Exhibit
      10.25




**THIRD
      AMENDED AND RESTATED PLEDGE AGREEMENT**




**THIS
      THIRD AMENDED AND RESTATED PLEDGE AGREEMENT** dated
      as
      of February 23, 2006 (this " Agreement "),
      between Simclar, Inc., a Florida corporation (" Simclar "),
      Simclar (Mexico) Inc, a Illinois corporation ("Simclar - Mexico") (Simclar
      and
      Simclar - Mexico shall be individually known as a " Pledgor "
      and
      collectively as the " Pledgors "),
      and
      The Governor and Company of the Bank of Scotland (" Lender ")
      of the
      Facility Letter in respect of a $5,650,000 term loan originally dated October
      2,
      2001, as amended on January 17, 2003, July 1, 2003, October 14, 2004 and on
      or around December 21, 2005, between Lender and Simclar (the " Term
      Loan Facility Letter "),
      the
      Facility Letter in respect of $5,000,000 working capital facilities originally
      dated October 2, 2001, as amended on July 25, 2002, November 10, 2003,
      October 14, 2004 and on or around December 21, 2005, between the Lender and
      Simclar (the " Working
      Capital Facilities Letter ")
      and
      the Facility Letter in respect of $1,000,000 additional working capital
      facilities dated on or around December 21, 2005, between Lender, Simclar and
      Simclar Interconnect Technologies, Inc. (“ SI T”)
      (the
“ Additional
      Working Capital Facilities Letter ,”
and
      together with the Term Loan Facility Letter and the Working Capital Facilities
      Letter, the " Facilities
      Letters ")
      and
      for and on behalf of each person or other entity which is now of hereafter
      a
      Security Beneficiary (as such term is defined below).




As
      an
      express condition of Lender agreeing to make additional loans to Simclar and
      SIT, the Lender required, *inter
      alia* ,
      that
      Pledgors provide additional security for the performance of all of the
      obligations under the Loan Documents, which security Pledgors agreed to provide
      in accordance with the terms of that certain Second Amended and Restated Pledge
      Agreement dated as of May 19, 2005, between Simclar, Lender and the other
      parties named therein (the " Original
      Pledge Agreement ");
      and




Pledgors
      desire to amend and restate the terms of the Original Pledge Agreement in order
      to, *inter
      alia* ,
      provide
      additional collateral to the Lender in order to induce Lender to fund the
      additional amounts under the Facilities Letters, and Lender is amenable to
      such
      amendment and restatement in accordance with the terms set forth herein;
      and




Each
      Pledgor acknowledges that it has benefited from the loans already extended
      by
      the Lender to Pledgor pursuant to the terms of the Loan Documents, and that
      is
      willing to derive further benefit from the funding by Lender; and




It
      is a
      condition precedent to the obligation of Lender agreeing to make available
      to
      Simclar the facilities under the Facilities Letters that Pledgors shall have
      executed and delivered this Agreement to the Lender for the benefit of the
      Security Beneficiaries.




Accordingly,
      the Pledgors and the Lender, for the benefit of each of the Security
      Beneficiaries, hereby agree as follows:




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**1.**
            DEFINITIONS




Capitalized
      terms used in this Agreement but not defined herein shall have the meanings
      given to such terms in the Facilities Letters. As used herein, the following
      terms shall have the following meanings:




" Event
      of Default "
      means
      an "Event of Default" as set forth in the Term Loan Facility Letter.




" Issuer "
      means
      each corporation, partnership, limited liability company or other issuer, person
      or entity whose shares, ownership interests, notes, instruments or other
      securities are from time to time included in, or required under the Facilities
      Letters to be included in, the Collateral.




" Lien "
      means,
      with respect to any asset, any mortgage, lien, pledge, charge, security interest
      or similar encumbrance, whether voluntary or involuntary or arising by operation
      of law, in respect of such asset, including the Security Interests. For purposes
      of this Agreement, a Person shall be deemed to own subject to a Lien any asset
      which it has acquired or holds subject to the interest of a vendor or lessor
      under any conditional sale agreement, capital lease or other title retention
      agreement relating to such asset.




" Loan
      Document "
      means
      the "BoS Documents" as defined in the Term Loan Facility Letter, together with
      this Agreement, the Security Agreement or any other financing statement,
      agreement, document or instrument entered into or delivered pursuant thereto
      or
      hereto.




" Person "
      means
      any individual, corporation, company, limited liability company, voluntary
      association, partnership, limited liability partnership, joint venture, trust,
      unincorporated organization or government (or any agency, instrumentality or
      political subdivision thereof).




" Pledgor
      Obligations "
      means
      the collective reference to the unpaid principal and interest under the
      Facilities Letters (including interest accruing at the then applicable rate
      provided in the Facilities Letters after the final repayment date referred
      to
      therein or any acceleration thereof pursuant to the terms of the Facilities
      Letters or after the commencement of any insolvency, reorganization or like
      proceeding relating to Simclar) and all other obligations and liabilities of
      any
      Pledgor to the Lender or the Security Beneficiaries, whether direct or indirect,
      absolute or contingent, due or to become due, or now existing or hereafter
      incurred, which may arise under, out of or in connection with the Facilities
      Letter, the other Loan Documents or any other document made, delivered or given
      by any Pledgor in connection with the Loan Documents, in each case whether
      on
      account of principal, interest, reimbursement obligations, fees, indemnities,
      costs, expenses or otherwise (including all fees and disbursements of counsel
      to
      the Lender or the Security Beneficiaries that are required to be paid by any
      Pledgor pursuant to the terms of any of the foregoing).




" Security
      Agreement "
      means
      that certain Second Amended and Restated Security Agreement executed by the
      Pledgors, Lender and the other parties named therein and dated the date hereof.




2




" Security
      Beneficiary "
      means
      the Lender and any assignee, novatee or transferee of any of the rights and
      obligations of the Lender under the Facilities Letters.




" Security
      Interests "
      means
      the security interests in the Collateral granted hereunder securing the Pledgor
      Obligations.




" UCC "
      means
      the Uniform Commercial Code as from time to time in effect in the State of
      Florida; provided that if by reason of mandatory provisions of law, the
      perfection or the effect of perfection or non-perfection of a security interest
      in any Collateral is governed by the Uniform Commercial Code as in effect in
      a
      jurisdiction other than Florida, "UCC" means the Uniform Commercial Code as
      in
      effect in such other jurisdiction for purposes of the provisions hereof relating
      to such perfection or effect of perfection or non-perfection; and provided
      further that to the extent that the UCC is used to define any term herein or
      in
      any Loan Document and such term is defined differently in different Articles
      or
      Divisions of the UCC, the definition of such term contained in Article or
      Division 9 shall govern.




When
      the
      context requires, terms and provisions relating to the Collateral or any part
      thereof, when used in relation to a Pledgor, shall refer to that Pledgor's
      Collateral or the relevant part thereof.




2.
            PLEDGE
                AND SECURITY INTEREST.




For
      the
      benefit of the Lender and the Security Beneficiaries, each Pledgor hereby
      transfers, hypothecates, pledges, sets over and delivers unto the Lender, and
      grants to the Lender a security interest in all right, title and interest such
      Pledgor now has or hereafter acquires in (a) the shares of capital stock and
      other ownership interests of the Issuers set forth on Schedule I and all
      shares of capital stock, partnership interests, membership interests, other
      ownership interests and other securities and instruments of the Issuers
      (excluding any such interests in any business entity incorporated outside of
      the
      United States, but including, without limitation, options, warrants and
      subscription rights with respect to any such ownership interests, securities
      and
      instruments) now owned or obtained in the future by such Pledgor and the
      certificates representing or evidencing all such shares or other interests
      or
      securities (the "Pledged Stock"), (b) all other property which may be delivered
      to and held by the Lender pursuant to the terms hereof, (c) all payments of
      principal or interests, dividends, cash, instruments and other property from
      time to time received, receivable or otherwise distributed in respect of, in
      exchange for or upon the conversion of the securities, instruments, other
      ownership interests and other items referred to in clause (a) or clause (b)
      above, (d) except as provided in Section 6 below, all rights and privileges
      of such Pledgor with respect to the securities and other property referred
      to in
      clauses (a), (b) and (c) above, and (e) all proceeds of any of the foregoing
      (the items referred to in clauses (a) through (e) being collectively called
      the
      "Collateral"). Upon delivery to the Lender, (A) any share certificates, notes
      or
      other securities or instruments now or hereafter included in the Collateral
      (the
      "Pledged Securities") shall be duly endorsed to the Lender or accompanied by
      stock powers duly executed in blank or other instruments of transfer
      satisfactory to the Lender and by such other instruments and documents as the
      Lender may reasonably request, and (B) all other property comprising part of
      the
      Collateral shall be accompanied by proper instruments of assignment duly
      executed by such Pledgor and such other instruments or documents as the Lender
      may reasonably request (including, without limitation, UCC financing
      statements). Each delivery of Pledged Securities shall be accompanied by a
      schedule describing the securities theretofore and then being pledged hereunder,
      which schedule shall be attached hereto as Schedule I and made a part
      hereof. Each schedule so delivered, after approval by the Lender, shall
      supersede any prior schedules so delivered. In addition, all such Pledged Stock
      shall be accompanied by irrevocable written proxies satisfactory under
      applicable corporate law of the jurisdiction of incorporation of the Issuer
      of
      such Pledged Stock. The Pledgors agree promptly to deliver or cause to be
      delivered to the Lender any and all Pledged Securities, and any and all
      certificates or other instruments or documents representing the Collateral,
      including without limitation all such items (whether now owned or hereafter
      acquired) which are required to be pledged to the
      Lender at any time hereafter pursuant to the Facilities Letters.




3




3.
            PLEDGOR
                OBLIGATIONS.




The
      pledges and security interests granted hereunder secure the payment, discharge
      and performance of all the Pledgor Obligations. All of the Collateral secures
      all of the Pledgor Obligat ions.




4.
            REPRESENTATIONS,
                WARRANTIES AND COVENANTS.




The
      Pledgors hereby represent, warrant and covenant to and with the Lender and
      each
      Security Beneficiary that:




(a)  Each
      Pledgor has acquired the Pledged Stock pledged by it hereunder for value and
      without notice of any adverse claim to the Pledged Stock; the Pledged Stock
      includes all the outstanding capital stock of the Issuer which is the issuer
      of
      such Pledged Stock; and all the shares of the Pledged Stock have been duly
      authorized and validly issued and are fully paid and nonassessable.




(b)  Except
      for the security interest granted hereunder, each Pledgor (i) is and will at
      all
      times continue to be the direct owner, beneficially and of record, of the
      Pledged Securities pledged by it hereunder, (ii) holds and will so hold the
      same
      free and clear of all Liens and of all other rights or options in favor of,
      or
      claims of, any other person, (iii) will make no assignment, pledge,
      hypothecation or transfer of, or create any security interest in, the
      Collateral, (iv) will cause all securities included within the Collateral to
      be
      certificated securities, and (v) will cause any and all certificates,
      instruments or other documents representing or evidencing Collateral to be
      forthwith deposited with the Lender and pledged or assigned hereunder.




(c)  by
      virtue
      of the execution and delivery by the Pledgors of this Agreement, when the
      Pledged Securities are delivered to the Lender in accordance with this
      Agreement, the Lender will obtain a valid, legal and perfected first priority
      lien upon and security interest in such Pledged Securities as security for
      the
      repayment of the Pledgor Obligations, free and clear of all Liens or other
      adverse claims (other than the Security Interests).




(d)  The
      pledge and security interest effected hereby is effective to vest in the Lender
      the rights in the Collateral contemplated herein.




4




(e)  The
      Pledgors will cause each Issuer not to issue any stock or other equity
      securities unless such securities are issued in accordance with the terms of
      the
      Loan Documents and are concurrently pledged and delivered to the Lender
      hereunder.




(f)  This
      Agreement is the legal, valid and binding obligation of each Pledgor and is
      enforceable against such Pledgor in accordance with its terms.




(g)  If
      any
      Pledgor shall become entitled to receive or shall receive any stock certificate
      (including without limitation any certificate representing a stock dividend
      or a
      distribution in connection with any reclassification, increase or reduction
      of
      any capital or any certificate issued in connection with any reorganization),
      option or rights in respect of capital stock of any Issuer, whether in addition
      to, in substitution of, as a conversion of, or in exchange for, any shares
      of
      the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept
      the same as the agent of the Lender and the Security Beneficiaries, hold the
      same in trust for the Lender and the Security Beneficiaries and deliver the
      same
      forthwith to the Lender in the exact form received, duly endorsed by such
      Pledgor to the Lender and accompanied by such stock powers and proxies as
      provided in Section 2 above, to be held by the Lender, subject to the terms
      hereof, as additional Collateral for the Pledgor Obligations. Any sums paid
      upon
      or in respect of the Pledged Securities upon the liquidation or dissolution
      of
      any Issuer shall be paid over to the Lender to be held by it hereunder as
      additional collateral security for the Pledgor Obligations, and in case any
      distribution of capital shall be made on or in respect of the Pledged Securities
      or any property shall be distributed upon or with respect to the Pledged
      Securities pursuant to the recapitalization or reclassification of the capital
      of any Issuer or pursuant to the reorganization thereof, the property so
      distributed shall, unless otherwise subject to a perfected security interest
      in
      favor of the Lender, be delivered to the Lender to be held by it hereunder
      as
      additional collateral security for the Pledgor Obligations. If any sums of
      money
      or property so paid or distributed in respect of the Pledged Securities shall
      be
      received by such Pledgor, such Pledgor shall, until such money or property
      is
      paid or delivered to the Lender, hold such money or property in trust for the
      Security Beneficiaries, segregated from other funds of such Pledgor, as
      additional collateral security for the Pledgor Obligations.




(h)  Each
      Pledgor will not (i) sell, assign, transfer, exchange, or otherwise dispose
      of,
      or grant any option with respect to, the Pledged Securities or proceeds thereof
      (except pursuant to a transaction, if any, expressly permitted by the Facilities
      Letters), (ii) create, incur or permit to exist any Lien or option in favor
      of,
      or any claim of any person with respect to, any of the Pledged Securities or
      proceeds thereof, or any interest therein, except for the security interests
      created by this Agreement or (iii) enter into any agreement or undertaking
      restricting the right of such Pledgor or the Lender to sell, assign or transfer
      any of the Pledged Securities or proceeds thereof.




(i)  In
      the
      case of each Pledgor which is an Issuer, such Issuer agrees that (i) it will
      be
      bound by the terms of this Agreement relating to the Pledged Securities issued
      by it and will comply with such terms insofar as such terms are applicable
      to
      it, (ii) it will notify the Lender promptly in writing of the occurrence of
      any
      of the events described in Section 4(g) above with respect to the Pledged
      Securities issued by it, and (iii) the terms of Section 6 hereof shall
      apply to it, *mutatis
      mutandis* ,
      with
      respect to all actions that may be required of it pursuant to Section 6
      with respect to the Pledged Securities issued by it.




5




5.
            REGISTRATION
                IN NOMINEE NAME; DENOMINATIONS.




Upon
      either (a) the occurrence and during the continuance of an Event of Default
      or
      (b) the reasonable good faith judgment of the Lender that the registration
      of
      the Pledged Securities is necessary or desirable to maintain or perfect the
      security interests created by this Agreement in the Pledged Securities or to
      protect or exercise the rights or remedies of the Lender hereunder, the Lender,
      on behalf of the Security Beneficiaries, shall have the right (in its sole
      and
      absolute discretion) to register the Pledged Securities in its own name or
      the
      name of its nominee. Each Pledgor will promptly give to the Lender copies of
      any
      notices or other communications received by it with respect to Pledged
      Securities registered in the name of such Pledgor. The Lender shall at all
      times
      have the right to exchange the certificates representing Pledged Securities
      for
      certificates of smaller or larger denominations for any purposes consistent
      with
      this Agreement.




6.
            IRREVOCABLE
                PROXY; VOTING RIGHTS; DIVIDENDS AND INTEREST; ETC.




(a)  For
      so
      long as this Agreement and the pledge and security interest created hereby
      remain in effect, and whether or not the Collateral or any of the Pledged
      Securities has been transferred into the name of the Lender or its nominee,
      each
      Pledgor hereby grants to the Lender a present, irrevocable proxy, coupled with
      an interest, and hereby constitutes and appoints the Lender as Pledgor's proxy
      with full power, in the same manner, to the same extent and with the same effect
      as if the Pledgor were to do the same, to exercise all voting, consenting,
      corporate and other rights accruing to Pledgor as owner of the Collateral or
      any
      part thereof, or arising out of or otherwise pertaining to the Collateral,
      and
      whether at any meeting of shareholders of any Issuer or in the absence of any
      such meeting or otherwise, and any and all rights of conversion, exchange and
      subscription and any other rights, privileges or options pertaining to such
      Collateral as if it were the absolute owner thereof (including, without
      limitation, the right to exchange at its discretion any and all of the Pledged
      Securities upon the merger, consolidation, reorganization, recapitalization
      or
      other fundamental change in the corporate structure of any Issuer, or upon
      the
      exercise by any Pledgor or the Lender of any right, privilege or option
      pertaining to such Pledged Securities, and in connection therewith, the right
      to
      deposit and deliver any and all of the Pledged Securities with any committee,
      depositary, transfer agent, registrar or other designated agency upon such
      terms
      and conditions as the Lender may determine), all without liability except to
      account for property actually received by it, but the Lender shall have no
      duty
      to any Pledgor to exercise any such right, privilege or option and shall not
      be
      responsible for any failure to do so or delay in so doing. As further assurance
      of the proxy granted hereby, the Pledgor shall from time to time execute and
      deliver to the Lender, all such additional written proxies, powers of attorney,
      and other instruments as the Lender shall request for the purpose of enabling
      the Lender to exercise the voting and other rights which it is entitled to
      exercise hereunder at any time. Each Pledgor hereby revokes any proxy or proxies
      heretofore given by Pledgor to any person or persons whatsoever and agrees
      not
      to give any other proxies in derogation hereof until this Agreement is not
      longer in full force and effect as hereinafter provided. NOTWITHSTANDING THE
      PRECEDING PRESENT GRANT OF AN IRREVOCABLE PROXY, THE AGENT AGREES NOT TO
      EXERCISE SUCH PROXY (AND TO PERMIT EACH PLEDGOR TO CONTINUE TO EXERCISE VOTING
      AND OTHER RIGHTS COVERED BY SUCH PROXY AND PERTAINING TO THE PLEDGED SECURITIES
      PLEDGED BY SUCH PLEDGOR ON AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
      SECTION 6(a)(i)) UNTIL THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
      DEFAULT. Except as provided in subparagraphs (b) and (c) of this
      Section 6:




6




(i)  Each
      Pledgor shall be entitled to exercise any and all voting rights and other
      consensual rights accruing to it as the owner of Pledged Securities for any
      purpose consistent with the terms of this Agreement and the other Loan Documents
      so long as such exercise of rights could not reasonably be expected in the
      reasonable judgment of the Lender to materially adversely affect the rights
      and
      remedies of the Lender or any of the Security Beneficiaries under this Agreement
      or any other Loan Document or the ability of the Lender or any of the Security
      Beneficiaries to exercise the same; provided, however, that the Pledgor shall
      give the Lender at least 5 days written notice of the manner in which it intends
      to exercise such right.




(ii)  The
      Lender shall execute and deliver to each Pledgor, or cause to be executed and
      delivered to such Pledgor, all such proxies, powers of attorney, and other
      instruments as such Pledgor may reasonably request for the purpose of enabling
      such Pledgor to exercise the voting rights which it is entitled to exercise
      pursuant to subparagraph (i) above.




(iii)  Each
      Pledgor shall be entitled to receive and retain any and all cash dividends
      pain
      on the Pledged Securities to the extent and only to the extent that such cash
      dividends are permitted by, and otherwise paid in accordance with, the terms
      and
      conditions of this Agreement, the Loan Documents and applicable laws. All other
      payments, dividends and distributions made on or in respect of Pledged
      Securities, whether paid or payable in cash, securities or other property,
      and
      whether resulting from a subdivision, combination or reclassification of the
      outstanding capital stock of the Issuer of any Pledged Securities or received
      in
      exchange for or in redemption of Pledged Securities or any part thereof, or
      as a
      result of any merger, consolidation, acquisition or other exchange of assets
      to
      which such Issuer may be a party or otherwise, shall be and become part of
      the
      Collateral and, if received by the Pledgors, shall not be commingled by the
      Pledgors with any of their other funds or property but shall be held separate
      and apart therefrom in trust for the benefit of the Lender and shall be
      delivered to the Lender in the same form as so received (with any necessary
      endorsement).




(b)  After
      the
      occurrence and during the continuance of an Event of Default, all rights of
      the
      Pledgors to dividends which the Pledgors are authorized to receive pursuant
      to
      paragraph (a)(iii) of this Section 6 shall cease, and all such rights shall
      thereupon become vested in the Lender, who shall have the sole and exclusive
      right and authority to receive and retain such dividend payments. All Dividends
      which are received by the Pledgors contrary to the provisions of this
      Section 6(b) shall be received in trust for the benefit of the Lender,
      shall be segregated from other property or funds of the Pledgors and shall
      be
      immediately delivered to the Lender in the same form as so received (with any
      necessary endorsement). Any and all money and other property paid over to or
      received by the Lender pursuant to the provisions of this paragraph (b) shall
      be
      deposited by the Lender in an account to be established by the Lender upon
      receipt of such money or other property and such money or other property and
      interest thereon shall be applied in accordance with the provisions of
      Section 8 hereof.




**(c)**  **UPON
      THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AND WHETHER
      OR
      NOT THE COLLATERAL SHALL HAVE BEEN REGISTERED IN THE NAME OF THE AGENT OR A
      NOMINEE OR SHALL REMAIN REGISTERED IN THE NAME OF PLEDGOR, ALL RIGHTS OF ANY
      PLEDGOR TO EXERCISE THE VOTING RIGHTS WHICH IT IS ENTITLED TO EXERCISE PURSUANT
      TO PARAGRAPH (a)(i) OF THIS SECTION 6 SHALL CEASE, AND THE AGENT MAY
      THEREUPON FULLY EXERCISE, TO THE EXCLUSION OF ANY PLEDGOR, THE PROXY GRANTED
      TO
      IT IN SECTION 5(a).**




7




(d)  Each
      Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities
      pledged by such Pledgor hereunder to (i) comply with any instruction received
      by
      it from the Lender in writing that (x) states that an Event of Default has
      occurred and is continuing and (h) is otherwise in accordance with the terms
      of
      this Agreement, without any other or further instructions from such Pledgor,
      and
      each Pledgor agrees that each Issuer shall be fully protected in so complying,
      and (ii) unless otherwise expressly permitted hereby, pay any dividends or
      other
      payments with respect to the Pledged Securities directly to the Lender.




7.
            REMEDIES
                UPON DEFAULT.




After
      the
      occurrence and during the continuance of an Event of Default, whether or not
      all
      of the Pledgor Obligations shall have become due and payable, in addition to
      its
      rights under the Loan Documents:




(a)  The
      Lender shall have all of the rights and remedies with respect to the Collateral
      of a secured party under the UCC and such additional rights and remedies to
      which a secured party is entitled under the laws in effect in any jurisdiction
      where any rights and remedies hereunder may be asserted, including without
      limitation the right, to the maximum extent permitted by law, to exercise all
      voting, consensual and other powers of ownership pertaining to the Collateral
      as
      if the Lender were the sole and absolute owner thereof (and the Pledgors agree
      to take all such action as may be appropriate to give effect to such right).




(b)  The
      Lender in its discretion may, in its name or in the name of the Pledgors or
      otherwise, demand, sue for, collect or receive any money or property at any
      time
      payable or receivable on account of or in exchange for any of the Collateral,
      but shall be under no obligation to do so.




(c)  The
      Lender may sell, lease, assign, grant options with respect to or otherwise
      dispose of all or part of the Collateral, at such place or places as the Lender
      deems best, and for cash or for credit or for future delivery (without thereby
      assuming any credit risk), at public or private sale, without demand of
      performance or notice of intention to effect any such disposition or of the
      time
      or place thereof (except such notice as is required above or by applicable
      statute and cannot be waived), and the Lender or anyone else may be the
      purchaser, lessee, assignee or recipient of any or all of the Collateral so
      disposed of at any public sale (or, to the extent permitted by law, at any
      private sale) and thereafter hold the same absolutely free from any claim or
      right of whatsoever kind, including any right or equity of redemption (statutory
      or otherwise) of the Pledgors, any such demand, notice and right or equity
      being
      hereby expressly waived and released. Each Pledgor agrees that, to the extent
      notice of sale shall be required by law, at least ten days' notice to such
      Pledgor of the time and place of any public sale or the time after which such
      private sale is to be made shall constitute reasonable notification; however
      the
      Lender shall not be obligated to make a sale of the Collateral regardless of
      notice of sale having been given. The Lender may, without notice or publication,
      adjourn any public or private sale or cause the same to be adjourned from time
      to time by announcement at the time and place fixed for the sale, and such
      sale
      may be made at any time or place to which the sale may be so adjourned.




8




(d)  The
      Pledgors recognize that, by reason of certain prohibitions contained in the
      Securities Act of 1933, as amended from time to time (the " Securities
      Act "),
      and
      applicable state securities laws, the Lender may be compelled, with respect
      to
      any sale of all or any part of the Collateral, to limit purchasers to those
      who
      will agree, among other things, to acquire the Collateral for their own account,
      for investment and not with a view to the distribution or resale thereof. The
      Pledgors acknowledge that any such private sales may be at prices and on terms
      less favorable to the Lender than those obtainable through a public sale without
      such restrictions, and, notwithstanding such circumstances, agree that any
      such
      private sale shall be deemed to have been made in a commercially reasonable
      manner and that the Lender shall have no obligation to engage in public sales
      and no obligation to delay the sale of any Collateral for the period of time
      necessary to permit registration of such Collateral for public sale.




The
      Pledgors will bear all costs and expenses of carrying out their obligations
      hereunder with respect to the foregoing. The Pledgors acknowledge that there
      is
      no adequate remedy at law for failure by them to comply with the foregoing
      provisions and that such failure would not be adequately compensable in damages,
      and therefore agree that their agreements with respect to the foregoing may
      be
      specifically enforced.




8.
            APPLICATION
                OF PROCEEDS OF SALE.




The
      proceeds of any sale of Collateral pursuant to Section 7 hereof, as well as
      any Collateral consisting of cash, shall be applied by the Lender first to
      the
      payment of the costs and expenses of any such sale, including reasonable fees
      and disbursements of the Lender's agents and counsel, and of any judicial
      proceeding wherein the same may be made, and of all expenses, liabilities and
      advances (to the extent such advances are reasonably made for the protection
      of
      the Collateral or the enforcement of the Lender's security interest in the
      Collateral) made or incurred by the Lender, second, to meet amounts due and
      payable under the Loan Documents as and when the same become payable, in each
      case, together with interest thereon (as well after as before judgment and
      payable on demand) at the rate determined in accordance with the Facilities
      Letters from the date the same become due and payable until the date the same
      are unconditionally and irrevocably paid and discharged in full (provided that
      like interest payable under any of the Loan Documents should not be double
      counted) and third, to whomsoever may be lawfully entitled to receive any
      surplus. Each Pledgor shall remain liable for any deficiency if the proceeds
      of
      sale or other disposition of the Collateral are insufficient to pay its Pledgor
      Obligations and the fees and disbursements of any attorneys employed by the
      Lender or any Security Beneficiary to collect such deficiency.




9.
            AGENT
                APPOINTED ATTORNEY-IN-FACT; CERTAIN OTHER
                PROVISIONS REGARDING AGENT.




(a)  Except
      as
      otherwise provided herein, the Pledgors hereby appoint the Lender the
      attorney-in-fact of the Pledgors for the purposes of carrying out the provisions
      of this Agreement or taking any action or executing any instrument which the
      Lender may reasonably deem necessary or advisable to accomplish the purposes
      hereof, which appointment is irrevocable and coupled with an interest. Without
      limiting the generality of the foregoing, the Lender shall have the right,
      after
      the occurrence and during the continuance of an Event of Default, with full
      power of substitution either in the Lender's name or in the name of the
      Pledgors, to ask for, demand, sue for, collect, receive and give acquaintance
      for any and all monies due or to become due under or by virtue of any
      Collateral, to endorse checks, drafts, orders and other instruments for the
      payment of money payable to the Pledgors constituting Collateral or any part
      thereof or on account thereof and to give full discharge for the same, to
      settle, compromise, prosecute or defend any action, claim or proceeding with
      respect thereto, and to sell, assign, endorse, pledge, transfer and make any
      agreement respecting, or otherwise deal with, the same; provided, however,
      that
      nothing herein contained shall be construed as requiring or obligating the
      Lender to make any commitment or to make any inquiry as to the nature or
      sufficiency of any payment received by the Lender, or to present or file any
      claim or notice, or to take any action with respect to the Collateral or any
      part thereof or the monies due or to become due in respect thereof or any
      property covered thereby, and no action taken by the Lender or omitted to be
      taken with respect to the Collateral or any part thereof shall give rise to
      any
      defense, counterclaim or offset in favor of any Pledgor or to any claim or
      action against the Lender.




9




(b)  If
      any
      Pledgor fails to perform any agreement contained herein, the Lender may (but
      shall not be required to) itself perform, or cause performance of, such
      agreement and the expenses of the Lender incurred in connection therewith shall
      be payable by the Pledgor under Section 13.




(c)  Each
      Pledgor hereby ratifies all that said attorneys shall lawfully do or cause
      to be
      done by virtue hereof. All powers, authorizations and agencies contained in
      this
      Agreement are coupled with an interest and are irrevocable until this Agreement
      is terminated and the security interests created hereby are released.




(d)  The
      Lender's sole duty with respect to the custody, safekeeping and physical
      preservation of the Collateral in its possession, under Section 9-207 of
      the UCC or otherwise, shall be to deal with it in the same manner as the Lender
      deals with similar property for its own account. Neither the Lender, any
      Security Beneficiary nor any of their respective officers, directors, employees
      or agents shall be liable for failure to demand, collect or realize upon any
      of
      the Collateral or for any delay in doing so or shall be under any obligation
      to
      sell or otherwise dispose of any Collateral upon the request of any Pledgor
      or
      any other person or to take any other action whatsoever with regard to the
      Collateral or any part thereof. The powers conferred on the Lender and the
      Security Beneficiaries hereunder are solely to protect the Lender's and the
      Security Beneficiaries' interests in the Collateral and shall not impose any
      duty upon the Lender or any Security Beneficiary to exercise any such powers.
      The Lender and the Security Beneficiaries shall be accountable only for amounts
      that they actually receive as a result of the exercise of such powers, and
      neither they nor any of their officers, directors, employees or agents shall
      be
      responsible to any Pledgor for any act or failure to act hereunder, except
      for
      their own gross negligence or willful misconduct.




(e)  Pursuant
      to the UCC and any other applicable law, each Pledgor authorizes the Lender
      to
      file or record financing statements and other filing or recording documents
      or
      instruments with respect to the Collateral without the signature of such Pledgor
      in such form and in such offices as the Lender reasonably determines appropriate
      to perfect the security interests granted hereunder. A photographic or other
      reproduction of this Agreement shall be sufficient as a financing statement
      or
      other filing or recording document or instrument for filing or recording in
      any
      jurisdiction.




10




10.
            NO
                WAIVER.




No
      failure on the part of the Lender to exercise, and no delay in exercising,
      any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of any such right, power or remedy by the Lender
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are not
      exclusive of any other remedies provided by law. The Lender shall not be deemed
      to have waived any rights hereunder or under any other agreement or instrument
      unless such waiver shall be in writing and signed by such parties.




11.
            SECURITY
                INTEREST ABSOLUTE.




The
      obligations of each Pledgor under this Agreement are independent of the
      obligations under any of the other Loan Documents, and a separate action or
      actions may be brought and prosecuted against such Pledgor to enforce this
      Agreement. All rights of the Lender hereunder, the grant of a security interest
      in the Collateral and all obligations of the Pledgors hereunder shall be
      absolute and unconditional irrespective of (a) any lack of validity or
      enforceability of any Loan Document, any agreement with respect to any of the
      Pledgor Obligations or any other agreement or instrument relating to any of
      the
      foregoing, (b) any change in the time, manner or place of payment of, or in
      any
      other term of, all or any of the Pledgor Obligations, or any other amendment
      or
      waiver of or any consent to any departure from any Loan Document or any other
      agreement or instrument, (c) any exchange, release, amendment or waiver of,
      or
      consent to or departure from, any guaranty for all or any of the Pledgor
      Obligations, (d) any change, restructuring or termination of the corporate
      structure or existence of any Pledgor or Issuer or (e) any other circumstance
      which might otherwise constitute a defense available to, or a discharge of,
      the
      Pledgors or any of them in respect of the Pledgor Obligations or in respect
      of
      this Agreement.




12.
            FURTHER
                ASSURANCES.




The
      Pledgors agree to do such further acts and things, and to execute and deliver
      such additional conveyances, assignments, agreements and instruments, as the
      Lender may at any time reasonably request in connection with the administration
      and enforcement of this Agreement, with respect to the Collateral or any part
      thereof or in order better to assure and confirm unto the Lender its rights
      and
      remedies hereunder.




13.
            AGENT'S
                FEES AND EXPENSES; INDEMNIFICATION.




(a)  The
      Pledgors agree to pay upon demand to the Lender the amount of any and all
      out-of-pocket expenses, including the reasonable fees and expenses of its
      counsel (including without limitation the allocated fees and expenses of
      in-house counsel) and of any experts or agents, which the Lender may reasonably
      incur in connection with (i) the administration of this Agreement, (ii) the
      custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Collateral, (iii) the exercise or enforcement
      of
      any of the rights of the Lender hereunder, or (iv) the failure by the Pledgors
      to perform or observe any of the provisions hereof.




11




(b)  Without
      limiting the foregoing, each Pledgor agrees to pay, and to save the Lender
      and
      the Security Beneficiaries harmless from, and to indemnify them against, any
      and
      all liabilities with respect to, or resulting from any delay in paying, any
      and
      all stamp, excise, sales or other taxes which may be payable or determined
      to be
      payable with respect to any of the Collateral or in connection with any of
      the
      transactions contemplated by this Agreement. Any such amounts payable as
      provided hereunder shall be additional Pledgor Obligations secured by this
      Agreement and the other Loan Documents to which the Pledgors are party. Each
      Pledgor further agrees to pay, and to save the Lender and the Security
      Beneficiaries harmless from, and to indemnify them against, any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever with respect
      to the execution, delivery, enforcement, performance and administration of
      this
      Agreement, or arising out of or relating to the Lender's or any Security
      Beneficiary's relationship with any Pledgor hereunder or under any other Loan
      Document.




(c)  The
      agreements in this Section 13 shall survive repayment of the Pledgor
      Obligations and all other amounts payable under the Facilities Letters and
      the
      other Loan Documents.




14.
            BINDING
                AGREEMENT; ASSIGNMENTS.




This
      Agreement, and the terms, covenants and conditions hereof, shall be binding
      upon
      and inure to the benefit of the parties hereto and their respective successors
      and permitted assigns, except that no Pledgor shall be permitted to assign
      this
      Agreement or any interest herein.




15.
            GOVERNING
                LAW.




This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Florida, without giving effect to any choice of law or
      conflict of law provision or rule (whether of the State of Florida or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Florida.




16.
            SEVERABILITY.




In
      case
      of any one or more of the provisions contained in this Agreement should be
      invalid, illegal or unenforceable in any respect, no party hereto shall be
      required to comply with such provision for so long as such provision is held
      to
      be invalid, illegal or unenforceable and the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired. The parties shall endeavor in good-faith negotiations
      to replace the invalid, illegal and unenforceable provisions with valid
      provisions, the economic effect of which comes as close as possible to that
      of
      the invalid, illegal or unenforceable provisions.




12




17.
            SECTION
                HEADINGS; INTERPRETATION.




Section
      headings used herein are for convenience only and are not to affect the
      construction of, or to be taken into consideration in interpreting, this
      Agreement. The use of the word "including" or any variation or derivative
      thereof in this Agreement is by way of example rather than by limitation. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      Lender and the Pledgors to express their mutual intent. In the event an
      ambiguity or question of intent or interpretation arises, this Agreement will
      be
      construed as if drafted jointly by the Pledgors and the Lender, and no
      presumption or burden of proof will arise favoring or disfavoring any Person
      by
      virtue of the authorship of any of the provisions of this Agreement.




Section
      headings used herein are for convenience only and are not to affect the
      construction of, or to be taken into consideration in interpreting, this
      Agreement. The use o£ the word "including" or any variation or derivative
      thereof in this Agreement is by way of example rather than by limitation. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      Lender and the Pledgors to express their mutual intent. In the event an
      ambiguity or question of intent or interpretation arises, this Agreement will
      be
      construed as if drafted jointly by the Pledgors and the Lender, and no
      presumption or burden of proof will arise favoring or disfavoring any Person
      by
      virtue of the authorship of any of the provisions of this
      Agreement.




18.
            COUNTERPARTS.




This
      Agreement may be authenticated in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and any of the parties hereto may authenticate this
      Agreement by signing any such counterpart. This Agreement may be authenticated
      by manual signature, facsimile or, if approved in writing by the Lender and
      the
      Pledgors, electronic means, all of which shall be equally valid.




19.
            TERMINATION.




(a)  At
      such
      time as all of the Pledgor Obligations (other than any indemnity and similar
      obligations which expressly survive termination of this Agreement and are not
      then due and payable) have been paid irrevocably and in full, this Agreement
      and
      all obligations (other than those expressly stated to survive such termination)
      of the Lender and the Pledgors shall terminate, and the Collateral shall be
      released from the Security Interests created hereby. all without delivery of
      any
      instrument or performance of any act by any party, and all rights to the
      Collateral shall revert to the Pledgors. At the request and sole expense of
      the
      Pledgors following any such termination, the Lender shall deliver to each
      Pledgor any Collateral of such Pledgor then held by the Lender hereunder and
      shall execute and deliver to such Pledgor or authorize the filing of but without
      recourse to or warranty by the Lender, such UCC termination statements and
      similar documents prepared by such Pledgor which such Pledgor shall reasonably
      request to evidence the release of the Collateral from the security constituted
      hereby.




(b)  Notwithstanding
      anything to the contrary contained in this Agreement, this Agreement shall
      remain in full force and effect and continue to be effective should any petition
      be filed by or against any Pledgor for liquidation or reorganization, should
      any
      Pledgor become insolvent or make an assignment for any benefit of creditors
      or
      should a receiver or trustee be appointed for all or any significant part of
      any
      Pledgor's assets, and shall continue to be effective or be reinstated. as the
      case may be, if at any time payment and performance of the Pledgor Obligations,
      or any part thereof, is, pursuant to applicable law, rescinded or reduced in
      amount, or must otherwise be restored or returned by any obligee of the Pledgor
      Obligations, whether as a "voidable preference," "fraudulent conveyance" or
      otherwise, all as though such payment, or any part thereof, had not been
      made.




13




20.
            CONSENT
                TO JURISDICTION AND SERVICE OF PROCESS.




ALL
      JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR WITH RESPECT TO THIS AGREEMENT
      MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN MIAMI,
      FLORIDA AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PLEDGOR ACCEPTS
      FOR
      ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
      THE
      NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO
      BE
      BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. TO-THE
      EXTENT PERMITTED BY LAW, EACH PLEDGOR AND THE AGENT ON BEHALF OF ITSELF AND
      EACH
      OF THE LENDERS HEREBY AGREES THAT SERVICE UPON IT BY CERTIFIED MAIL SHALL
      CONSTITUTE SUFFICIENT NOTICE AND SERVICE OF PROCESS. NOTHING HEREIN SHALL AFFECT
      THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
      THE RIGHT OF THE AGENT TO BRING PROCEEDINGS AGAINST ANY PLEDGOR IN THE COURTS
      OF
      ANY OTHER JURISDICTION.




21.
            WAIVER
                OF JURY TRIAL.




EACH
      PLEDGOR AND THE AGENT, ON BEHALF OF ITSELF AND EACH OF THE LENDERS, EACH HEREBY
      IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY
      IN
      ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING
      OUT
      OF THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION
      OR
      ENFORCEMENT HEREOF; AND EACH PLEDGOR HEREBY WAIVES, TO THE EXTENT PERMITTED
      BY
      APPLICABLE LAW, THE RIGHT TO INTERPOSE ANY SET OFF OR COUNTERCLAIM OR
      CROSS-CLAIM IN CONNECTION WITH ANY SUCH LITIGATION, IRRESPECTIVE OF THE NATURE
      OF SUCH SETOFF, COUNTERCLAIM OR CROSS-CLAIM EXCEPT TO THE EXTENT THAT THE
      FAILURE SO TO ASSERT ANY SUCH SETOFF, COUNTERCLAIM OR CROSS-CLAIM WOULD
      PERMANENTLY PRECLUDE THE PROSECUTION OF OR RECOVERY UPON SAME. Notwithstanding
      anything contained in this Agreement to the contrary, no claim may be made
      by
      any Pledgor against the Lender or any Security Beneficiary for any lost profits
      or any special, Indirect or consequential damages in respect of any breach
      or
      wrongful conduct (other than willful misconduct or actual fraud) in connection
      with, arising out of or in any way related to the transactions contemplated
      hereunder, or any act, omission or event occurring to connection therewith;
      and
      each Pledgor hereby waives, releases and agrees not to sue upon any such claim
      for any such damages. EACH PLEDGOR AGREES THAT THIS SECTION IS A SPECIFIC AND
      MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGES THAT THE LENDERS WOULD NOT
      EXTEND TO THE PLEDGORS THE FACILITIES UNDER THE FACILITIES LETTERS IF THIS
      SECTION WERE NOT PART OF THIS AGREEMENT.




14






22.
            NOTICES




All
      notices and other communications provided for hereunder shall be delivered
      in
      accordance with the provisions of Facilities Letter with a copy if such delivery
      is to be made to the Lender or to the Lender (which copy shall not constitute
      notice to the Lender), to:




Kirkpatrick
                & Lockhart Nicholson Graham LLP201
                South Biscayne Blvd.Suite
                2000Attention:Martin
                T. Schrier, Esq.Telephone:(305)
                539-3375Facsimile:(305)
                358-7095







23.
            ACKNOWLEDGMENT.




Each
      Pledgor acknowledges that: (a) it has been advised by counsel in the
      negotiation, execution and delivery of this Agreement and the other Loan
      Documents; (b) neither the Lender, any other Lender nor any Security Beneficiary
      has any fiduciary relationship with or duty to any Pledgor arising out of or
      in
      connection with this Agreement or any of the other Loan, Documents, and the
      relationship between each Pledgor, on the one hand, and the Lender, each other
      Lender and the other Security Beneficiaries, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and (c) no joint
      venture is created hereby or by the Loan Documents or otherwise exists by virtue
      of the transactions contemplated hereby among the Security Beneficiaries or
      among any Pledgor and the Security Beneficiaries.




*
      * * * *
      *




15




IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first above written.




**PLEDGORS:**
            ****SIMCLAR,
              INC.****By:
            /s/ Barry
              PardonBarry
              J. PardonPresident




****SIMCLAR,
                (MEXICO) INC.****By:
              /s/ Barry
                PardonBarry
                J. PardonPresident




16




**ACKNOWLEDGMENT**






STATE
              OF FLORIDA
            ))
              ss:COUNTY
              OF MIAMI-DADE
            )




The
      foregoing instrument was acknowledged before me this 23d day of February, 2006,
      by Barry J. Pardon as President of Simclar, Inc., a Florida corporation (the
      "Borrower"), and before me executed the attached Third Amended and Restated
      Pledge Agreement on behalf of the Borrower.




/s/ Roxana
                L.
                AlvarezNOTARY
                PUBLIC
  (Stamp)(Print,
                  Type or Stamp Commissioned Name of Notary
                  Public)
 STATE
                        OF FLORIDA
                      ))
                        ss:COUNTY
                        OF MIAMI-DADE
                      )


The
      foregoing instrument was acknowledged before me this 23d day of February, 2006,
      by Barry J. Pardon as President of Simclar (Mexico) Inc., an Illinois
      corporation (the "Borrower"), and before me executed the attached Third Amended
      and Restated Pledge Agreement on behalf of the Borrower.




/s/ Roxana
                L.
                AlvarezNOTARY
                PUBLIC
  (Stamp)(Print,
                  Type or Stamp Commissioned Name of Notary
                  Public)




[ADDITIONAL
      SIGNATORY ON NEXT PAGE]




17


****


**LENDER:**EXECUTED
                  and DELIVERED
              
              
              /s/ Peter
                  Gordonfor
                    and on behalf of THE GOVERNORAND COMPANY OF THE BANK
                    OFSCOTLAND
                    in the presence of:-
              
              
              Authorised
                Signatory
   /s/
                Douglas A. Archibald
              WitnessDouglas
                A. Archibald
              Full NameBank
                of Scotland
              AddressEdinburgh
  18




SCHEDULE
      I




Pledgor
            
            Pledged
                Stock
            
            IssuerSimclar,
                Inc.
            
            No.
                6
            
            Simclar
                (Mexico) Inc.Simclar,
                Inc.
            
            No.
                __
            
            Techdyne
                (Europe) LimitedSimclar,
                Inc.
            
            No.
                4
            
            Simclar
                (North America), Inc.Simclar,
                Inc.
            
            No.
                1
            
            Simclar
                Interconnect Technologies, Inc.Simclar
                (Mexico) Inc.
            
            No.
                7 and 8
            
            Simclar
                De Mexico, S.A. de C.V.




19