COLLATERAL AGENCY AGREEMENT





     THIS  COLLATERAL  AGENCY AGREEMENT (this "Agreement"), dated as of March 7,

2006,  is  made among each of the Purchasers named on the signature pages hereof

(each  a  "Purchaser"  and,  collectively,  the "Purchasers") and SOFAER CAPITAL

INC.,  as collateral agent for the Purchasers (in such capacity, the "Collateral

Agent").



     The  Purchasers  have entered into a Securities Purchase Agreement dated as

of  March 1, 2006 (as amended, modified, renewed, extended or replaced from time

to  time,  the  "Securities  Purchase Agreement") with Powerlinx, Inc., a Nevada

corporation  (the  "Company")  under  which the Purchasers will purchase certain

convertible debentures from the Company (as amended, modified, renewed, extended

or  replaced  from  time  to time, the "Debentures") and in connection therewith

will  receive certain collateral to secure the Debentures. The Purchasers desire

to  enter  into  this  Agreement  to  provide,  among  other things, for (i) the

appointment,  duties  and  responsibilities  of  a  Collateral  Agent,  (ii) the

respective  rights  and  interests  of the parties in and to the Collateral, and

(iii)  the  administration  of  the Collateral upon the terms and subject to the

conditions set forth in this Agreement.



     Accordingly, the parties hereby agree as follows:



SECTION  1     Definitions;  Interpretation.



     (a)     Terms  Defined  in  Securities  Purchase Agreement. All capitalized

terms  used  in  this  Agreement and not otherwise defined herein shall have the

meanings assigned to them in the Securities Purchase Agreement.



     (b)     Certain  Defined  Terms.  As  used in this Agreement, the following

terms shall have the following meanings:



     "Affiliate"  means  any  Person which, directly or indirectly, controls, is

controlled  by  or  is under common control with another Person. For purposes of

the  foregoing,  "control," "controlled by" and "under common control with" with

respect  to any Person shall mean the possession, directly or indirectly, of the

power  to  direct  or cause the direction of the management and policies of such

Person,  whether  through  the  ownership of voting securities or by contract or

otherwise.



     "Business  Day"  means a day (i) other than Saturday or Sunday, and (ii) on

which commercial banks are open for business in New York, NY.



     "Collateral"  the  property now existing or hereafter acquired which may at

any  time be or become subject to a security interest in favor of the Collateral

Agent  or  the  Purchasers  pursuant to the Documents or otherwise, securing the

payment and performance of the Obligations.



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     "Collateral Documents" means any agreement, document or instrument pursuant

to  which  any  Obligor  or any other Person provides a security interest in its

assets in favor of the Purchasers or the Collateral Agent for the benefit of the

Purchasers.



     "Documents"  means  the  Securities Purchase Agreement, the Debentures, any

Guaranty,  the  Collateral  Documents  and  all other documents, instruments and

agreements  delivered  to the Purchasers, or the Collateral Agent, in connection

therewith.



     "Guaranty"  means any guaranty of the Obligations provided by any Person in

favor of the Purchasers.



     "Obligations"  means the indebtedness, liabilities and other obligations of

the  Obligors  to  the  Purchasers  under  or  in connection with the Documents,

including  all  unpaid principal of the Debentures, all interest accrued thereon

and all other amounts payable by the Obligors to the Purchasers thereunder or in

connection therewith, whether now existing or hereafter arising, and whether due

or to become due, absolute or contingent, liquidated or unliquidated, determined

or undetermined.



     "Obligor" means the Company or any guarantor of the Obligations.



     "Person"  means  an  individual,  corporation,  partnership, joint venture,

trust, unincorporated organization or other entity of whatever nature. -



     "Pro Rata Share" of any Purchaser means (a) in connection with any payments

or  distributions  to  any  Purchaser,  (i)  in  the  case of accrued and unpaid

interest on any of the Obligations to any payment date, the proportion which the

amount  of  interest accrued and unpaid to such Purchaser bears to the aggregate

amount  of  interest  accrued  and unpaid to all Purchasers; (ii) in the case of

unpaid principal of any of the Obligations of the proportion which the amount of

unpaid principal owing to such Purchaser bears to the aggregate amount of unpaid

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