EX-10.10 PLEDGE AGREEMENT OF REGISTRANT DATED AUGUST 2, 2007

Exhibit 10.10

PLEDGE AGREEMENT

     This PLEDGE AGREEMENT (this “ Agreement ”), is made as of August 2, 2007, and entered into by and among MicroFinancial Incorporated, a Massachusetts corporation (the “ Pledgor ”), TimePayment Corp., a Delaware corporation and wholly owned subsidiary of the Pledgor (the “Borrower”), and Sovereign Bank, as agent for and representative of (in such capacity herein called “ Secured Party ”) the financial institutions (“ Lenders ”) party to the Credit Agreement (as hereinafter defined).

WITNESSETH:

     WHEREAS, the Pledgor is the legal and beneficial owner of the shares of stock described next to Pledgor’s name in Schedule I annexed hereto and issued by the corporations named therein (the “ Pledged Shares ”);

     WHEREAS, the Secured Party and the Lenders have entered into a Credit Agreement dated as of the date hereof (said Credit Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the “ Credit Agreement ”) with the Borrower, pursuant to which the Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to the Borrower; and

     WHEREAS, it is a condition precedent to the initial extensions of credit by the Lenders under the Credit Agreement that the Pledgor shall have granted the security interests and undertaken the obligations contemplated by this Agreement;

     NOW, THEREFORE, in order to induce Lenders to make Loans and other extensions of credit under the Credit Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Pledgor hereby agrees with the Secured Party as follows:

Section 1. Definitions .

     Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement. Except as otherwise defined herein, terms defined in the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts (the “ UCC ”) are used herein with the meanings set forth therein.

Section 2. Pledge of Security .

     The Pledgor hereby pledges and assigns to the Secured Party for the benefit of the Lenders, and hereby grants to the Secured Party for the benefit of the Lenders a security interest in, all of the Pledgor’s right, title and interest in and to the following (the “ Pledged Collateral ”):

(a) the Pledged Shares and the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all securities (including capital stock of the Borrower), dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

(b) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the

certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; and

(c) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of the Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; and

(d) to the extent not covered by clauses (a) and (c above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Agreement, the term “ proceeds ” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to any Pledgor or the Secured Party from time to time with respect to any of the Pledged Collateral.

Section 3. Security for Obligations .

     This Agreement secures, and the Pledged Collateral is collateral security for, all Obligations, including all obligations of every nature of the Pledgor now or hereafter existing under this Agreement.

Section 4. Delivery of Pledged Collateral .

     All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. The Secured Party shall have the right, at any time, in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Collateral. In addition, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

Section 5. Representations and Warranties .

     The Pledgor represents and warrants as follows:

     (a)  Due Authorization of Pledged Collateral. All of the Pledged have been duly authorized and validly issued and are fully paid and non-assessable.

     (b)  Description of Pledged Collateral. The Pledged Shares constitute that percentage of the issued and outstanding shares of stock of each issuer thereof set forth in Schedule I as of the date hereof, and as of the date hereof there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the issuance or sale of, any Pledged Shares other than this Agreement.

     (c)  Ownership of Pledged Collateral. The Pledgor is the legal, record and beneficial owner of the Pledged free and clear of any Encumbrance except for the security interest created by this Agreement.

     (d)  Governmental Authorizations. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement and the grant by the Pledgor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) the exercise by the Secured Party of the voting or other rights, or the remedies in respect of the Pledged Collateral, provided for in this Agreement.

     (e)  Issuer and Pledgor Authorization. Other than as contemplated in this Agreement and other than such actions which have already been taken or effected, no consent, authorization, approval or other action by, and no notice to or filing with, and no corporate action on behalf of the issuers of the Pledged Shares or on behalf of the Pledgor is required for either (i) the pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement and the grant by the Pledgor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by the Pledgor or (ii) the exercise by the Secured Party of the voting or other rights, or the remedies in respect of such Pledged Collateral, provided for in this Agreement.

     (f)  Perfection. The pledge, assignment and delivery to the Secured Party by the Pledgor of the Pledged Shares pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Shares securing the payment of the Obligations, and as a result of the delivery of the certificates representing the Pledged Shares pledged by the Pledgor to the Secured Party, together with the appropriately completed and executed instruments of transfer, the Secured Party will have “control” over the Pledged Shares to the extent such Pledged Shares constitute “certificated securities”, as such terms are defined in the UCC.

     (g)  Margin Regulations. The pledge by the Pledgor of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

     (h)  Other Information. All information heretofore, herein or hereafter supplied to Secured Party by or on behalf of Pledgor with respect to the Pledged Collateral is accurate and complete in all material respects.

Section 6. Transfers and Other Liens; Additional Pledged Collateral: etc .

     The Pledgor shall:

     (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist any Encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement, or (iii) vote to enable any issuer of Pledged Shares to merge or consolidate except as permitted under the Credit Agreement;

     (b) (i) not permit any issuer of Pledged Shares to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer except to the Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of or other securities indicating ownership interest in any Person that, after the date of this Agreement, becomes, as a

result of any occurrence, a direct Subsidiary of such Pledgor;

     (c) promptly notify the Secured Party of any event of which the Pledgor becomes aware causing loss or depreciation in the value of the Pledged Collateral in any material respect;

     (d) promptly deliver to the Secured Party all written notices received by it with respect to the Pledged Collateral; and

     (e) pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims against, the Pledged Collateral, except to the extent the validity thereof is being contested in good faith; provided that the Pledgor shall in any event pay such taxes, assessments, charges, levies or claims not later than five Business Days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against the Pledgor or any of the Pledged Collateral as a result of the failure to make such payment.

Section 7. Further Assurances; Pledge Amendments .

     (a) The Pledgor agrees that from time to time, at its expense, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or reasonably desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, the Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (ii) do all things necessary or desirable, as reasonably determined by the Secured Party, to transfer control over any Pledged Collateral to the Secured Party including, but not limited to, registering the Secured Party as the holder of any securities entitlement or commodities contract, as appropriate, relating to the Pledged Collateral and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the securities intermediary shall agree that it will comply with the entitlement orders originated by the Secured Party without further consent by the Pledgor, with respect to the Pledged Collateral, and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the commodity intermediary shall agree that it will apply any value distributed on account of any commodity contract constituting Pledged Collateral, as directed by the Secured Party without further consent by the Pledgor and (iii) at the Secured Party’s reasonable request, appear in and defend any action or proceeding that would reasonably be expected to materially and adversely affect the Pledgor’s title to or the Secured Party’s security interest in all or any part of the Pledged Collateral pledged by the Pledgor.

     (b) The Pledgor further agrees that it will, upon obtaining any additional shares of stock or other securities required to be pledged hereunder as provided in Section 6(b), promptly (and in any event within five (5) Business Days) deliver to the Secured Party a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II annexed hereto (a “ Pledge Amendment ”), in respect of the additional Pledged Shares to be pledged pursuant to this Agreement. The Pledgor hereby authorizes the Secured Party to attach each Pledge Amendment to this Agreement and agree that all Pledged Shares listed on any Pledge Amendment delivered to the Secured Party shall for all purposes hereunder be considered Pledged Collateral; provided that the failure of any Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pledged pursuant to this Agreement shall not impair the security interest of the Secured Party therein or otherwise adversely affect the rights and remedies of the Secured Party hereunder with respect thereto.

Section 8. Voting Rights: Dividends: Etc .

     (a) So long as no Event of Default shall have occurred and be continuing:

     (i) The 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 Credit Agreement; provided, however, that no Pledgor shall exercise or shall refrain from exercising any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Shares; and provided, further, that the Pledgor shall give the Secured Party at least five (5) Business Days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by any Pledgor of any Pledged Shares for or any Pledgor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) any Pledgor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this [        ], and no notice of any such voting or consent need be given to the Secured Party;

     (ii) The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends paid and distributions made in respect of the Pledged Collateral; provided, however, that any and all

	(A)		dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,
	(B)		dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or winding up or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
	(C)		cash paid, payable or otherwise distributed in respect of or in redemption of