PLEDGE AGREEMENT



           This  PLEDGE  AGREEMENT,  dated  as of 15th  October,  1999,  is made

between  BALEINE   INVESTMENT   HOLDINGS,   LIMITED,  a  British  Virgin  Island

corporation (with its successors, the "Pledgor"), and CREDIT SUISSE FIRST BOSTON

(HONG KONG) LTD ("CSFB"),  as collateral  agent for and on behalf of and for the

benefit of itself and the holders of the Secured Notes (as hereinafter  defined)

(with its successors in such capacity, the "Collateral Agent").



                              W I T N E S S E T H:



     WHEREAS,  the Pledgor  owns common  stock of Icon  Systems  Inc.,  a Nevada

corporation (with its successors, the "Subsidiary"); and



     WHEREAS,  the  Pledgor,  the  Subsidiary  and  CSFB are  parties  to a Note

Purchase  Agreement,  dated  the  date  hereof  (as  the  same  may be  amended,

supplemented,  restated  or  replaced  from  time to time,  the  "Note  Purchase

Agreement"),  providing,  subject to the terms and conditions  thereof,  for the

issue by the Pledgor of Secured Notes; and



     WHEREAS,  the  obligation  of CSFB  under the Note  Purchase  Agreement  to

purchase the Secured Notes is subject to the condition that the Pledgor  execute

and deliver this Pledge Agreement to CSFB.



     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and

valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby

acknowledged, the parties hereto agree as follows:



     Section 1.  Definitions.  Terms defined in the Note Purchase  Agreement and

not otherwise  defined  herein have,  as used herein,  the  respective  meanings

provided for therein.  The following  additional terms as used herein,  have the

following respective meanings:



     "Collateral" has the meaning assigned to such term in Section 3(a).



     "Collateral Agency Agreement" means the collateral agency agreement,  dated

the date hereof, between CSFB and the Pledgor.



     "Event of Default" or "Default" have the meanings assigned to such terms in

the Note Purchase Agreement.



     "Issuer" means (i) the Subsidiary and (ii) each other direct  subsidiary of

the Pledgor  that shall  hereafter  become,  in  accordance  with  Section 4, an

"Issuer" for purposes of this Pledge Agreement.

<PAGE>



     "Pledged  Instruments"  means (i) the promissory  notes listed on Exhibit A

hereto,  (ii) the  intercompany  notes listed on Exhibit B hereto,  and (ii) any

instrument  required to be pledged to the  Collateral  Agent pursuant to Section

3(b).



     "Pledged Securities" means the Pledged Instruments and

the Pledged Stock.



     "Pledged Stock" means the Subsidiary  Shares and any other capital stock or

securities  required to be pledged to the  Collateral  Agent pursuant to Section

3(b), and in respect of which such pledge or the Security  Interests or both has

not been  released  pursuant to Section 14 or other terms or  provisions of this

Pledge Agreement.



     "Secured Obligations" means, collectively:



     (i) the  payment of the Secured  Notes in  accordance  with the  provisions

thereof; and



     (ii) the Pledgor's obligations under this Pledge Agreement.



     "Secured Parties" means, collectively (i) the holders of the Secured Notes,

and (ii) the Collateral Agent.



     "Security Interests" means the security interests in the Collateral granted

hereunder securing the Secured Notes.



     "Subsidiary  Shares" means,  in aggregate,  at least sixty (60) per cent of

the capital stock of the Subsidiary owned by the Pledgor,  which share as at the

date hereof is represented by certificate  No. [__] issued by the Subsidiary and

registered in the name of the Pledgor.



     "UCC" means the Uniform Commercial Code of the State of New York.



     Unless otherwise defined herein, or unless the context otherwise  requires,

all terms  used  herein  which are  defined  in the UCC as in effect on the date

hereof shall have the meanings ascribed thereto in the UCC.



     Section 2.  Representations  and  Warranties.  The Pledgor  represents  and

warrants as follows:



     (a)  Title to  Pledged  Securities.  The  Pledgor  owns all of the  Pledged

Securities,  free and clear of any Liens other than the Security Interests.  All

of the Pledged Stock has been duly authorized and validly issued,  is fully paid

and nonassessable  (if applicable),  and is subject to no options to purchase or

similar  rights of any  person,  and  constitutes  all and not less than all the

Pledgor's  securities of any class in the capital of each Issuer. The Pledgor is

not and  agrees  that it will not  become a party to or  otherwise  bound by any

agreement,  other than this Pledge  Agreement or Note Purchase  Agreement  which

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC