EXHIBIT 10.2

STOCK PLEDGE, HYPOTHECATION AND SECURITY AGREEMENT

This STOCK PLEDGE, HYPOTHECATION AND SECURITY AGREEMENT, dated as of November 8, 2006 (together with all amendments, if any, from time to time hereto, this “Agreement”) between AYIN HOLDING COMPANY, INC. , a Delaware corporation (the “Pledgor”) and NEW STREAM COMMERCIAL FINANCE, LLC , a Delaware limited liability company (“Pledgee”).

W I T N E S S E T H:

WHEREAS, AYIN TOWER MANAGEMENT SERVICES, INC., a Delaware corporation (“Borrower”), and Pledgee have entered into certain financing arrangements pursuant to certain financing agreements, including, without limitation, the Loan and Security Agreement dated as of November 8, 2006 (the “Loan Agreement”) and certain notes, instruments, guaranties and other agreements executed and/or delivered in connection therewith (all of the foregoing, together with the Credit Agreement, as the same now exists or may hereafter be amended, restated, renewed, extended, replaced, supplemented or otherwise modified, collectively, the “Agreements”);

WHEREAS, Pledgor is the record and beneficial owner of the shares of Stock listed in Schedule I hereto;

WHEREAS, Pledgor owns all of the issued and outstanding capital stock of Borrower and benefits from the credit facilities made available to Borrower under the Loan Agreement;

WHEREAS, Pledgor has requested that Pledgee continue to make loans and advances to Borrower, which loans and advances will have a direct benefit to Pledgor, and, in consideration of the foregoing, Pledgor has agreed to secure the payment and performance of the Borrower’s Obligations under the Agreements by executing and delivering to Pledgee this Pledge Agreement, delivering to Pledgee the Pledged Securities which are registered in the name of Pledgor, together with appropriate powers duly executed in blank by Pledgor, and delivering to Pledgee any and all other documents which Pledgee deems necessary to protect Pledgee’s interests hereunder;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce Lender to make Loans under the Loan Agreement, it is agreed as follows:

1.             Definitions .  Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“Bankruptcy Code” means title 11, United States Code, as amended from time to time, and any successor statute thereto.

“Event of Default” means:

(a)           a case or proceeding shall have been commenced involuntarily against Borrower or Pledgor in a court having competent jurisdiction seeking a decree or order:  (i) under the United States Bankruptcy Code or any other applicable Federal, state or foreign bankruptcy or other similar law, and seeking either (A) the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Person or of any substantial part of its properties, or (B) the reorganization or winding up or liquidation of the affairs of any such Person, and such case or proceeding shall remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (ii) invalidating or denying any Person’s right, power, or competence to enter into or perform any of its obligations hereunder or invalidating or denying the validity or enforceability of this Agreement or any action taken hereunder or thereunder; or

(b)           Borrower or Pledgor shall (i) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties, (ii) make a general assignment for the benefit of creditors, (iii) consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of the acts set forth in paragraphs (b) or (c) of this definition or clauses (i) and (ii) of this paragraph (c), or (iv) shall admit in writing its inability to, or shall be generally unable to, pay its debts as such debts become due.

“Pledged Collateral” has the meaning assigned to such term in Section 2 hereof.

“Pledged Entity” means an issuer of Pledged Shares.

“Pledged Shares” means those shares listed on Schedule I hereto.

“Obligations” has the meaning assigned to such term in the Loan Agreement.

2.             Pledge .  Pledgor hereby pledges to Lender, and grants to Lender a first priority security interest in all of the following (collectively, the “Pledged Collateral”):

(a)           the Pledged Shares and the certificates representing the Pledged Shares, and all dividends, distributions, cash, 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; and

(b)           such portion, as determined by Lender as provided in Section 6(d) below, of any additional shares of stock of a Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, cash, 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 Stock.

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3.             Security for Obligations .  As security for the prompt and unconditional payment and performance when due of the Borrower’s Obligations to Pledgee, Pledgor hereby pledges, hypothecates, assigns, transfers and sets over to Pledgee, the Pledged Property, and grants to Pledgee a continuing security interest in the Pledged Property and the proceeds thereof.

4.             Delivery of Pledged Collateral .  All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto.  All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender.

5.             Representations and Warranties .  Pledgor represents and warrants to Lender that:

(a)           Pledgor is, and at the time of delivery of the Pledged Shares to Lender will be, the sole holder of record and the sole beneficial owner of such Pledged Collateral pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement;

(b)           All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable;

(c)           Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Lender as provided herein;

(d)           The Pledged Shares have not been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(e)           All of the Pledged Shares are presently owned by Pledgor, and are presently represented by the certificates listed on Part A of Schedule I hereto.  As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares;

(f)            No consent, approval, authorization or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;

(g)           The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority Lien on and a first priority perfected security interest in favor of the Lender in the Pledged Collateral and the proceeds thereof, securing the payment of the Obligations, subject to no other Lien;

(h)           This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance

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with its terms; and

(i)            The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity.

The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

6.             Covenants .  Pledgor covenants and agrees that until the Termination Date:

(a)           Without the prior written consent of Lender, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Loan Agreement;

(b)           Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Lender from time to time may request in order to ensure to Lender the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Lender with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Lender, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;

(c)           Pledgor has and will defend the title to the Pledged Collateral and the Liens of Lender in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and

(d)           Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Lender pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Lender all of such additional Stock, notes and instruments.  Pledgor hereby authorizes Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Lender shall for all purposes hereunder be considered Pledged Collateral.

7.             Pledgor’s Rights .  As long as no Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:

(a)           Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Lender in respect of the Pledged Collateral or which would authorize,

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effect or consent to (unless and to the extent expressly permitted by the Loan Agreement):

(i)            the dissolution or liquidation, in whole or in part, of a Pledged Entity;

(ii)           the consolidation or merger of a Pledged Entity with any other Person;

(iii)          the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Lender;

(iv)          any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or

(v)           the alteration of the voting rights with respect to the Stock of a Pledged Entity; and

(b)           except as expressly permitted under the Loan Agreement, all dividends, payments and interest and all other distributions in respect of any of the Pledged Shares, whenever paid or made, shall be delivered to Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

8.             Defaults and Remedies; Proxy.

(a)           Upon the occurrence of an Event of Default and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, Lender (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral as though Lender was the outright owner thereof.  Any sale shall be made at a public or private sale at Lender’s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Lender may deem fair, and Lender may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption.  Each sale shall be made to the highest bidder, but Lender reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate.  Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of Lender.  PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS THE PROXY AND ATTORNEY IN FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF

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SUBSTITUTION TO DO SO.  THE APPOINTMENT OF LENDER AS PROXY AND ATTORNEY IN FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE.  IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF LENDER AS PROXY AND ATTORNEY IN FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGH