Amendment To The Share Pledge Agreement

WHEREAS:


A. Today the parties, represented by Mr. Oliver Felsenstein, Rechtsanwalt,
Darmstadter Landstrasse 12-5, 60598 Frankfurt am Main and the Deponent
No. 1, each acting as proxy without power of representation, have entered
into a share pledge agreement which was recorded as Roll of Deeds Nr. 4
for 1995 by the Acting Notary (hereinafter the "Share Pledge Agreement").


B. Section 3 (b), (c) and (g) of the Share Pledge Agreement does not entirely
reflect the parties' wish that Hilton pledge 15% of the Company's nominal
share capital from time to time.


NOW IT IS AGREED as follows:


1. Section 3 (b) of the Share Pledge Agreement shall be changed and be
replaced by the following wording:


"(b) Hilton hereby pledges to each of the Pledgees for their ratable
benefit by way of partial pledge (Teilverpfandung) a part of the
Hilton Share in an amount equal to approximately 15 per cent. of
the Company's nominal share capital, i.e. DM 7,500 (in words:
seven thousand five hundred Deutschmarks) and a part of the
Subscribed Hilton Share in an amount equal to approximately 15
per cent of the Company's additional nominal share capital that
will be created by registration of the Subscribed Hilton Share and
...