Preview | Pledge Agreement |

PLEDGE AGREEMENT

This Pledge Agreement (Agreement), dated September 13, 2005, is by and between JUPITER GLOBAL HOLDINGS, CORP., a Nevada corporation ("Pledgor"), MACRO COMMUNICATIONS, INC. a Georgia corporation (referred to as both "Pledgees" and Corporation) and WARREN JACKSON AND BILL JACKSON ("Pledgeholders").

A. Pledgor and Pledgees have entered into an Agreement and Plan of Acquisition of even date with this Agreement (the "Acquisition Agreement") whereby Pledgees have agreed to issue and sell 4,000 shares of common stock (the "Stock") in the Pledgee, to Pledgor, WHICH CONSTITUTES 80% OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION.

B. As consideration under the Acquisition Agreement, Pledgor has agreed

to deliver to Pledgees on the closing date as specified in the Acquisition Agreement (the "Closing Date") a Promissory Note in the amount of One Million Nine Hundred and Thirty Thousand Dollars ($1,930,000) (the "Promissory Note").

C. The parties hereto desire to enter into this Agreement to secure the payment of the obligations to Pledgees arising under the Promissory Note, including any interest, charges, expenses, costs, or attorneys fees associated with collection of amounts due under the Promissory Note (the "Obligations").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set

forth herein, the parties agree as follows:

I TERMS AND CONDITIONS

1.1 PLEDGE. Pledgor assigns and pledges the Stock (the "Collateral")

to Pledgees in order to secure the Obligations.

(a)The Pledgee will release to the Pledgor 2% or 80 shares of the Collateral for each $38,600.00 USD in payments made by the Pledgor towards the Promissory Note.

(b) The release of the Collateral will be governed by an Escrow Agreement governing the release of the Stock. The Escrow Agreement referred to herein is incorporated by reference as a part of the Acquisition Agreement.

1.2 DEFAULT EVENT. An event of default under this Agreement ("Default Event") shall be deemed to have occurred upon:

(a)an event of default under the terms of the Promissory Note, including the return of any check delivered at or prior to the Closing Date OR

AT ANY TIME SUBSEQUENT THERETO by Pledgor for insufficient funds;

(b)if either Pledgor or the Corporation becomes a debtor subject to a proceeding under any chapter of the Bankruptcy Act, or other federal or state insolvency or bankruptcy act, which proceeding is not dismissed within thirty (30) days; has appointed a receiver or trustee to take possession of all or substantially all of its assets, which appointment is not terminated within thirty (30) days; or makes a general assignment for the benefit of its creditors, which assignment is not terminated within thirty (30) days; or

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(c)the breach or violation of any covenant or agreement contained in this Agreement which is not cured within thirty (30) days after written notice is given to Pledgor (the "Cure Period").

Upon the occurrence of a Default Event, the Pledgeholder is directed to deliver the Collateral to the Pledgees unless, within the Cure Period, (a) Pledgeholder is prohibited by order of a court of competent jurisdiction from delivering the Collateral, or (b) unless the Pledgeholder receives written notice from Pledgor stating that Pledgor has commenced an action in court

prohibiting the delivery of the Collateral and a copy of the action is included with the notice, and an order is obtained from a court of competent jurisdiction prohibiting the delivery of the Collateral within sixty (60) days from the effective date of that notice. Pledgees' rights with respect to the Collateral are set forth in Article IV.

1.3 TERMINATION OF AGREEMENT. This Agreement shall terminate upon the first to occur of the following:

(a)The occurrence of a Default Event, in which case the Agreement shall terminate upon satisfaction of the Pledgeholder's obligations set forth in this Agreement; or

(b)The payment of all Obligations in full and delivery of the Collateral to the Pledgor.

Pledgeholder shall hold the Collateral until the Agreement is terminated. Except as provided in section 1.2, Pledgeholder shall redeliver the Collateral to Pledgor upon termination of this Agreement.

In the event Pledgeholder receives conflicting notices from Pledgor and Pledgees, Pledgeholder may, in Pledgeholder's discretion, refuse to deliver the Collateral and may apply to a court of competent jurisdiction for a determination of the rights of the parties regarding the Collateral.

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