Exhibit
      10.9

    INSIDER
      PLEDGE AND ESCROW AGREEMENT

     

    THIS
      INSIDER PLEDGE AND ESCROW AGREEMENT
      (the
“Agreement”)
      is
      made and entered into as of August ___, 2005 (the “Effective
      Date”)
      by and
      among CORNELL
      CAPITAL PARTNERS, LP,
      a
      Delaware limited partnership (the “Pledgee”),
      CLAYTON
      DUNNING GROUP, INC.,
      (Formerly, Phelps Engineered Plastics Corp.), a Nevada corporation (the
“Company”),
      ROBERT
      C. LAU AND PATRICIA D. LAU TENANTS BY THE ENTIRETY, KENNETH E. SIDLER,
      ROADRUNNER INC., JOSEPH O. GEBRON, ARA PROVDIAN, DAVID S. SANDUCCI,
and
      ADAM C. HENG
      (collectively the “Pledgors”
and
      individually the “Pledgor”),
      and
DAVID
      GONZALEZ,
      ESQ.,
      as
      escrow agent (“Escrow
      Agent”).
      

     

    RECITALS:

     

    WHEREAS,
      Cornell
      and Clayton, Dunning Group, Inc., a Florida corporation (“Clayton
      Florida”)
      entered into a securities purchase agreement on December 22, 2004 and amended
      on
      June 3, 2005, (“Securities
      Purchase Agreement”)
      pursuant to which Clayton Florida has issued and sold to Cornell, and Cornell
      has purchased secured convertible debentures (the “Convertible
      Debentures”)
      in the
      principal amount of $1,075,000. In connection with and contemporaneously with
      the Securities Purchase Agreement Cornell and Clayton Florida entered into
      an
      investor registration rights agreement (“Registration
      Rights Agreement”),
      and
      Clayton Florida, Cornell, and the Escrow Agent entered into an escrow agreement
      (the “Escrow
      Agreement”)
      (the
      Securities Purchase Agreement, Convertible Debentures, Registration Rights
      Agreement, and Escrow Agreement are collectively referred to as the
“Transaction
      Documents”).
      

    


    WHEREAS,
      on
      December 22, 2004, the parties hereto entered into a pledge and Escrow Agreement
      (“Clayton
      Florida Pledge Agreement”)
      pursuant to which the Pledgors pledged shares of stock of Clayton Florida to
      the
      Pledgee to secure Clayton Florida’s obligation to the Pledgee. The parties
      desire that the Clayton Florida Pledge Agreement shall be terminated upon the
      execution of this Agreement and the delivery of the Shares and Transfer
      Documents to the Escrow Agent. 

    


    WHEREAS,
      in July
      2005, Phelps Engineered Plastics Corp., a Nevada corporation (“Phelps”)
      acquired all the capital stock of Clayton Florida. Subsequent to the
      acquisition, Phelps changed its name to Clayton Dunning Group, Inc. (referred
      to
      above as the Company) and Clayton Florida became a wholly owned subsidiary
      of
      the Company. On even date hereof, the Company assumed all the rights and
      obligations of Clayton Florida pursuant to the Transaction
      Documents.

     

    WHEREAS,
      in order
      to secure the Company’s obligations under the Transaction Documents, the
      Pledgors have agreed to pledge to the Pledgee _____________ shares of the
      Company’s common stock (the “Shares”),
      which
      are owned by the Pledgors in the amount specified on the signature lines
      hereto.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    NOW,
      THEREFORE,
      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.  Pledge
      and Transfer of Pledge Shares.
      

     

    1.1.  Each
      Pledgor hereby grants to Pledgee a security interest in all Shares beneficially
      owned by such Pledgor as security for Company’s obligations under the
      Transaction Documents. Simultaneously with the execution of this Agreement
      the
      Pledgor shall deliver to the Escrow Agent stock certificates representing the
      Shares, together with duly executed stock powers or other appropriate transfer
      documents executed in blank by Pledgor (the “Transfer
      Documents”),
      and
      such stock certificates and Transfer Documents shall be held by the Escrow
      Agent
      until the full payment of all amounts due to the Pledgee under the Transaction
      Documents issued thereunder, through either conversion of securities or
      repayment in accordance with the terms of the Transaction Documents, or the
      termination or expiration of this Agreement.

     

    1.2.  Each
      Pledgor hereby grants Pledgee a further security interest in any stock rights,
      rights to subscribe, stock dividends, new securities, or other property
      (excluding cash dividends) to which each Pledgor is or may hereafter become
      entitled to receive on account of the Shares originally pledged hereunder.
      In
      the event Pledgor receive additional property of such nature (“Additional
      Pledged Property”),
      Pledgor shall immediately deliver such Additional Pledged Property to the Escrow
      Agent to be held by the Escrow Agent in the same manner and on the same terms
      as
      the Shares originally pledged hereunder.

     

    2.  Title
      to Pledge Shares.
      From
      the
      Effective Date, subject only to the security interest of Pledgee created
      hereunder, the Pledgor shall be the legal and record owner of their respective
      Shares, and shall be entitled to vote the Shares, to receive dividends and
      other
      distributions thereon, and to enjoy all other rights and privileges incident
      to
      the ownership of the Shares, subject to the restrictions herein. Upon the
      occurrence of an Event of Default (as defined herein), the Pledgee shall be
      entitled to vote the Shares, to receive dividends and other distributions
      thereon, and to enjoy all other rights and privileges incident to the ownership
      of the Shares.

     

    3.  Release
      of Shares from Pledge.
      Upon
      the
      payment of all amounts due to the Pledgee pursuant to Transaction Documents
      and
      the Convertible Debentures issued thereunder through either conversion of
      securities or repayment in accordance with the terms of the Convertible
      Debentures, the parties hereto shall notify the Escrow Agent to such effect
      in
      writing. Upon receipt of such written notice for payment of the amounts due
      to
      the Pledgee under the Transaction Documents and Convertible Debentures, the
      Escrow Agent shall return to the Pledgor the Transfer Documents, the
      certificates representing the Shares, and any Additional Pledged Property
      (collectively, the “Pledged
      Materials”),
      whereupon any and all rights of Pledgee in the Pledged Materials shall be
      terminated. Notwithstanding anything to the contrary contained herein, upon
      full
      payment of all amounts due to the Pledgee under the Transaction Documents and
      the Convertible Debentures issued thereunder, through either conversion of
      securities or repayment in accordance with the terms of the Convertible
      Debentures, this Agreement and Pledgee’s security interest and rights in and to
      the Shares shall terminate.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    4.  Event
      of Default.
      An
      “Event
      of Default”
shall
      be deemed to have occurred under this Agreement upon an Event of Default under
      the Transaction
      Documents issued in connection therewith.

     

    5.  Remedies.
      

     

    5.1.  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). 

     

    5.2.  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.Upon
      the
      occurrence of an Event of Default, Pledgee shall provide written notice of
      such
      Default (the “Default
      Notice”)
      to the
      Escrow Agent, with a copy to the Company and the Pledgors. 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, whereupon
      Pledgee may exercise all rights and 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. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    6.  Concerning
      the Escrow Agent.

     

    6.1.  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.

     

    6.2.  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.

     

    6.3.  Pledgee,
      the Company and Pledgors hereby agree, jointly and severally, 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.

     

    6.4.  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
      Pledgors, 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

        
          

        

      

      
        
        

      

       

    

    6.5.  The
      Escrow Agent may consult with counsel of its own choice (and the costs of such
      counsel shall be paid jointly and severally by Pledgors, the Company 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.

     

    6.6.  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.

     

    7.  Conflict
      Waiver.
      Pledgors
      acknowledges and agree that the Escrow Agent is solely representing the Pledgee
      in connection with this Agreement and the Transaction Documents and Pledgors
      waive any objection it might have with respect to the Escrow Agent acting as
      the
      Escrow Agent pursuant to this Agreement.

     

    8.  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:

     

    
      	
              (i)
                If to the Company

            	
              Clayton
                Dunning Group, Inc.

            
	 	
              477
                Madison Avenue, 12th
                Floor

            
	 	
              New
                York, NY 10022

            
	 	
              Attention: Robert
                C. Lau

            
	 	
              Telephone: (212)
                981-4800

            
	 	
              Facsimile: (212)
                981-4740

            
	 	 
	
              With
                Copy to:

            	
              Gersten,
                Savage, Kaplowitz, Wolf & Marcus LLP

            
	 	
              600
                Lexington Avenue

            
	 	
              New
                York, NY 10022-6018

            
	 	
              Attention:
                Arthur Marcus, Esq.

            
	 	
              Telephone: (212)
                752-9700

            
	 	
              Facsimile: (212)
                980-5192

            
	 	 
	
              (ii)
                If to the Pledgors:

            	
              Robert
                C. Lau

            
	 	
              477
                Madison Avenue, 12th
                Floor

            
	 	
              New
                York, NY 10022

            
	 	
              Telephone: (212)
                981-4726

            
	 	
              Facsimile: (212)
                981-4740

            


    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	 	
              Kenneth
                E. Sidler

            
	 	
              149
                Linden Avenue

            
	 	
              Emerson,
                NJ 07630

            
	 	 
	 	
              Roadrunner
                Inc.

            
	 	
              20
                Carlton Place

            
	 	
              Staten
                Island, NY 10301

            
	 	
              Attention: Chris
                Messalas

            
	 	 
	
              (iii)
                If to the Pledgee:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, NJ 07303

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	 	 
	
              With
                copy to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07303

            
	 	
              Attention: Troy
                J. Rillo, Esq.

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 


    

    


    


    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.

     

    9.  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.

     

    10.  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
      or
      Federal courts located in Hudson County, 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    11.  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.

     

    12.  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. 

     

    13.  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.

     

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

     

    15.  JURY
      TRIAL.
      EACH OF
      THE PLEDGEE, THE COMPANY AND THE PLEDGORS 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.


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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

     

    
      
        	 	 	 
	 	CORNELL
                CAPITAL PARTNERS, LP
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Mark
                Angelo
	 	Title: Portfolio
                Manager


      

      
        	 	 	 
	 	 	 
	 	CLAYTON
                DUNNING GROUP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name: Robert
                C. Lau
	 	Title: Chairman
                and CEO


      

    

    
      
        	 	 	 
	 	 	 
	 	PLEDGORS:
	 	 
	 	ROBERT C. LAU AND PARTICIA D. LAU
	 	TENANTS BY THE ENTIRETY
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Robert
                C. Lau
	 	Number
                of shares pledged: ___________ (held as Tenants by the
                Entirety)


      

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Patricia
                D. Lau
	 	Number
                of shares pledged: ___________ (held as Tenants by the
                Entirety)


      

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name: Kenneth
                E. Sidler
	 	Number
                of shares pledged: _____________


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	ROADRUNNER
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Name: 
	 	Number of shares pledged:
              ____________


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Name: Joseph
              O. Gebron
	 	Number
              of shares pledged: _____________


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Name: Ara
              Provdian
	 	Number
              of shares pledged: ______________


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Name: David
              S. Sanducci
	 	Number
              of shares pledged: _______________


    

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name: Adam
                C. Heng
	 	Number
                of shares pledged: _______________


      

      
        	 	 	 
	 	 	 
	 	DAVID
                GONZALEZ, PC
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name: David
                Gonzalez, Esq. 


      

    

     

     

    
      
         

      

        9