PLEDGE AGREEMENT

A.

Pledgor is the owner of the partnership, membership or other equity interests (however called) and shares of stock described on Schedule I hereto (the portion of such interests and shares comprising the “Equity Percentage Pledged” on such schedule, as amended from time to time pursuant to Section 1.4, the “ Pledged Interests ”) and issued by the companies named therein (each, a “ Company ”).

B.

Pledgor derives substantial direct and indirect benefit from the extensions of credit to Borrower under the Loan Agreement; and

C.

It is a condition precedent to the initial extension of credit by Bank under the Loan Agreement that the Pledgor shall have executed and delivered this Agreement to Bank.

1.1

Pledge . Pledgor hereby pledges and grants to the Bank a security interest in all of Pledgor’s right, title and interest in, to and under each of the following, whether now or hereafter existing or acquired (the “ Pledged Collateral ”):

(a)

the Pledged Interests and the certificates representing the Pledged Interests, and all dividends, cash, instruments, investment property, and other property from time to time received, receivable or otherwise distributed in respect of, in conversion of or in exchange for any or all of the Pledged Interests;

(b)

all additional partnership, membership or other equity interests (however called) and shares of stock of any issuer of the Pledged Interests, and the certificates representing such additional interests and shares, and all dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interest and shares;

(c)

such cash, bank accounts, certificates of deposit, investment property, and instruments as may be pledged from time to time by Pledgor hereunder, together with any investments in which any such cash may be invested from time to time;

(d)

all rights to convert, redeem or exchange the Pledged Collateral, all rights to request or cause the issuer thereof to register any or all of the Pledged Collateral under federal and state securities laws to the maximum extent possible under any agreement for such registration rights, and all put rights, tag-along rights or other rights pertaining to the sale or other transfer of such Pledged Collateral, together in each case with all rights under any agreements, articles or certificates of organization or otherwise pertaining to such rights;

(e)

all proceeds, products, renewals and substitutions of, and general intangibles related to, any and all of the foregoing Pledged Collateral (including the proceeds of any tort or other claims relating to any of the foregoing Pledged Collateral) and, to the extent not otherwise included, all payments under insurance or in connection with any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the foregoing Pledged Collateral; and

(f)

provided, however, that notwithstanding anything in this Agreement to the contrary, Pledgor shall not be obligated to pledge greater than 66% of the capital stock, or partnership, membership or other equity interests (however called) of any entity organized or domiciled outside of the United States of America where such greater pledge would (by itself) result in a deemed dividend to Pledgor under Section 956 of the Internal Revenue Code, as amended, or any similar successor section.

1.2

Security for Obligations . This Agreement secures the payment and performance in full of all obligations and liabilities of the Borrower now or hereafter existing under the Loan Documents whether for principal, interest, fees, expenses or otherwise (all such obligations being the “ Obligations ”).

1.3

Delivery of Pledged Collateral . For the better perfection of the Bank’s rights in and to the Pledged Collateral, Pledgor shall deliver to the Bank, in form and substance satisfactory to the Bank, all certificates or instruments representing or evidencing the Pledged Collateral, accompanied by Pledgor’s endorsement or duly executed instruments of transfer or assignment in blank. To the extent that the Pledged Collateral has not already been transferred to the Bank in a manner sufficient to perfect the Bank’s security interest therein, Pledgor shall promptly deliver or cause to be delivered to the Bank all certificates or instruments evidencing the Pledged Collateral, together with duly executed stock powers or other appropriate assignments and endorsements. Upon the occurrence and during the continuation of an Event of Default, if requested by the Bank, Pledgor shall immediately cause such Pledged Collateral to be registered in the name of the Bank or such nominee or nominees of the Bank as the Bank shall direct. Upon the occurrence and during the continuation of an Event of Default, the Bank is hereby authorized: (i) to the extent permissible, to transfer to the account of the Bank any Pledged Collateral whether in the possession of, or registered in the name of, The Depository Trust Company (the “ DTC ”) or other clearing corporation or held otherwise; (ii) to transfer to the account of the Bank with any Federal Reserve Bank any Pledged Collateral held in book entry form with any such Federal Reserve Bank; and (iii) to exchange certificates representing or evidencing Pledged Collateral for certificates of smaller or larger denominations.

1.4

Amendments to Schedule I . Pledgor hereby authorizes the Bank to update and amend Schedule I hereto from time to time to reflect the delivery of Pledged Collateral hereunder; provided , however , that no error or omission by the Bank in connection with such amendment shall in any way limit or impair the effectiveness or priority of the Bank’s security interest in any Pledged Collateral.

1.5

Continuing Agreement . This Agreement shall create a continuing security interest in the Pledged Collateral in favor of the Bank and shall remain in full force and effect until payment in full of the Obligations. At such time that (a) all of the Obligations have been fully and finally paid in immediately available funds, and (b) the Bank has no further commitment to make any advance under the Loan Agreement, the security interest granted hereunder shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon such termination, Pledgor shall be entitled to the return, upon its request and at its expense, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof, and the execution and delivery to Pledgor, at Pledgor’s expense, of such other documents (including UCC termination statements) as Pledgor shall reasonably request to evidence such termination.

2.1

Issuance, Etc . The Pledged Interests have been duly authorized and validly issued and are fully paid and non-assessable, and were issued, in all material respects, in compliance with all applicable securities laws.

2.2

Ownership and Liens . The Pledgor is the legal and beneficial owner of the Pledged Collateral, and has the full right and authority to pledge, transfer and assign all Pledged Collateral hereunder, free and clear of any lien except for the security interest created by this Agreement or as otherwise expressly permitted under the Loan Agreement.

2.3

Perfection . Upon (i) the execution and delivery by the Pledgors of this Agreement, (ii) the filing of one or more UCC financing statements naming Pledgor as “debtor”, naming the Bank as “secured party” and describing the Pledged Collateral, in the filing office of the Delaware Secretary of State, and (iii) in the case of Pledged Collateral consisting of certificated securities, delivery of the certificates representing such certificated securities to the Bank, duly endorsed or accompanied by duly executed instrument(s) of assignment or transfer in blank, the security interests in the Pledged Collateral granted to Bank will constitute a valid and perfected security interest in the Pledged Collateral, securing the payment of the Obligations. Pledgor hereby authorizes the Bank to file one or more financing statements covering the Pledged Collateral in form and substance satisfactory to the Bank and will pay the cost of filing the same in all public offices where filing is deemed by the Bank to be necessary or reasonably desirable. Pledgor promises to pay to the Bank all fees and expenses incurred in filing financing statements and any continuation statements or amendments thereto, which fees and expenses shall become a part of the Obligations.

2.4

No Authorization Required . No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (a) for the pledge by each Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by such Pledgor or (b) for the exercise by the Bank of (x) the voting or other rights provided for in this Agreement or (y) the remedies in respect of the Pledged Collateral pursuant to this Agreement, except, in the case of this clause 2.4(b)(y), as may be required in connection with a disposition of such Pledged Collateral by laws affecting the offering and sale of securities generally.

2.5

Company Information Organization, Good Standing and Due Qualification .

(a)

Each Company is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and (iii) is duly qualified as a foreign company or other organization and in good standing under the laws of each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect.

(b)

Interests . As of the date hereof, Pledgor owns all of the equity interests set forth on Schedule I hereto, and each such interest represents 100% of each Company’s authorized and outstanding capital, equity interests and equity rights (including warrants).

(c)

Holdings and Transactions of Affiliates . Pledgor has no knowledge of any shares, warrants or options of any Company being currently held by any of the Pledgor’s affiliates other than as referenced in Section 2.5(b).

(d)

Operating Agreements . The Pledgor has furnished to the Bank a true and correct copy of the bylaws, partnership agreements, or other operating agreements, as the case may be, of each Company, together with all amendments thereto. Such bylaws, partnership agreements or other operating agreements, as the case may be, constitute the valid, binding and enforceable obligation of all parties thereto, set forth the entire agreement of the parties thereto with respect to the subject matter thereof, have not been further amended or modified (except as permitted under Section 3.5 hereof) and remain in full force and effect.

(e)

Certificate . No interest of the Pledgor in any Company is represented by a certificate of interest or similar instrument, except, such certificates or instruments (together with all necessary instruments of transfer or assignment, duly executed in blank) as have been delivered to the Bank or Bank’s designated bailee and are held in its possession.

2.6

Independent Evaluation . In executing and delivering this Agreement, Pledgor has, without reliance on the Bank or any information received from the Bank and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and any circumstances which may bear upon such transactions or the obligations and risks undertaken herein with respect to the Obligations and determined that this Agreement will benefit Pledgor.

2.7

Execution by the Bank . Pledgor acknowledges that execution, or the lack thereof, of this Agreement by the Bank shall in no way affect or impair the enforceability of this Agreement or any of its terms against any Pledgor, or affect any of the rights and remedies granted in favor of the Bank hereunder with respect to any Pledged Collateral.

3.1

Further Assurances . Pledgor agrees that at any time and from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Bank may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Bank to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

3.2

Transfers and Other Liens . Pledgor agrees that it will not, unless expressly permitted under the Loan Agreement, (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any lien or transfer restriction upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement.

3.3

Actions Under Securities Laws . Pledgor agrees that it will not take any action (or fail to take any action) if the result of such action or failure to act is to create or otherwise cause any restriction under any state or federal securities laws on the ability of the Bank (or any designee, assignee or transferee of the Bank) to sell or otherwise transfer any of the Pledged Collateral upon or after a foreclosure or a transfer in lieu of foreclosure in respect of any of the Pledged Collateral, where such restriction did not exist before the action or inaction of Pledgor.

3.4

Regulatory Approvals . The parties hereto acknowledge their intent that, upon acceleration or maturity of the O