PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this "Agreement") is made on November 21, 2008, by and between ANCHOR FUNDING SERVICES, INC. , a Delaware limited liability company ("Pledgor"), and TEXTRON FINANCIAL CORPORATION, a Delaware Corporation, as collateral and administrative agent (together with its successors in such capacity, "Agent") for various financial institutions (each a "Lender" and collectively, "Lenders") party from time to time to the Loan Agreement (as defined below).

Anchor Funding Services, LLC, a North Carolina limited liability company ("Borrower"), Agent and Lenders are parties to a certain   Loan and Security Agreement dated the date hereof (as at any time amended, restated, supplemented or otherwise modified, the "Loan Agreement"), pursuant to which Lenders may from time to time make loans or extend other financial accommodations to or for the benefit of Borrower.

To induce Agent and Lenders to enter into the Loan Agreement, Pledgor has executed a Continuing Guaranty Agreement of even date herewith in favor of Agent (as at any time amended, restated, supplemented or otherwise modified, the "Parent Guaranty"), pursuant to which Pledgor has guaranteed the payment and performance of all of Borrower's Obligations under (and as defined in) the Loan Agreement.

It is a condition to Lenders' willingness to make loans and other financial accommodations to or for the benefit of Borrower that Pledgor execute and deliver this Agreement.  To induce Lenders to make loans and otherwise extend credit pursuant to the Loan Agreement, Pledgor has agreed to grant to Agent a continuing security interest in and to the Pledged Collateral (as hereinafter defined) as security for the timely payment and performance of the Secured Obligations (as hereinafter defined).

NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to Pledgor and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the timely payment and performance of the Secured Obligations (as hereinafter defined), Pledgor agrees as follows:

1.             Definitions .  Each capitalized term used herein, unless otherwise defined herein, shall have the meaning ascribed to such term in the Loan Agreement.  As used herein, the following terms shall have the following meanings:

" Companies " shall mean each of the entities identified as an "Issuer" on Annex A hereto, and each such entity individually is referred to herein as a "Company".

" Equity Interest " means the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest.

" Organic Documents " shall mean with respect to any Person, its charter, certificate or articles of incorporation or formation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust, or similar agreement or instrument governing the formation or operation of such Person.

" Pledged Collateral " shall have the meaning ascribed to in Section 2 hereof.

" Power " shall have the meaning ascribed to it in Section 2 hereof.

" Secured Obligations " shall mean (a) all of the Obligations under (and as defined in) the Loan Agreement, (b) all obligations of Pledgor now or hereafter existing under the Parent Guaranty and (c) all obligations of Pledgor now or hereafter existing under this Agreement.

2.             Pledge; Lender's Duties .

(a)           Pledgor hereby pledges to Agent, and hereby grants to Agent, for the benefit of itself and Lenders, a security interest in all of the Equity Interests of the Companies held by Pledgor and more particularly described on Annex A hereto and all of Pledgor's options, if any, for the purchase of any Equity Interests of the Companies, herewith delivered to Agent,  and where certificated, accompanied by powers ("Powers") duly executed in blank, with signatures properly guaranteed, and all proceeds thereof and all dividends or distributions at any time payable in connection therewith (said Equity Interests, Powers, options, proceeds, dividends and distributions hereinafter collectively called the "Pledged Collateral") as security for the due and punctual payment and performance of the Secured Obligations.

(b)           Agent shall have no duty with respect to any of the Pledged Collateral other than the duty to use reasonable care in the safe custody of any tangible items of the Pledged Collateral in its possession.  Without limiting the generality of the foregoing, Agent shall be under no obligation to sell any of the Pledged Collateral or otherwise to take any steps necessary to preserve the value of any of the Pledged Collateral or to preserve rights in the Pledged Collateral against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of Pledgor.

3.             Voting Rights .  During the term of this Agreement, and so long as no Event of Default shall exist, Pledgor shall have the right to vote all or any portion of the Equity Interests on all corporate questions for all purposes not inconsistent with the terms of this Agreement or any of the other Loan Documents.  To that end, if Agent transfers all or any portion of the Pledged Collateral, into its name or the name of its nominee, to the extent authorized to do so under this Agreement or any of the other Loan Documents, Agent shall, upon the request of Pledgor, unless an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Collateral.  Pledgor hereby grants to Agent, effective upon the occurrence and continuation of any Event of Default, an  IRREVOCABLE PROXY pursuant to which Agent shall be entitled to exercise all voting powers pertaining to the Pledged Collateral, including to call and attend all meetings of the shareholders or members of the Companies to be held from time to time with full power to act and vote in the name, place and stead of Pledgor (whether or not the Equity Interests shall have been transferred into its name or the name of its nominee or nominees), give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof, and any and all proxies theretofore executed by Agent shall terminate and thereafter be null and void and of no effect whatsoever.

4.             Collection of Dividend Payments .  During the term of this Agreement, and so long as there shall not occur or exist any Event of Default, Pledgor shall have the right to receive and retain any and all dividends and other distributions payable by any Company on account of any of the Pledged Collateral except as otherwise provided in the Loan Documents.  Upon the occurrence and continuation of any Event of Default, all dividends and other distributions payable by any Company on account of any of the Pledged Collateral shall be paid to Agent and any such sum received by Pledgor shall be deemed to be held by Pledgor in trust for the benefit of Agent and shall be forthwith turned over to Agent for application by Agent to the Secured Obligations in such order of application as is specified in the Loan Agreement.

5.             Representations and Warranties of Pledgor .  Pledgor warrants and represents to Agent as follows (which representations and warranties shall be deemed continuing):  (a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Permitted Liens and Agent's security interest hereunder; (c) the Pledged Collateral constitutes all of the issued and outstanding Equity Interests of the Companies; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Authority and without any restriction under the Organic Documents of Pledgor or any Company or any agreement among Pledgor's or any Company's shareholders, members or partners; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of the Organic Documents of Pledgor, any agreement, indenture, instrument or Applicable Law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except Pledgor makes no representation or warranty about Agent's prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or (y) to perfect the Lien created by this Agreement; (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; (j) none of the Pledged Collateral constituting membership interests in a limited liability company or general or limited partnership interests in a limited partnership or limited liability partnership is, nor has the relevant Company elected to designate any of the Pledged Collateral as, a "security" under (and as defined in) Article 8 of the UCC; and (k) unless a Power is delivered in connection therewith, none of the Pledged Collateral is evidenced by a certificate or other writing.

6.             Affirmative Covenants of Pledgor .  Until all of the Secured Obligations have been satisfied in full and the Loan Agreement and the Parent Guaranty have been terminated, Pledgor covenants that it will:  (a) warrant and defend at its own expense Agent's right, title, and security interest in and to the Pledged Collateral against the claims of any Person; (b) deliver to Agent promptly all written notices with respect to the Pledged Collateral, and will promptly give written notice to Agent of any other notices received by Pledgor with respect to the Pledged Collateral; and (c) deliver to Agent promptly to hold under this Agreement any Equity Interests of any Company subsequently acquired by Pledgor, whether acquired by Pledgor by virtue of the exercise of any options included within the Pledged Collateral or otherwise (which Equity Interests shall be deemed to be a part of the Pledged Collateral); (d) if any of the Pledged Collateral constituting membership interests in a limited liability company or general or limited partnership interests in a limited partnership or limited liability partnership is hereafter designated by the relevant Company as a "security" under (and as defined in) Article 8 of the UCC, cause such Pledged Collateral to be certificated; and (e) if at any time hereafter any of the Pledged Collateral that is not currently certificated becomes certificated, deliver all certificates or other documents evidencing or representing the Pledged Collateral to Agent, accompanied by Powers, all in form and substance satisfactory to Agent.

7.             Negative Covenants of Pledgor .  Until all of the Secured Obligations have been satisfied in full and the Loan Agreement and the Parent Guaranty have been terminated, Pledgor covenants that it will not, without the prior written consent of Agent, (a) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein other than as permitted under the Loan Agreement; (b) incur or permit to be incurred any Lien whatsoever upon or with respect to any of the Pledged Collateral or the proceeds thereof, other than the security interest created hereby and Permitted Liens; (c) consent to the issuance by any Company of any new Equity Interests other than as permitted under the Loan Agreement; (d) consent to any merger or other consolidation of any Company with or into any corporation or other entity other than as permitted under the Loan Agreement; (e) cause any Pledged Collateral to be held or maintained in the form of a security entitlement or credited to any securities account; (f) designate, or cause any Company to designate, any of the Pledged Collateral constituting membership interests in a limited liability company or general or limited partnership interests in a limited partnership or limited liability partnership as a "security" under Article 8 of the UCC, unless such Company has caused such Pledged Collateral to become certificated and has complied with the requirements of Section 6(e) hereof with respect to such Pledged Collateral; or (g) evidence, or permit any Company to evidence, any of the Pledged Collateral that is not currently certificated, with any certificates, instruments or other writings, unless such Company has complied with the provisions of Section 6(e) of this Agreement.

8.             Irrevocable Authorization and Instruction to Companies . To the extent that any portion of the Pledged Collateral may now or hereafter consist of uncertificated securities within the meaning of Article 8 of the UCC, Pledgor irrevocably authorizes and instructs each Company to comply with any instruction received by such Company from Agent with respect to such Pledged Collateral without any other or further instructions from or consent of Pledgor, and Pledgor agrees that Company sha