INSIDER
        PLEDGE AND ESCROW AGREEMENT

       

      THIS
        INSIDER PLEDGE AND ESCROW AGREEMENT
        (the
“Agreement”)
        is
        made and entered into as of April 1, 2006 (the “Effective
        Date”)
        by and
        among RAINIER
        GONZALEZ
        (the
“Pledgor”),
        CORNELL
        CAPITAL PARTNERS, LP
        (the
“Pledgee”),
        PACER
        HEALTH CORPORATION,
        a
        Florida corporation (the “Company”),
        and
DAVID
        GONZALEZ,
        ESQ.,
        as
        escrow agent (“Escrow
        Agent”).
        

       

      RECITALS:

       

      WHEREAS,
        the
        Company shall issue and sell to the Pledgee, as provided in the Securities
        Purchase Agreement of even date herewith between the Company and the Pledgee
        (the “Securities
        Purchase Agreement”),
        and
        the Pledgee shall purchase up to Two Million Dollars ($2,000,000) of secured
        convertible debentures (the “Convertible
        Debentures”),
        which
        shall be convertible into shares of the Company’s common stock, par value
        $0.0001 per share (the “Common
        Stock”)
        (as
        converted, the “Conversion
        Shares”);
        and

       

      WHEREAS,
        to
        induce
        the Pledgee to enter into the transaction contemplated by the Securities
        Purchase Agreement, the Convertible Debentures, the Investor Registration
        Rights
        Agreement of even date herewith between the Company and the Pledgee (the
        “Investor
        Registration Rights Agreement”)
        and
        the Irrevocable Transfer Agent Instructions among the Company, the Pledgee,
        the
        Transfer Agent, and the Escrow Agent (the “Transfer
        Agent Instructions”)
        (collectively referred to as the “Transaction
        Documents”),
        the
        Pledgor has agreed to irrevocably pledge to the Pledgee Four Hundred Thirty
        Million
        Four Hundred Twenty Two Thousand Nine Hundred Three (430,422,903) shares
        (the “Pledged
        Shares”)
        of
        Common Stock beneficially owned by the Pledgor in accordance with this
        Agreement.

       

      NOW,
        THEREFORE,
        for and
        in consideration of the mutual covenants, agreements, warranties, and
        representations herein contained, and for other good and valuable consideration,
        the receipt and sufficiency of which is hereby acknowledged, the parties
        hereto
        agree as follows:

       

       

      TERMS
        AND CONDITIONS

       

      1.  Obligations
        Secured.The
        obligations secured hereby are any and all obligations of the Company now
        existing or hereinafter incurred to the Pledgee, whether oral or written
        and
        whether arising before, on or after the date hereof including, without
        limitation, those obligations of the Company to the Pledgee under the
        Transaction Documents and any other amounts now or hereafter owed to the
        Pledgee
        by the Company thereunder (collectively, the “Obligations”).

       

      2.  Pledge
        and Transfer of Pledged Shares.
        The
        Pledgor hereby grants to Pledgee an irrevocable, first priority security
        interest in all Pledged Shares as security for the Company’s Obligations.
        Simultaneously with the execution of the Transaction Documents, the Pledgor
        shall deliver to the Escrow Agent stock certificates made out in favor of
        the
        Pledgor representing the Pledged Shares, together with duly executed stock
        powers or other appropriate transfer documents with medallion bank guarantees
        and executed in blank by the Pledgor (the “Transfer
        Documents”),
        and
        such stock certificates and Transfer Documents shall be held by the Escrow
        Agent
        until the full payment of all Obligations due to the Pledgee, including the
        repayment of all amounts owed by the Company to the Pledgee under the
        Convertible Debentures (whether outstanding principal, interest, legal fees,
        or
        any other amounts owed to the Pledgee by the Company).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      3.  Rights
        Relating to Pledged Shares.
        Upon
        the occurrence of an Event of Default (as defined herein), the Pledgee shall
        be
        entitled to vote the Pledged Shares, receive dividends and other distributions
        thereon, and enjoy all other rights and privileges incident to the ownership
        of
        the number of Pledged Shares actually released from escrow in accordance
        with
        Section 6.1 hereof. 

       

      4.  Release
        of Pledged Shares from Pledge.
        Upon
        the full payment of all Obligations due to the Pledgee under the Transaction
        Documents, including the repayment of all amounts owed by the Company to
        the
        Pledgee under the Convertible Debentures (whether outstanding principal,
        interest, legal fees, and any other amounts owed to the Pledgee by the Company),
        the parties hereto shall notify the Escrow Agent to such effect in writing.
        Promptly upon receipt of such written notice, the Escrow Agent shall return
        to
        the Pledgor the Transfer Documents and the certificates representing the
        Pledged
        Shares (collectively the “Pledged
        Materials”),
        whereupon any and all rights of Pledgee in the Pledged Materials shall be
        terminated.

       

      5.  Event
        of Default.
        An
“Event
        of Default”
shall
        be deemed to have occurred under this Agreement upon an Event of Default
        under
        the Convertible Debentures.

       

      6.  Remedies.
        

       

      a.  Upon
        and
        anytime after the occurrence of an Event of Default, the Pledgee shall have
        the
        right to provide written notice of such Event of Default (the “Default
        Notice”)
        to the Escrow Agent, with a copy to the Pledgor. As soon as practicable after
        receipt of the Default Notice, the Escrow Agent shall deliver to Pledgee
        the
        Pledged Materials held by the Escrow Agent hereunder. Upon receipt of the
        Pledged Materials, the Pledgee shall have the right to (i) sell the Pledged
        Shares and to apply the proceeds of such sales, net of any selling commissions,
        to the Obligations owed to the Pledgor by the Company under the Transaction
        Documents, including, without limitation, outstanding principal, interest,
        legal
        fees, and any other amounts owed to the Pledgee, and exercise all other rights
        and (ii) any and all remedies of a secured party with respect to such property
        as may be available under the Uniform Commercial Code as in effect in the
        State
        of New Jersey. To the extent that the net proceeds received by the Pledgee
        are
        insufficient to satisfy the Obligations in full, the Pledgee shall be entitled
        to a deficiency judgment against the Pledgor or the Company for such amount.
        The
        Pledgee shall have the absolute right to sell or dispose of the Pledged Shares
        in any manner it sees fit and shall have no liability to the Pledgor, the
        Company or any other party for selling or disposing of such Pledged Shares
        even
        if other methods of sales or dispositions would or allegedly would result
        in
        greater proceeds than the method actually used. The Escrow Agent shall have
        the
        absolute right to disburse the Pledged Shares to the Pledgee in batches not
        to
        exceed 9.9% of the outstanding capital of the Company (which limit may be
        waived
        by the Pledgee providing not less than 65 days’ prior written notice to the
        Escrow Agent). The Pledgee shall return any Pledged Shares released to it
        and
        remaining after the Pledgee has applied the net proceeds to all amounts owed
        to
        the Pledgee. 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      b.  Each
        right, power and remedy of the Pledgee provided for in this Agreement or
        any
        other Transaction Document shall be cumulative and concurrent and shall be
        in
        addition to every other such right, power or remedy. The
        exercise or beginning of the exercise by the Pledgee of any one or more of
        the
        rights, powers or remedies provided for in this Agreement or any
        other
        Transaction Document or
        now or
        hereafter existing at law or in equity or by statute or otherwise shall not
        preclude the simultaneous or later exercise by the
        Pledgee of all such other rights, powers or remedies, and no failure or delay
        on
        the part of the Pledgee to exercise any such right, power or remedy shall
        operate as a waiver thereof. No notice to or demand on the Pledgor in any
        case
        shall entitle it to any other or further notice or demand in similar or other
        circumstances or constitute a waiver of any of the rights of the Pledgee
        to any
        other further action in any circumstances without demand or notice. The Pledgee
        shall have the full power to enforce or to assign or contract is rights under
        this Agreement to a third party. 

       

      7.  Representations,
        Warranties and Covenants.
        

       

                 a.  The
        Pledgor represents, warrants and covenants that:

       

      (i)  Pledgor
        is, and at the time when pledged hereunder will be, the legal, beneficial
        and
        record owner of, and has (and will have)
        good and
        valid title to, all Pledged Shares pledged hereunder, subject to no pledge,
        lien, mortgage, hypothecation, security interest, charge, option or other
        encumbrance whatsoever;

       

      (ii)  Pledgor
        has full power, authority and legal right to pledge all the Pledged Shares
        pledged pursuant to this Agreement; and

       

      (iii)  all
        the
        Pledged Shares have been duly and validly issued, are fully paid and
        non-assessable and are subject to no options to purchase or similar
        rights.

       

      b.  The
        Pledgor covenants and agrees to take all reasonable steps to defend the
        Pledgee’s right, title and security interest in and to the Pledged Shares and
        the proceeds thereof against the claims and demands of all persons whomsoever
        (other than the Pledgee and the Escrow Agent); and the Pledgor covenants
        and
        agrees that it will have like title to
        and
        right to pledge any other property at any time hereafter pledged to the Pledgee
        as Collateral hereunder and will likewise take all reasonable steps to defend
        the right thereto and security interest therein of the Pledgee.

       

      c.  The
        Pledgor covenants and agrees to take no action which would violate or be
        inconsistent with any of the terms of any Transaction Document, or which
        would
        have the effect of impairing the position or interests of the Pledgee under
        any
        Transaction Document.

       

      d.  The
        Pledgor represents, warrants and covenants that (i) the Pledgor has been
        the
        beneficial owner of the Pledged Shares for a period of not less than two
        (2)
        years as computed in accordance with Rule 144(d) promulgated under the
        Securities Act of 1933, as amended, and (ii) this Agreement is made with
        recourse. Upon an Event of Default, the Pledgee shall be deemed to have acquired
        the Pledged Shares on the date they were acquired by the Pledgor. The Pledgor
        is
        an “affiliate” of the Company, as such term is defined in Rule 144(a)
        promulgated under the Securities Act of 1933, as amended.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      8.  Concerning
        the Escrow Agent.

       

      a.  The
        Escrow Agent undertakes to perform only such duties as are expressly set
        forth
        herein and no implied duties or obligations shall be read into this Agreement
        against the Escrow Agent.

       

      b.  The
        Escrow Agent may act in reliance upon any writing or instrument or signature
        which it, in good faith, believes to be genuine, may assume the validity
        and
        accuracy of any statement or assertion contained in such a writing or
        instrument, and may assume that any person purporting to give any writing,
        notice, advice or instructions in connection with the provisions hereof has
        been
        duly authorized to do so. The Escrow Agent shall not be liable in any manner
        for
        the sufficiency or correctness as to form, manner, and execution, or validity
        of
        any instrument deposited in this escrow, nor as to the identity, authority,
        or
        right of any person executing the same; and its duties hereunder shall be
        limited to the safekeeping of such certificates, monies, instruments, or
        other
        document received by it as such escrow holder, and for the disposition of
        the
        same in accordance with the written instruments accepted by it in the
        escrow.

       

      c.  Pledgee
        and the Pledgor hereby agree, to defend and indemnify the Escrow Agent and
        hold
        it harmless from any and all claims, liabilities, losses, actions, suits,
        or
        proceedings at law or in equity, or any other expenses, fees, or charges
        of any
        character or nature which it may incur or with which it may be threatened
        by
        reason of its acting as Escrow Agent under this Agreement; and in connection
        therewith, to indemnify the Escrow Agent against any and all expenses, including
        attorneys’ fees and costs of defending any action, suit, or proceeding or
        resisting any claim (and any costs incurred by the Escrow Agent pursuant
        to
        Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a lien
        on all
        property deposited hereunder, for indemnification of attorneys’ fees and court
        costs regarding any suit, proceeding or otherwise, or any other expenses,
        fees,
        or charges of any character or nature, which may be incurred by the Escrow
        Agent
        by reason of disputes arising between the makers of this escrow as to the
        correct interpretation of this Agreement and instructions given to the Escrow
        Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless
        of
        the instructions aforesaid, to hold said property until and unless said
        additional expenses, fees, and charges shall be fully paid. Any fees and
        costs
        charged by the Escrow Agent for serving hereunder shall be paid by the
        Pledgor.

       

      d.  If
        any of
        the parties shall be in disagreement about the interpretation of this Agreement,
        or about the rights and obligations, or the propriety of any action contemplated
        by the Escrow Agent hereunder, the Escrow Agent may, at its sole discretion
        deposit the Pledged Materials with the Clerk of the United States District
        Court
        of New Jersey, sitting in Newark, New Jersey, and, upon notifying all parties
        concerned of such action, all liability on the part of the Escrow Agent shall
        fully cease and terminate. The Escrow Agent shall be indemnified by the Pledgor,
        the Company and Pledgee for all costs, including reasonable attorneys’ fees in
        connection with the aforesaid proceeding, and shall be fully protected in
        suspending all or a part of its activities under this Agreement until a final
        decision or other settlement in the proceeding is received.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      e.  The
        Escrow Agent may consult with counsel of its own choice (and the costs of
        such
        counsel shall be paid by the Pledgor and Pledgee) and shall have full and
        complete authorization and protection for any action taken or suffered by
        it
        hereunder in good faith and in accordance with the opinion of such counsel.
        The
        Escrow Agent shall not be liable for any mistakes of fact or error of judgment,
        or for any actions or omissions of any kind, unless caused by its willful
        misconduct or gross negligence.

       

      f.  The
        Escrow Agent may resign upon ten (10) days’ written notice to the parties in
        this Agreement. If a successor Escrow Agent is not appointed within this
        ten
        (10) day period, the Escrow Agent may petition a court of competent jurisdiction
        to name a successor.

       

      9.  Conflict
        Waiver.
        The
        Pledgor hereby acknowledges that the Escrow Agent is general counsel to the
        Pledgee, a partner in the general partner of the Pledgee, and counsel to
        the
        Pledgee in connection with the transactions contemplated and referred herein.
        The Pledgor agrees that in the event of any dispute arising in connection
        with
        this Agreement or otherwise in connection with any transaction or agreement
        contemplated and referred herein, the Escrow Agent shall be permitted to
        continue to represent the Pledgee and the Pledgor will not seek to disqualify
        such counsel and waives any objection Pledgor might have with respect to
        the
        Escrow Agent acting as the Escrow Agent pursuant to this Agreement.


       

      10.  Notices.
        Unless
        otherwise provided herein, all demands, notices, consents, service of process,
        requests and other communications hereunder shall be in writing and shall
        be
        delivered in person or by overnight courier service, or mailed by certified
        mail, return receipt requested, addressed:


      
        


        
          	
                  If
                    to the Company, to:

                	
                  Pacer
                    Health Corporation

                
	 	
                  7759
                    N.W. 146th
                    Street

                
	 	
                  Miami
                    Lakes, Florida 33016

                
	 	
                  Attention:

                	
                  Rainier
                    Gonzalez

                
	 	
                  Telephone:

                	
                  (305)
                    828-7660

                
	 	
                  Facsimile:

                	
                  (305)
                    282-2551

                
	 	 
	
                  With
                    a copy to:

                	
                  Kirkpatrick
                    & Lockhart Nicholson Graham, LLP

                
	 	
                  201
                    South Biscayne Boulevard, Suite 2000

                
	 	
                  Miami,
                    Florida 33131

                
	 	
                  Attention:

                	
                  Clayton
                    E. Parker, Esq.

                
	 	
                  Telephone:

                	
                  (305)
                    539-3306

                
	 	
                  Facsimile:

                	
                  (305)
                    328-7095

                
	 	 
	
                  If
                    to the Pledgee:

                	
                  Cornell
                    Capital Partners LP

                
	 	
                  101
                    Hudson Street, Suite 3700

                
	 	
                  Jersey
                    City, NJ 07302

                
	 	
                  Attention:

                	
                  Mark
                    A. Angelo

                
	 	
                  Telephone:

                	
                  (201)
                    985-8300

                
	 	
                  Facsimile:

                	
                  (201)
                    985-8744

                
	 	 


        

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  With
                    copy to:

                	
                  Cornell
                    Capital Partners, LP

                
	 	
                  101
                    Hudson Street, Suite 3700

                
	 	
                  Jersey
                    City, NJ 07302

                
	 	
                  Attention:

                	
                  David
                    Gonzalez, Esq.

                
	 	
                  Telephone:

                	
                  (201)
                    985-8300

                
	 	
                  Facsimile:

                	
                  (201)
                    985-1964

                
	 	 
	
                  If
                    to the Pledgor, to:

                	
                  Rainier
                    Gonzalez

                
	 	
                  7759
                    N.W. 146th
                    Street

                
	 	
                  Miami
                    Lakes, Fl 33016

                
	 	
                  Telephone:

                	
                  (305)
                    828-7660

                
	 	
                  Facsimile:

                	
                  (305)
                    282-2551

                
	 	 


        

        
Any
          such
          notice shall be effective (a) when delivered, if delivered by hand delivery
          or overnight courier service, or (b) five (5) days after deposit in the
          United States mail, as applicable.

      

       

      11.  Binding
        Effect.
        All of
        the covenants and obligations contained herein shall be binding upon and
        shall
        inure to the benefit of the respective parties, their successors and
        assigns.

       

      12.  Governing
        Law; Venue; Service of Process.
        The
        validity, interpretation and performance of this Agreement shall be determined
        in accordance with the laws of the State of New Jersey applicable to contracts
        made and to be performed wholly within that state except to the extent that
        Federal law applies. The parties hereto agree that any disputes, claims,
        disagreements, lawsuits, actions or controversies of any type or nature
        whatsoever that, directly or indirectly, arise from or relate to this Agreement,
        including, without limitation, claims relating to the inducement, construction,
        performance or termination of this Agreement, shall be brought in the state
        superior courts located in Hudson County, New Jersey or Federal district
        courts
        located in Newark, New Jersey, and the parties hereto agree not to challenge
        the
        selection of that venue in any such proceeding for any reason, including,
        without limitation, on the grounds that such venue is an inconvenient forum.
        The
        parties hereto specifically agree that service of process may be made, and
        such
        service of process shall be effective if made, pursuant to Section 8
        hereto.

       

      13.  Enforcement
        Costs.
        If any
        legal action or other pro-ceeding is brought for the enforcement of this
        Agreement, or because of an alleged dispute, breach, default or
        misrepresenta-tion in connection with any provisions of this Agreement, the
        successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys’ fees, court costs and all expenses even if not taxable as
        court costs (including, without limita-tion, all such fees, costs and expenses
        incident to appeals), incurred in that action or proceeding, in addition
        to any
        other relief to which such party or parties may be entitled.

       

      14.  Remedies
        Cumulative.
        No
        remedy herein conferred upon any party is intended to be exclusive of any
        other
        remedy, and each and every such remedy shall be cumulative and shall be in
        addition to every other remedy given hereunder or now or here-after existing
        at
        law, in equity, by statute, or otherwise. No single or partial exercise by
        any
        party of any right, power or remedy hereunder shall preclude any other or
        further exercise thereof. 

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      15.  Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute the same
        instrument.

       

      16.  No
        Penalties.
        No
        provision of this Agreement is to be interpreted as a penalty upon any party
        to
        this Agreement.

       

      17.  JURY
        TRIAL.
        EACH OF
        THE PLEDGEE AND THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
        WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND,
        ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING OUT OF, UNDER OR IN ANY
        WAY
        CONNECTED WITH THE DEALINGS BETWEEN PLEDGEE AND PLEDGOR, THIS PLEDGE AND
        ESCROW
        AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE
        OF
        CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
        OF
        ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
        ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. 

       

      [REMAINDER
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          7

          
            

          

        

        
          
          

        

      

       

       

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

      
        
          	 	 
	 	
                  CORNELL
                    CAPITAL PARTNERS, LP

                
	 	 
	 	
                  By: 
Yorkville
                    Advisors, LLC

                
	 	
                  Its:      
                    General
                    Partner

                
	 	 
	 	
                  By: 

                	
                
	 	
                  Name:  
                    Mark
                    Angelo

                
	 	
                  Title:    
                    Portfolio
                    Manager

                


        

        
          
            
              	 	 
	 	 
	 	
                      PLEDGOR

                    
	 	 
	 	
                      By: 

                    	
                    
	 	
                      Name:  
                        Rainier
                        Gonzalez

                    


            

             

            
              
                
                  	 	 
	 	
                          PACER
                            HEALTH CORPORATION

                        
	 	 
	 	 
	 	
                          By: 

                        	
                        
	 	
                          Name:  
                            Rainier
                            Gonzalez

                        
	 	
                          Title:    
                            CEO

                        


                

                
                  
                    
                      	 	 
	 	 
	 	
                              ESCROW
                                AGENT

                            
	 	 
	 	
                              By: 

                            	
                            
	 	
                              Name:  
                                David
                                Gonzalez, Esq. 

                            


                    

                    
 

                  

                

              

            

          

        

      

      FOR
        VALUE RECEIVED,
        the
        Pledgor hereby unconditionally and absolutely guarantees the Company’s
        Obligations (as defined above). This Agreement is made with
        recourse.

      
 

      
        
          	
                	
                  By:   

                	 	 


        

        
          	 	
                   Name:
                    Rainer Gonzalez

                	 


        

        
 

      

      
        
          
          

        

        
          8