PLEDGE AND CONTROL AGREEMENT

Exhibit 10.5

THIS PLEDGE AND CONTROL AGREEMENT dated as of SEPTEMBER 17, 2008 (as amended, modified or restated from time to time, this “ Agreement ”), is by and among (a) THERMO CREDIT, LLC , a Colorado limited liability company (together with its successors and assigns, “ Lender ”); and (b) LEON NOWALSKY , an individual residing in the State of Louisiana (“ Nowalsky ”), and ROBERT SORRENTINO , an individual residing in the State of Florida (“ Sorrentino ” and together with Nowalsky, jointly, severally and in solido , “ Pledgor ”).

WHEREAS , Lender has extended certain financial accommodations to UNITED ESYSTEMS, INC. , a Nevada corporation (“ ESystems ”), NETCOM DATA SOUTHERN CORP ., a Georgia corporation (“ Southern ”), NETCOM DATA CORP ., a Georgia corporation (“ Netcom ”) and UNITED CHECK SERVICES, L.L.C ., a Louisiana limited liability company (“ Check Services ” and together with ESystems, Southern and Netcom, jointly, severally and in solido , “ Debtor ”) on the terms and conditions of that certain LOAN, PLEDGE AND SECURITY AGREEMENT dated as of   even date herewith (as amended, modified or restated from time to time, the “ Loan Agreement ”), between Debtor and Lender in the (terms not otherwise defined herein shall have the same meanings as in the Loan Agreement);

WHEREAS , it is expressly understood among Pledgor and Lender that the execution and delivery of this Agreement is a condition precedent to Lender’s obligation to make the Loans under the Loan Agreement and is an integral part of the transactions contemplated thereby; and

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.            Grant of Security Interest .  Pledgor pledges, assigns and grants to Lender a first lien security interest and lien in all right, title and interest in and to all of the Capital Stock of ESystems (including but limited to all of the Capital Stock listed on Schedule 1(a) attached hereto) now owned by Pledgor and all Capital Stock of ESystems hereafter acquired in connection with the Subordinate Indebtedness (as such term is defined in that certain   SUBORDINATION AGREEMENT dated as of even date herewith, by and among Sorrentino, Lender and Debtor). , regardless of class or designation, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the Capital Stock, the right to request after the occurrence and during the continuation of an Event of Default that such Capital Stock be registered in the name of Lender or any of its nominees, the right to receive any certificates representing any of the Capital Stock and the right to require that such certificates be delivered to Lender together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by such Pledgor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect of such Capital Stock and of all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing (the foregoing being, the “ Collateral ”) as collateral for the Indebtedness.

2.            Pledgor's Warranties .  Pledgor hereby represents and warrants to Lender as follows:

(a)            Financing Statements; Liens and Security Interests .   No financing statement covering the Collateral is or will be on file in any public office, except the financing statements relating to this security interest, and no security interest, other than the one herein created, has attached or been perfected in the Collateral or any part thereof.  This Agreement creates a valid first priority security interest in favor of Lender in the Collateral.  The taking possession by the Lender of the certificates representing the Capital Stock (if any) and all other certificates and instruments constituting Collateral will perfect and establish the first priority of the Lender's security interest in the Capital Stock.

(b)            Ownership .   Pledgor owns the Collateral free from any setoff, claim, restriction, lien, security interest or encumbrance except for taxes not yet due and payable and the security interest hereunder.  Except as set forth in the Organizational Documents of ESystems (a true and correct copy of which is attached hereto as Exhibit A ), there are no options or other rights, contractual or otherwise, with respect to the Capital Stock in favor of any third party and no such options or rights shall be created until full payment and performance of all of the Indebtedness and termination or expiration of any obligation or commitment of Lender to make advances or loans to Debtor.

(c)            Power and Authority .   Pledgor has full power and authority to make this Agreement, and all necessary consents and approvals of any persons, entities, governmental or regulatory authorities and securities exchanges have been obtained to effectuate the validity of this Agreement.

3.            Pledgor's Covenants .   Until full payment and performance of all of the Indebtedness and termination or expiration of any obligation or commitment of Lender to make advances or Loans to, unless Lender otherwise consents in writing: