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EXHIBIT 10.2

                          PLEDGE AND SECURITY AGREEMENT

         AGREEMENT dated November 27, 2002, by and between Advanced Technology
Industries, Inc. ("ATI"), a Delaware corporation (and all its subsidiaries,
including but not limited to Reseal Ltd. and Cetoni GMBH), LTD Network ("LTDN"),
a Delaware corporation, and Cascone, Cole & Collyer as Pledge Holder ("CCC" or
"Pledge Holder").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, on October 16, 2002 ATI and LTDN entered into a letter of
intent, which was later amended on November 27, 2002, whereby LTDN would acquire
controlling interest in ATI through a reverse merger or otherwise (the
"Acquisition");

         WHEREAS, in the amended letter of intent, the parties seek to negotiate
and execute a definitive acquisition/merger agreement to consummate the
Acquisition;

         WHEREAS, the amended letter of intent and a secured promissory note as
an exhibit to such letter provide for preliminary loans from LTDN to ATI prior
to the closing of the Acquisition;

         WHEREAS, from November 1, 2002 to November 22, 2002, pursuant to such
Notes LTDN has advanced up to $200,000 as a loan and such loan is secured by
certain ATI's patents under the terms of the executed notes; and

         WHEREAS, LTDN may advance other installments to ATI under such notes
which shall also be secured by other ATI patents and shares of ATI common stock
to be issued to LTDN;

         NOW, THEREFORE, in consideration of the premises and the agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.       PLEDGE.

         (a)      To secure the installments of $200,000 already lent by LTDN to
                  ATI and up to an additional $300,000 of installments that may
                  be so lent, ATI herewith deposits with CCC, and CCC
                  acknowledges receipt of any and all list of patents attached
                  hereto, patents and patent applications pertaining to its Star
                  Can Patents issued or to be issued in its name or that of its
                  subsidiaries, either Reseal Ltd. and/or Cetoni GMBH in any and
                  all jurisdictions (together called either the Star Patents or
                  as part of a total package referred to as "All ATI Patents"
                  whatever the case may be). The Star Patents are accompanied by
                  executed assignments in the form of Exhibit A hereto or
                  otherwise. This Agreement may be immediately filed with the
                  U.S. Patent Office, patent offices of other countries and
                  other governmental entities necessary to perfect LTDN's
                  security interests in such patents. ATI shall promptly
                  cooperate with LTDN to prepare, execute and file whatever
                  documents are necessary to perfect LTDN's security interests
                  to all ATI Patents when and if requested by LTDN.

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         (b)      In the event that LTDN advances other installments to ATI in
                  excess of the $500,000 referred to above and in order to
                  secure them, ATI shall deposit with CCC, and CCC, in turn,
                  will acknowledge receipt of a list of certain other patents
                  held by ATI, its patent applications and patents (together
                  called "Other ATI Patents" or as part of a total package
                  referred to as "All ATI Patents," whatever the case may be)
                  and the certificates representing a certain number of shares
                  of the Common Stock to be issued by ATI to LTDN (together with
                  any certificates, options or rights received pursuant to
                  Section 1(d), the "Pledged Stock"). The Other ATI Patents will
                  be accompanied by executed assignments in the form of Exhibit
                  A hereto.

         (c)      ATI pledges to LTDN, and grants and transfers to LTDN a first
                  priority security interest in the Star Patents, and shall
                  pledge to LTDN and grant and transfer a first priority
                  security interest in the Other ATI Patents and the Pledged
                  Stock, upon further advances of funds above a total of
                  $500,000 from LTDN, if any, as collateral security for the
                  full and timely payment when due to LTDN, of all principal and
                  interest from time to time due and owing in accordance with
                  the terms of the Notes (the "Note Obligations").

         (d)      The Pledge Holder hereby accepts delivery of the documents
                  pertaining to the Star Patents referred to above and shall
                  accept delivery of the documents pertaining to the Other ATI
                  Patents and the Pledged Stock referred to above when and if
                  further advances of funds by LTDN are made and shall hold All
                  ATI Patents and/or the Pledged Stock pursuant to this
                  Agreement. If, while this Agreement is in effect, the owner of
                  the Pledge Shares becomes entitled to receive or receives any
                  stock certificate (including, without limitation, any
                  certificate representing a stock dividend or a security issued
                  in connection with any reclassification, increase or reduction
                  of capital, or issued in connection with any merger,
                  consolidation or reorganization), option or rights
                  representing or with respect to the Pledged Stock or any other
                  capital stock of the Company, whether as an addition to, in
                  substitution of, or in exchange for any shares of any Pledged
                  Stock, ATI shall deliver the same forthwith to the Pledge
                  Holder, to be held by the Pledge Holder on behalf of and for
                  LTDN, subject to the terms of this Agreement, as additional
                  collateral security for the Note Obligations.

         (e)      LTDN shall grant to the Pledge Holder and the Pledge Holder's
                  successors and assigns hereunder its irrevocable proxy to vote
                  the Pledged Stock as required by, and subject to the
                  limitations set forth in, Section 4, following a Pledge
                  Default (as hereinafter defined). Such proxy is coupled with
                  an interest. LTDN shall execute and deliver to the Pledge
                  Holder such further transfers, stock powers, assurances,
                  irrevocable proxies and agreements as the Pledge Holder shall
                  reasonably request in connection with his duties hereunder.
                  LTDN shall take such actions and execute and deliver such

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                  documents as may be reasonably requested by the Pledge Holder
                  or otherwise necessary or appropriate to carry out the
                  purposes of this Agreement. The Pledge Holder shall be under
                  no obligation to make any such request.

         (f)      ATI hereby represents, warrants and covenants that except for
                  the pledge and security interest granted and transferred, or
                  to be granted and transferred, hereby, it and LTDN have, and
                  will have, while on deposit hereunder, good title to All ATI
                  Patents and the Pledged Stock, free and clear of all liens
                  superior to or PARI PASSU with the pledge and security
                  interest granted and transferred hereby, other than liens for
                  taxes not delinquent or being contested in good faith or
                  similar inchoate liens on ATI's assets generally. ATI shall
                  not sell, assign, transfer, exchange or otherwise dispose of
                  All ATI Patents or the Pledged Stock unless the loans made to
                  ATI by LTDN have been repaid in full, including all accrued
                  interest, or the terms of this Agreement have been otherwise
                  fulfilled. However, in the ordinary course of business, ATI
                  may license any or All ATI Patents and collect royalties or
                  licensing fees in this regard with the prior written approval
                  of LTDN.

         (g)      In the event that LTDN fails to furnish a total of Five
                  Hundred Thousand Dollars ($500,000) by January 30, 2002 to ATI
                  as advances pursuant to the secured promissory notes, then
                  LTDN loses and waives its rights to the security involving the
                  Star Patents, and such patents shall be returned to ATI by the
                  Pledge Holder within twenty one (21) days of written notice to
                  it of LTDN's failure to so fund ATI. In the event that LTDN
                  fails to furnish a total of Five Million Dollars ($5,000,000)
                  to ATI required by the amended letter of intent dated October
                  16, 2002 and November 27, 2002, respectively and under the
                  subsequent formal agreement contemplated by the parties or in
                  the event that LTDN voluntarily decides not to proceed with or
                  consummate the Acquisition, then LTDN waives and loses its
                  rights to All ATI Patents then pledged and secured hereunder
                  and is allowed to substitute a certain number of shares of ATI
                  common stock of equal value, all to be determined by the
                  parties hereto as security hereunder and pursuant to the
                  secured promissory notes. None of these waivers, losses or
                  changes and substitution of security hereunder shall become
                  effective if ATI is in default or has breached any material
                  terms, conditions or obligations under the secured promissory
                  notes, the amended letter of intent or the subsequent formal
                  agreement with regard to the Acquisition or if ATI has chosen
                  or opted not to proceed with or consummate such transaction of
                  its own accord. The Pledge Holder shall return such patents to
                  ATI, and ATI shall substitute such shares of its common stock
                  for such patents within twenty one (21) days of the failure of
                  LTDN to perform as herein provided, and this exchange of
                  security shall be deemed ATI's sole and exclusive remedy
                  against LTDN for such conduct.

         (h)      Upon further loan advances in excess of the initial $500,000,
                  LTDN and ATI shall identify and determine in writing on each
                  occasion the combination of Other Patents and/or the number of
                  ATI shares of common stock to be pledged hereunder as security
                  for the corresponding promissory notes to be executed by ATI.

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         2.       DIVIDEND, VOTING AND OTHER RIGHTS; TERMINATION.

         (a)      Subject to the taking by the Pledge Holder of any Authorized
                  Pledge Holder Action (as hereinafter defined) required to be
                  taken by the Pledge Holder pursuant to Section 4, LTDN shall
                  have all rights of a shareholder with respect to the Pledged
                  Stock, including without limitation the right to vote the
                  Pledged Stock and to receive dividends thereon, subject,
                  however, to Section 1(d) hereof and to any limitations to be
                  contained in the definitive merger or acquisition agreement
                  between ATI and LTDN.

         (b)      Upon payment in full of all outstanding Notes or consummation
                  of the merger and acquisition between ATI and LTDN, the pledge
                  and security interest granted and transferred by this
                  Agreement shall automatically terminate and ATI shall be
                  entitled to the prompt return of All ATI Patents and the
                  Pledged Stock. Subject to Section 4, the Pledge Holder shall
                  deliver the Pledged Stock and the ATI Patents to ATI following
                  receipt of a written notice from them to the effect that the
                  Notes have been paid in full or that such merger or
                  acquisition has been consummated and directing the Pledge
                  Holder to deliver all the Pledged Stock to ATI.

         3.       PLEDGE DEFAULT. "Pledge Default" as used in this Agreement
                  shall mean the failure of the parties to close the Acquisition
                  as a result of ATI's failure to proceed with the Acquisition
                  or breach of its obligations owed LTDN under the amended
                  letter of intent or the subsequent formal agreement
                  contemplated between the parties, or the failure of ATI to pay
                  the Notes following the occurrence of any Event of Default
                  under and as defined in the Notes and the declaration by LTDN
                  of all outstanding obligations thereunder to be due and
                  payable with respect to such Event of Default in accordance
                  with the terms and conditions of the Notes. For a Pledge
                  Default to exist prior to the consummation of the Acquisition,
                  LTDN, at the time thereof, has to have stood ready, willing
                  and able to proceed with, or to consummate, the Acquisition
                  but for the Pledge Default.

         4.       ACTIONS OF LTDN WITH RESPECT TO THE ATI PATENTS AND THE
                  PLEDGED STOCK.

         (a)      If a Pledge Default shall occur and so long as such Pledge
                  Default is continuing, LTDN may give a written notice to the
                  Pledge Holder and ATI reciting that a Pledge Default has
                  occurred and is continuing (a "Default Notice"), directing the
                  Pledge Holder:

                  (i)      to vote the Pledged Stock in the manner prescribed
                           therein, or execute such proxies or other instruments
                           provided therein to enable LTDN to vote the Pledged
                           Stock, and/or
                  (ii)     to exercise on behalf of LTDN any remedies
                           contemplated by Section 5.

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         (b)      In the event that the Pledge Holder receives a Default Notice
                  from LTDN pursuant to Section 4(a) or a notice from ATI
                  pursuant to Section 2(b) (the party giving such notice being
                  hereinafter referred to as the "Demanding Party"), in either
                  case directing the Pledge Holder to vote, make some
                  disposition of or take some other action with respect to All
                  ATI Patents and/or the Pledged Stock, but only one or more of
                  the actions expressly contemplated by Section 2(b) or 4(a), as
                  applicable (any such notice being hereinafter referred to as
                  an "Disposition Notice" and any such action or actions being
                  hereinafter referred to as an "Authorized Pledge Holder
                  Action"), the Pledge Holder shall give prompt written notice
                  of receipt of such Disposition Notice to LTDN and ATI, as the
                  case may be (the "Non-Demanding Party"), accompanied by a copy
                  of such Disposition Notice. Except as contemplated by Section
                  4(d), the Non-Demanding Party shall have the right to object
                  to the proposed Authorized Pledge Holder Action set forth in
                  the Disposition Notice, but only on the grounds that the
                  Demanding Party is not entitled under this Agreement to the
                  Authorized Pledge Holder Action requested, by giving the
                  Pledge Holder written notice of such objection setting forth
                  the grounds therefor (an "Objection Notice") within 15 days
                  after the giving of the Pledge Holder's notice under this
                  clause, but not thereafter, time being of the essence for
                  purposes of the foregoing time limitation. Upon timely receipt
                  of such an Objection Notice, the Pledge Holder shall promptly
                  give notice of such objection, including a copy thereof, to
                  the Demanding Party, and Section 4(c) shall be applicable. If
                  the Pledge Holder does not receive an Objection Notice within
                  such 15-day notice period, time being of the essence for
                  purposes of the foregoing time limitation, or if the Pledge
                  Holder at any time following the giving of a Disposition
                  Notice and so long as the same has not been withdrawn by the
                  Demanding Party receives the written authorization of the
                  Non-Demanding Party to comply with the Disposition Notice, the
                  Pledge Holder shall promptly thereafter carry out the
                  Authorized Pledge Holder Action set forth in the Disposition
                  Notice.

         (c)      If the Pledge Holder receives a timely Objection Notice as
                  provided for in Section 4(b), the Pledge Holder shall continue
                  to hold All ATI Patents and/or the Pledged Stock until one of
                  the following occurs: (i) the Pledge Holder receives the
                  written authorization of the Non-Demanding Party to carry out
                  the Authorized Pledge Holder Action set forth in the
                  Disposition Notice, in which case the Pledge Holder shall
                  promptly thereafter carry out the Authorized Pledge Holder
                  Action so set forth; (ii) the Pledge Holder receives written
                  notice from LTDN and ATI jointly directing that the Pledge
                  Holder take an Authorized Pledge Holder Action with respect to
                  All ATI Patents and/or the Pledged Stock or make some other
                  disposition of the Pledged Stock, in which case Pledge Holder
                  shall promptly thereafter comply with such direction; (iii)
                  arbitration or litigation arises between ATI and LTDN with
                  respect to the disposition of All ATI Patents and/or the
                  Pledged Stock, in which event the Pledge Holder may deposit

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                  the ATI Patents and/or the Pledged Stock with the arbitral
                  panel or court in which such arbitration or litigation is
                  pending and shall in any event dispose of the ATI Patents
                  and/or the Pledged Stock only as directed pursuant to a final
                  judgment entered on an arbitral award or of a court of
                  competent jurisdiction, after expiration of any applicable
                  appeal periods; or (iv) the Pledge Holder takes such
                  affirmative steps as the Pledge Holder elects in order to
                  terminate Pledge Holder's duties hereunder, as contemplated by
                  Section 6(b) and/or 6(g).

         (d)      Notwithstanding Sections 4(b) and 4(c), in the event that (i)
                  any LTDN Notice relates to the failure of ATI to timely pay
                  any regularly scheduled installment of principal and interest
                  under the Notes, or any portion thereof in excess of $5,000;
                  (ii) the Pledge Holder determines that such installment or any
                  portion thereof in excess of $5,000, has not been paid when
                  due; and (iii) the Pledge Holder has not received and, within
                  15 days after the giving of such Notice, time being of the
                  essence for purposes of the foregoing time limitation, does
                  not receive, singly or in combination, (A) evidence that such
                  installment or portion thereof has been paid in full; (B) a
                  copy of the written agreement of LTDN, authorizing ATI to
                  withhold the amount unpaid under the Notes; or (C) a notarized
                  executed statement by LTDN that the merger with or acquisition
                  of ATI has been consummated, the Pledge Holder shall promptly
                  thereafter carry out the Pledge Holder Action set forth in
                  such Notice. In the event that the Pledge Holder receives,
                  singly or in combination, the items referred to in (A) through
                  (C) above on or before such 15th day, time being of the
                  essence for purposes of the foregoing time limitation, the
                  Notice referred to above shall be void and the Pledge Holder
                  shall not take any action requested therein.

         (e)      In connection with any Disposition Notice given to the Pledge
                  Holder, whether by ATI pursuant to Section 2(b) or by LTDN
                  pursuant to Section 4(a) or Section 4(d), the Pledge Holder
                  shall not take any Authorized Pledge Holder Action requested
                  therein until all relevant notice and/or appeal periods
                  contemplated by this Section 4 have expired and until
                  expressly required to do so by the applicable provisions of
                  this Section 4. In addition, in connection with any such
                  Disposition Notice, the Pledge Holder shall not be required to
                  take any action other than an Authorized Pledge Holder Action,
                  i.e., in the case of a Disposition Notice from ATI pursuant to
                  Section 2(b), to deliver any ATI Patents to ATI or the Pledged
                  Stock to ATI, or in the case of such Notice pursuant to
                  Section 4(a) or Section 4(d), to vote the Pledged Stock or to
                  execute and deliver proxies and other instruments as
                  contemplated by Section 4(a)(i) and/or to dispose of the
                  Pledged Stock as contemplated by Sections 4(a)(ii) and 5, and
                  in each case only as expressly requested by such Notice.

         (f)      In the event that the Pledge Holder receives at any time the
                  joint written notice of ATI and LTDN directing the Pledge
                  Holder to take any action with respect to the ATI Patents or
                  the Pledged Stock, the Pledge Holder shall promptly comply
                  with such request; provided, that in connection therewith, the
                  Pledge Holder shall not be required to take any action other
                  than (i) an Authorized Pledge Holder Action or (ii) delivery
                  of All ATI Patents and the Pledged Stock to the person or
                  persons specified in such notice.

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         (g)      Each LTDN Notice, and each action taken by the Pledge Holder
                  in accordance with this Agreement, shall be binding on LTDN,
                  except as otherwise agreed between ATI and LTDN with respect
                  to LTDN's rights hereunder.

         5.       REMEDIES.

         (a)      So long as a Pledge Default is continuing, LTDN shall have the
                  right, by giving its Notice delivered to the Pledge Holder, to
                  direct the Pledge Holder to sell, assign and deliver all or
                  any part of the ATI Patents or the Pledged Stock, and all
                  right, title and interest therein, for its own benefit, free
                  of any right of redemption after sale, for cash, upon credit
                  or for future delivery, on the terms and subject to the
                  conditions hereinafter set forth, and to exercise any other
                  remedy with respect to All ATI Patents and the Pledged Stock
                  which is granted to a secured party under the Uniform
                  Commercial Code of New York. If any of the ATI Patents and the
                  Pledged Stock are sold upon credit or for future delivery,
                  neither the Pledge Holder, nor LTDN shall be liable for the
                  failure of the buyer to purchase or to pay for the same and,
                  in the event of any such failure, LTDN may direct the Pledge
                  Holder to resell such ATI Patents or the Pledged Stock, and
                  may retain a security interest in any of the ATI Patents or
                  the Pledged Stock in connection with any such sale or resale.
                  In connection with any such sale, the Pledge Holder shall have
                  the right, for and in the name, place and stead of ATI to
                  execute and deliver to the appropriate persons endorsements,
                  assignments or other instruments of conveyance or transfer
                  with respect to all or any of the ATI Patents and/or the
                  Pledged Stock. All sales of the ATI Patents and/or the Pledged
                  Stock by the Pledge Holder pursuant to this Agreement shall be
                  conducted in a commercially reasonable manner.

         (b)      In the case of all sales, public or private, of any ATI
                  Patents or the Pledged Stock, ATI shall be liable for all
                  costs and expenses reasonably incurred for sale or delivery,
                  including brokers' and attorneys' fees and disbursements, and
                  after deducting such costs and expenses from the proceeds of
                  sale, the Pledge Holder shall apply any residue to the payment
                  of the Note Obligations. The balance, if any, remaining after
                  payment in full of the Notes shall be paid to ATI. ATI shall
                  remain liable for any deficiencies.

         (c)      The Pledge Holder shall give ATI at least ten business days'
                  prior notice of the time and place of any public or private
                  sale, which notice shall be deemed reasonable. All other
                  demands, advertisements and notices are hereby waived. Upon
                  each private sale of any or all of the ATI Patents and/or the
                  Pledged Stock and upon each public sale, LTDN may themselves
                  purchase all or any of the ATI Patents or the Pledged Stock
                  being sold, free from any equity in the ATI Patents or the
                  Pledged Stock or right of redemption after sale.

         (d)      ATI recognizes that the Pledge Holder may be unable to effect
                  a public sale of all or part of the Pledged Stock by reason of
                  certain prohibitions contained in the Securities Act of 1933,
                  as amended, but may be compelled to resort to one or more

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                  private sales to a restricted group of buyers who will be
                  obligated to agree, among other things, to acquire such
                  Pledged Stock for their own account, for investment and not
                  with a view to or in connection with the distribution thereof.
                  ATI acknowledges that private sales so made may be at prices
                  and on other terms less favorable to him and LTDN than if such
                  Pledged Stock were sold at public sales.

         6.       CONCERNING PLEDGE HOLDER. The acceptance by the Pledge Holder
                  of its duties under this Agreement is subject to the following
                  terms and conditions, which shall govern and control with
                  respect to the Pledge Holder's rights, duties, liabilities and
                  immunities:

         (a)      The obligations of the Pledge Holder shall be determined in
                  accordance with this Agreement and the Pledge Holder shall
                  have no duties or obligations other than those expressly
                  provided for in this Agreement or in any other agreement
                  involving the parties hereto to which the Pledge Holder is a
                  party. This Agreement shall not be deemed to create a
                  fiduciary relationship between the parties hereto under state
                  or federal law. The Pledge Holder shall not be responsible in
                  any manner for the validity or sufficiency of any property
                  delivered hereunder, or for the value or collectability of any
                  note, check or other instrument so delivered, or for any
                  representations made or obligations assumed by any party other
                  than the Pledge Holder. Nothing herein contained shall be
                  deemed to obligate the Pledge Holder to deliver any cash,
                  instruments, documents or any other property referred to
                  herein, unless the same shall have first been received by the
                  Pledge Holder pursuant to this Agreement. The Pledge Holder
                  shall not be liable for any action taken or omitted hereunder
                  except in the case of its gross negligence or willful
                  misconduct, nor shall it be liable for the default or
                  misconduct of any employee, agent or attorney appointed by it
                  who shall have been selected with reasonable care, except to
                  the extent that such liability is covered by fidelity or
                  similar insurance. The Pledge Holder shall not be liable for
                  damage resulting from the acts or omissions or failures to
                  perform of any third party, including the failure of any means
                  of communication, the closing of or other unavailability of a
                  bank or trust company, loss of any document in the mails, or
                  the failure of any delivery service to deliver as instructed.

(b)               In the event that the Pledge Holder shall be uncertain as to
                  its duties or rights hereunder or shall receive instructions
                  which in its opinion are in conflict with any provisions of
                  this Agreement, it shall be entitled to hold All ATI Patents
                  and/or the Pledged Stock pending the resolution of any such
                  controversy by arbitration as contemplated by Section 14 and a
                  final judgment entered by a court of a competent jurisdiction
                  on any resulting award, after expiration of all relevant
                  periods for appeal; or the Pledge Holder, at its option, may
                  commence an arbitration pursuant to Section 14 to which the
                  parties hereto are joined with respect to the proper
                  deposition of All ATI Patents and/or the Pledged Stock, and
                  may abide by the result of any final judgment entered by a
                  court of a competent jurisdiction on any resulting arbitral
                  award, after expiration of all relevant periods for appeal.

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         (c)      The Pledge Holder may assume, and shall be fully protected in
                  assuming, that any certificate, document, instrument or
                  communication received by it under this Agreement and believed
                  by it to be genuine is from the party purporting to send it
                  and is genuine in all respects and does not violate any law or
                  administrative rule or regulation and that any person giving
                  such communication has been duly authorized to do so.

         (d)      The compensation to which the Pledge Holder is entitled shall
                  be paid by LTDN in accordance with its normal time charges.
                  The Pledge Holder shall have a lien against any funds or
                  properties in its possession of which LTDN are the sole
                  beneficial owners, including any funds received by it on its
                  capacity as Pledge Holder, for the unpaid amount of any
                  compensation due it and, in its discretion, it may withdraw
                  the same from such funds or properties. The Pledge Holder
                  shall notify LTDN of any such withdrawal, but failure to give
                  such notice shall not invalidate the exercise by the Pledge
                  Holder of its rights hereunder.

         (e)      The Pledge Holder may consult legal counsel and other
                  professional advisors who may, but need not, be its counsel or
                  advisor, or counsel or advisor to any party having interest in
                  or connection with All ATI Patents and/or the Pledged Stock,
                  with respect to the meaning and construction of this Agreement
                  or its powers, obligations, and conduct hereunder. The Pledge
                  Holder shall be entitled to reasonable reimbursement for such
                  legal counsel's and other professional advisors' fees. The
                  Pledge Holder shall not be liable for the consequences of, and
                  shall be fully protected in acting pursuant to or relying
                  upon, the advice of such legal counsel or advisors.

         (f)      In the event a claim is asserted by any person or persons
                  against the Pledge Holder, its partners, or agents,
                  (hereinafter referred to as Indemnities) where the Indemnities
                  acted in good faith in reliance on directions or
                  communications of the parties in interest under this Agreement
                  or in the event the Indemnities are involved in litigation in
                  connection with any matter arising under this Agreement, the
                  Indemnities shall be indemnified by the parties in interest
                  under this Agreement against any liability imposed against
                  them as a result thereof or incurred for any reason arising
                  out of this Agreement or the matters referred to herein, other
                  than the gross negligence or willful misconduct of the
                  Indemnities, and shall be reimbursed by the parties in
                  interest for all expenses, including legal fees and expenses,
                  incurred in connection therewith unless such litigation or
                  claim asserted against any Indemnities results in a

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                  determination that there has been or that such Indemnities'
                  actions or failures to act hereunder constituted gross
                  negligence or willful misconduct, in which case, any
                  Indemnities against whom such determination is made shall not
                  be entitled to indemnification hereunder. The Indemnities
                  acting in good faith shall not be liable for any action,
                  omission, information or recommendation in connection with
                  this Agreement, except in the case of the Indemnities' gross
                  negligence, willful misconduct or knowing violation of any
                  applicable statute; PROVIDED, HOWEVER, that this limitation
                  shall not relieve the Indemnities from any liability for any
                  responsibility, obligation or duty which the Indemnities may
                  have under this Agreement. There shall be included in the
                  loss, liability, cost, damage and expense against which the
                  Indemnities are indemnified hereunder, all sums which the
                  Indemnities may pay in settlement of any such claim; provided
                  the Indemnities first obtain the written consent of ATI and
                  LTDN to such settlement. If the indemnification provided for
                  in this Section 6(f) is applicable, but for any reason is held
                  to be unavailable, the parties in interest shall contribute
                  such amounts as are just and equitable to the aggregate of any
                  and all losses, liability, costs, damages and expenses,
                  including reasonable counsel's fees and expenses, actually
                  incurred by the intended Indemnities as a result of or in
                  connection with, and any amount paid in settlement of, any
                  action, claim or proceeding arising out of or relating in any
                  way to any acts or omissions of the parties in interest under
                  this Agreement.

         (g)      The Pledge Holder may at any time resign hereunder by giving
                  written notice of its resignation to ATI and LTDN at least 30
                  calendar days prior to the date specified for such resignation
                  to take effect, and upon the effective date of such
                  resignation, all the ATI Patents and the Pledged Stock held by
                  it shall be delivered by it to a successor pledge holder
                  jointly designated in writing by ATI and LTDN whereupon all
                  obligations of the Pledge Holder hereunder shall cease and
                  terminate. If no successor is appointed, the Pledge Holder's
                  sole responsibility shall be to keep safely all the ATI
                  Patents and the Pledged Stock held by it and to deliver the
                  same to a person designated by the ATI and LTDN to or in
                  accordance with the directions of a final order or judgment of
                  a court of competent jurisdiction, after expiration of any
                  periods for appeal; provided, however, that the Pledge Holder
                  shall be under no duty to give the property then held by it
                  any greater degree of care than it gives to its own similar
                  property.

         7.       COMMUNICATIONS. All notices, consents and other communications
                  given or required under this Agreement shall be in writing and
                  shall be deemed to have been duly given when delivered by
                  Federal Express or a similar overnight courier to, or five
                  business days after being deposited in the United States mails
                  and mailed by prepaid registered or certified mail addressed
                  to, the party for whom intended, at the address for such party
                  set forth below, or to such other address as may be furnished
                  by such party by notice in the manner provided herein;
                  PROVIDED, HOWEVER, that any notice of change of address shall
                  be effective only upon receipt.

                           If to LTDN:

                                    LTD Network Inc.
                                    Level II Atrium Tower
                                    459 Collins St.
                                    Melbourne
                                    Vic 3000
                                    Australia
                                    Attention: Allan Klepfisz, Chairman & CEO

                                       10

<PAGE>

                           With a copy to:

                                    Kenneth T. Cascone, Esq.
                                    Cascone, Cole & Collyer
                                    711 Third Ave.
                                    New York, New York 10017

                           If to ATI and its subsidiaries:

                                    Advanced Technology Industries Inc.
                                    20 Taubenstrasser
                                    Berlin, Germany 10117
                                    Attention: Hans J. Skrobanek, President

                           If to the Pledge Holder:

                                    Kenneth T. Cascone Esq.
                                    Cascone, Cole & Collyer
                                    as indicated above

                 No notice shall be binding on the Pledge Holder unless actually
                 received by it. Each party giving any notice or other
                 communication under this Agreement shall take reasonable steps,
                 such as telephoning to confirm receipt, to assure that the
                 parties to which it is addressed are available to receive it
                 and have received it.

         8.       ENTIRE AGREEMENT. This Agreement, together with the Notes,
                  sets forth the entire understanding of the parties hereto to
                  date with respect to its subject matter, merges and supersedes
                  all prior and contemporaneous understandings with respect to
                  its subject matter and may not be waived or modified, in whole
                  or in part, except by a writing signed by the parties hereto,
                  in the event that the duties or obligations of the Pledge
                  Holder are altered thereby, by the P1edge Holder. No waiver of
                  any provision of this Agreement in any instance shall be
                  deemed to be a waiver of the same or any other provision in
                  any other instance. Failure of any party to enforce any
                  provision of this Agreement shall not be construed as a waiver
                  of its or his rights under such or any other provision.
                  However, this Agreement anticipates the execution of other
                  agreements in the future necessary to complete the merger or
                  acquisition between ATI and LTDN, should that transaction
                  occur, and shall be subject to them if it transpires.

                                       11

<PAGE>

         9.       SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
                  enforceable against and inure to the benefit of the parties
                  hereto and their respective heirs, administrators, executors,
                  personal representatives, successors and assigns, and nothing
                  herein is intended to confer any right, remedy or benefit upon
                  any other person. Except as provided in Section 6 with respect
                  to the Pledge Holder, this Agreement and any rights hereunder
                  may not be assigned by any party hereto.

         10.      GOVERNING LAW. This Agreement shall in all respects be
                  governed by and construed in accordance with the laws of the
                  State of New York applicable to agreements made and fully to
                  be performed in such State, without giving effect to conflicts
                  of law principles.

         11.      COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

         12.      CONSTRUCTION. Headings contained in this Agreement are for
                  convenience only and shall not be used in the interpretation
                  of this Agreement. References herein to Sections are to the
                  sections of this Agreement. As used herein, the singular
                  includes the plural, and the masculine, feminine and neuter
                  gender each includes the others where the context so
                  indicates.

         13.      SEVERABILITY. If any provision of this Agreement is held to be
                  invalid or unenforceable by a court of competent jurisdiction,
                  this Agreement shall be interpreted and enforceable as if such
                  provision were severed or limited, but only to the extent
                  necessary to render such provision and this Agreement
                  enforceable.

         14.      ARBITRATION. All disputes, controversies or differences which
                  may arise between the parties hereto or in connection with
                  this Agreement, or the breach hereof, which cannot be resolved
                  after good faith attempts to reach an amicable solution, shall
                  be finally settled by arbitration before the American
                  Arbitration Association according to its current rules and
                  procedures. In that case ATI and LTDN each shall appoint an
                  arbitrator and the two appointed arbitrators shall appoint a
                  third arbitrator to hear and determine the dispute. Each party
                  to the arbitration shall bear its own counsel fees and
                  expenses and shall equally bear such other costs. The Pledge
                  Holder hereby irrevocably submits itself to the jurisdiction
                  of any federal or state court sitting in New York, New York,
                  hereby waives any and all objections it may have with respect
                  to the jurisdiction of such forum or the inconvenience of such
                  forum or venue, but only as a stakeholder for the purpose of
                  determining the proper disposition of All ATI Patents and/or
                  the Pledged Stock and only for the purpose of the entry,
                  enforcement of judgment on and/or appeal of the arbitrators'
                  award, and consents that any service of process, notice of
                  motion or other application to any of said courts in
                  connection therewith, and any related papers, may be served on
                  the party and at the location given in Section 7 either by
                  registered or certified mail, return receipt requested, by
                  personal service, or in such other manner as may be
                  permissible under the rules of the applicable court.

                                       12


<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first set forth above.

                                             ADVANCED TECHNOLOGY
LTD NETWORK INC.                             INDUSTRIES, INC.

By: /s/ Allan Klepfisz                       By: /s/ Hans J. Skrobanek
    ---------------------------------            -------------------------------
    Allan Klepfisz                               Hans J. Skrobanek
    Chairman & CEO                               President

CASCONE COLE & COLLYER, as                   RESEAL, LTD
Pledge Holder

By:                                          By:
    ---------------------------------            -------------------------------
    Partner                                      President

                                             CETONI GMBH

                                             By:
                                                 -------------------------------
                                                 President

                                       13