledges and undertakings to pledge hereunder are constituted in
order to secure the prompt and complete satisfaction of any and all
present and future, actual or contingent obligations and liabilities
whatsoever of the Pledgors to the Pledgees, whether for principal,
interest, fees, expenses or otherwise under the Agreement,
guarantees thereof, and under this Share Pledge Agreement, as
amended, varied or supplemented from time to time (together the
"Secured Obligations").


3. Pledge


(a) Freedom hereby pledges to each of the Pledgees for their ratable
benefit the Freedom Shares (the "Pledged Share") together with all
ancillary rights and claims associated with the Pledged Share (the
"Freedom Pledge").


(b) Hilton hereby pledges to each of the Pledgees for their ratable
benefit by way of partial pledge (Teilverpfandung) an amount equal
to approximately 15 per cent. of the Hilton Share, i.e. of
DM 3,600 (in words: three thousand six hundred Deutschmarks)
and an amount equal to approximately 15 per cent. of the Sub-
scribed Hilton Share, i.e. of DM 143,300 (in words: one hundred
forty three thousand three hundred Deutschmarks) (the "Pledged


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Part of the Share"), in each case together with all ancillary rights
and claims, associated with the Pledged Part of the Share (the
"Hilton Pledge").


(c) The Pledged Share and the Pledged Part of the Share (together with
in each case any future share(s) or parts of future share(s) held or
acquired by Freedom or Hilton respectively) are together hereinafter
referred to as the "Pledged Shares". The Freedom Pledge and the
Hilton Pledge (and in each case the Future Freedom Pledge and the
Future Hilton Pledge respectively) are together hereinafter referred
to as the "Pledges".


(d) Each Pledgee hereby accepts the Pledges to it, including the pledg-
es under lit. (f) below. The Pledges are in addition, and without
prejudice, to any other security any of the Pledgees may now or
hereafter hold in respect of the Secured Obligations.


(e) The Pledges shall rank equally with each other. The Pledges shall
rank ahead of any other security interest or third party right now
in existence or created in future in or over any of the Pledged
Shares. The validity and effect of each of the Pledges shall be


independent from the validity and the effect of the other Pledges
created hereunder.


(f) Freedom hereby pledges to each of the Pledgees for their ratable
and equally ranking benefit as aforesaid any and all additional
shares in the capital of the Company, including the Subscribed
Freedom Share, in whatever nominal value which Freedom may
acquire in future in the event of an increase in the capital of the
Company or otherwise, together with all ancillary rights and claims
associated with such future share(s) (the "Future Freedom
Pledge").


(g) Hilton hereby undertakes to grant to the Pledgees a partial pledge
over any and all additional shares in the capital of the Company in
whatever nominal value which Hilton may acquire in future in the
event of an increase of the capital of the Company or otherwise,
together with all ancillary rights and claims associated with the
pledged part of the future share(s) (the "Future Hilton Pledge").
The Future Hilton Pledge shall cover at least an amount equal to


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15 per cent. of the nominal value of the future share(s) or such
greater percentage permitted or lesser percentage required from time
to time which shall not cause the earnings of the Company to be
deemed to be distributed to Hilton for purposes of United States
Federal Income Taxation (rounded down in each case to the nearest DM
100).


4. Dividends


(a) The Pledges, the Future Freedom Pledge and the Future Hilton Pledge
that are or are to be constituted pursuant to this Share Pledge
Agreement include the present and future rights to receive


-- dividends payable on the Pledged Shares, if any; and


-- liquidation proceeds, consideration for redemption
(Einziehungsentgelt), repaid capital in case of a capital de-
crease, any compensation in case of termination (Kundigung)
and/or withdrawal (Austritt) of a shareholder of the Company,
the surplus in case of surrender (Preisgabe) and all other
pecuniary claims associated with the Pledged Shares as well as
any other substitute received by the pledgors in lieu of the
Pledged Shares.


(b) Notwithstanding that the dividends are pledged hereunder to the
extent mentioned under Clause 4(a), the Pledgors shall be entitled
to receive and retain all dividend payments in respect of their
Pledged Shares until such time as the Pledgees are entitled to
enforce the Pledges constit ...