Exhibit
4.4

     

    STOCK PLEDGE
AGREEMENT

     

    THIS
STOCK PLEDGE AGREEMENT (this "Agreement") is made
and entered into effective as of the 12th day of
February, 2010, by and among the stockholders of Perpetual Technologies, Inc., a
Delaware corporation (the “Company”) listed on
Schedule 1 attached hereto (each, a “Pledgor” and
collectively, the “Pledgors”), the
investors to that certain Note Purchase Agreement, dated as of February 12,
2010, (the “Purchase
Agreement”) listed on Schedule 2 attached hereto (collectively, the
“Secured
Parties”), and The Law Offices of Louis E. Taubman, PC, a member of
Leser, Hunter, Taubman & Taubman as collateral agent for the Secured Parties
(“Collateral
Agent”).

    


    BACKGROUND


     

    A.           Pursuant
to that certain Note Purchase Agreement, dated as of February 12, 2010, among
the Company and the Secured Parties (the “Purchase Agreement”),
the Company is selling, and the Secured Parties are purchasing, Secured
Convertible Promissory Notes of the Company (the “Notes”) and five year
warrants (“Warrants”) to
purchase shares of the Company’s common stock (“Common
Stock”).

    


    B.           Each
Pledgor owns the number of shares of Common Stock forth opposite the name of
such Pledgor on Schedule 2 (collectively, the “Shares”), and will
derive direct and indirect economic benefits from the transactions contemplated
under the Purchase Agreement.

    


    C.           In
order to induce the Secured Parties to enter into the Purchase Agreement and
purchase the Notes from the Company, and as a condition thereto and in
consideration of the benefits which will accrue to the Pledgors as a result
thereof, each Pledgor has guaranteed the Company’s obligations under the Notes
pursuant to a Non-Recourse Guaranty, dated the date hereof, in favor of the
Secured Parties (the “Guaranty”).

    


    D.           In
order to secure the timely payment and performance of all of the Pledgor’s
obligations and liabilities under the Guaranty, including without limitation all
fees, costs, and expenses in connection with any collection actions related
thereto (collectively, the “Obligations”), each
of the Pledgors desires to grant the Secured Parties a perfected and continuing
security interest in such Pledgor’s Shares.

    


    E.           The
continuing Security Interest, as hereinafter defined, in the Shares shall be
evidenced by this Agreement.  Capitalized terms used but not defined
in this Agreement have the meanings set forth in the Purchase
Agreement.

     

    F.           The
Secured Parties have appointed the Collateral Agent as representative of and
agent for the Secured Parties for purposes of possession of the Shares pledged
hereunder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

    AGREEMENT

    


    1.           Recitals.  The
parties hereto acknowledge that the aforementioned recitals are true and correct
and agree that such recitals, together with the definitions set forth therein
and in the preamble to this Agreement, are hereby incorporated into this
Agreement by this reference.

     

    2.           Additional
Shares.  All references to the Shares shall be appropriately
adjusted to reflect any stock split, distribution, recapitalization or other
similar arrangement affecting the Shares after the date of this
Agreement.  In the event that a Pledgor receives, or becomes entitled
to, any property (whether real or personal, tangible or intangible) in
connection with, related to, or in exchange for his Shares in any way, then any
such property shall be considered Shares under this Agreement.

     

    3.           Creation of Security
Interest.  Each Pledgor hereby affirms, acknowledges, ratifies,
grants and assigns in favor of the Secured Parties a first, prior and sole lien
and security interest (the "Security Interest")
in his Shares, in all accessions, substitutions, replacements and proceeds
thereof, including, without limitation, whether by law, merger, exchange or
otherwise, and in all certificates or other instruments evidencing the same, to
secure the Obligations.

     

    4.           
Perfection of Security
Interest.  The Security Interest in the Shares shall be
perfected by the Secured Parties, or the Collateral Agent, as agent for the
Secured Parties, taking possession of the certificates representing the Shares
(the “Certificates”).  Simultaneously
with the execution of this Agreement, each Pledgor is delivering to the
Collateral Agent the Certificates evidencing his Shares, accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Parties.

     

    5.           Proxy.  Each
Pledgor hereby irrevocably constitutes and appoints each Secured Party and the
Collateral Agent, as agent for the Secured Parties, whether or not the Shares
have been transferred into the name of the Secured Parties, as such Pledgor's
proxy and attorney-in-fact with respect to his Shares, with full power to (a)
attend meetings of the holders of the Common Stock held after the date of this
Agreement, and to vote the Shares at those meetings in such manner as such
attorney-in-fact shall, in its sole and absolute discretion, deem appropriate,
(b) consent or withhold consent, in the sole and absolute discretion of such
attorney-in-fact, to any action for which consent of the shareholders of the
Company is or may be necessary or appropriate, and (c) do all things and
exercise all rights, powers, privileges  and remedies to which an
owner of the Shares would be entitled, giving and granting unto such
attorney-in-fact full power of substitution and
revocation.  Notwithstanding the provisions contained in the preceding
sentence (hereinafter referred to as the "Proxy Rights"),
neither the Collateral Agent, nor the Secured Parties, nor any of them, shall
have the right to perform, exercise, take or assert any of the Proxy Rights
unless and until there shall have occurred an Event of Default (as that term is
defined below).  Except upon the occurrence and during the
continuation of an Event of Default, each Pledgor shall be entitled to exercise
any and all voting and/or consensual rights and powers accruing to an owner of
the Shares or any part thereof for any purpose.  Each Pledgor hereby
revokes all proxies heretofore given and agrees not to grant any proxy to any
person or persons with respect to his Shares other than as granted herein for so
long as this Agreement is in force.  The appointment of the Secured
Parties and the Collateral Agent as proxy and attorney-in-fact is coupled with
an interest and shall be irrevocable until all of the Obligations have been
satisfied.  The Proxy Rights shall be effective, automatically and
without the necessity of any action (including any transfer of any Shares on the
record books of the Company) by any person (including the Company or any officer
or agent thereof), upon the occurrence and during the continuance of an Event of
Default.  Notwithstanding the foregoing, neither the Collateral Agent
nor any Secured Party shall have any duty to exercise any Proxy Right or to
preserve the same and shall not be liable for any failure to do so or for any
delay in doing so.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    6.           Ordinary Care by the Secured
Parties.  The Secured Parties and/or the Collateral Agent shall
use ordinary care in the custody and preservation of the Shares in their
possession.

     

    7.           Event of
Default.  An event of default shall occur upon the happening of
any of the following (each, an “Event of
Default”):

     

    (a)           A
breach of the Guaranty or this Agreement by a Pledgor  which, if
capable of being cured, is not cured within five (5) Business Days after written
notice thereof to such Pledgor;

     

    (b)           An
Event of Default under the Notes; or

     

    (c)           The
transfer or encumbrance, by any means, of any of the Shares or any interest in
the Shares other than in favor of the Secured Parties.

     

    8.           Remedies.  Upon
the occurrence and during the continuation of an Event of Default, each Secured
Party (or the Collateral Agent acting on their behalf) shall be entitled to
exercise all of the rights, powers and remedies (whether vested in it by this
Agreement or by law) for the protection and enforcement of its rights in respect
of the Shares, and shall also be entitled, without limitation, to:

     

    (a)           at
their option, without notice to or demand upon any Pledgor, transfer and
register the Shares in the Secured Parties’ own names (or in the names of their
respective nominees), on a pro rata or any other basis agreed to by the Secured
Parties, and to exchange certificates or instruments representing or evidencing
Shares for certificates or instruments of smaller or larger
denominations;

     

    (b)           exercise
all the rights and remedies of a secured party under the Uniform Commercial Code
("UCC") in effect in the State of Delaware at the time, including the right to
sell the Shares at public or private sale as provided by and in accordance with
the UCC;

     

    (c)           to
instruct the Collateral Agent to deliver the Certificates to the Secured
Parties, to collect, receive and retain all sums owing the Secured Parties on
the Shares and endorse or execute for such purpose in the name of the Secured
Parties any instrument of payment or release received with respect thereto, such
endorsement and execution to be effective as that of the Pledgors for all
purposes, and to collect, receive and retain all dividends and other
distributions made on the Shares; and


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (d)           vote
any or all of the Shares (whether or not transferred into the name of the
Secured Parties) and give all consents, waivers and ratifications in respect of
the Shares and otherwise act with respect thereto as though it were the outright
owner thereof.

     

    9.           Covenants of each
Pledgor.  During the term of this Agreement:

     

    (a)           No
Pledgor shall sell, assign, transfer, hypothecate, or otherwise dispose of,
grant an option or other right with respect to, or mortgage, pledge or otherwise
encumber his Shares or any interest therein, or contract to do any of the
foregoing.

     

    (b)           No
Pledgor shall take any action with respect to his Shares that is inconsistent
with the provisions or purpose of this Agreement or that would adversely affect
the rights of Secured Parties or the Collateral Agent under this
Agreement.  Without limiting the foregoing, (i) each Pledgor agrees to
the maximum extent permitted by applicable law that following the occurrence and
during the continuance of an Event of Default he will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of any or all of
the Shares or the possession thereof by any purchaser at any sale hereunder, and
such Pledgor waives the benefit of all such laws to the extent he lawfully may
do so, and (ii) each Pledgor agrees that he will not interfere with any right,
power and remedy of the Collateral Agent or the Secured Parties provided for in
this Agreement or now or hereafter existing at law or in equity or by statute or
otherwise, or the exercise or beginning of the exercise by the Collateral Agent
or the Secured Parties of any one or more of such rights, powers or
remedies.

     

    (c)           Each
Pledgor will, at his expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as the Secured Parties or the Collateral
Agent from time to time may reasonably request in order to ensure to the Secured
Parties the benefit of the Security Interest in and to the Shares intended to be
created by this Agreement, including the filing of any necessary financing
statements, which may be filed by the Collateral Agent or any Secured Party with
or (to the extent permitted by law) without the signature of such Pledgor, and
will cooperate with the Secured Parties and the Collateral Agent, at such
Pledgor’s expense, in obtaining all necessary approvals and making all necessary
filings under federal, state, local or foreign law in connection with the
Security Interest or any sale or transfer of the Shares.

     

    (d)           Each
Pledgor will defend the title to his Shares and the Security Interest of the
Secured Parties in his Shares against the claim of any person or entity, and
will maintain and preserve such Security Interest.

     

    10.           Collateral
Agent.  The rights of the Secured Parties in the Shares may be
exercised by the Collateral Agent as agent for Secured Parties.  In
such capacity, from time to time and at any time, Collateral Agent may in the
Collateral Agent’s sole discretion take any and all actions, exercise any and
all rights and remedies, give any and all waivers and forbearances, and make any
and all determinations and elections that the Secured Parties are entitled to
exercise under this Agreement and the Notes.  Each Pledgor will be
entitled to rely solely on the actions of Collateral Agent as binding all
Secured Parties.

     

    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    11.           Termination of this Security
Interest and Agreement.  This Agreement and the Security
Interest created hereby shall terminate immediately on the satisfaction of all
of the Obligations (the “Termination Date”), and the Collateral Agent shall then
immediately thereafter return to the Pledgors all certificates, and related
stock powers, with respect to the Shares directly or indirectly in its
possession or control.

     

    12.           Equitable
Relief.  Each Pledgor agrees that a breach of any of its
covenants contained in this Agreement will cause irreparable injury to the
Secured Parties, that the Secured Parties shall have no adequate remedy at law
in respect of such breach and, as a consequence, agrees that each and every
covenant of such Pledgor contained in this Agreement shall be specifically
enforceable against such Pledgor, and such Pledgor hereby waives and agrees not
to assert any defenses against an action for specific performance of such
covenants except for a defense that the Obligations are not then due and payable
in accordance with the agreements and instruments governing and evidencing such
Obligations.

     

    13.           Pledgor’s Obligations Not
Affected.  The obligations of each Pledgor under this Agreement
shall remain in full force and effect without regard to, and shall not be
impaired or affected by (a) any subordination, amendment, extension,
renewal, or modification of, or addition or supplement to, the Purchase
Agreement, the Notes, the Guaranty, any other Transaction Document, or the
Obligations, or any assignment or transfer of any thereof; (b) any exercise
or non-exercise by the Secured Parties of any right, remedy, power or privilege
under or in respect of this Agreement, the Purchase Agreement, the Notes, the
Guaranty, any other Transaction Document, or the Obligations, or any waiver of
any such right, remedy, power or privilege; (c) any waiver, consent,
extension, indulgence or other action or inaction in respect of this Agreement,
the Purchase Agreement, the Guaranty, the Obligations, or the Notes or the other
Transaction Documents; (d) any lack of validity or enforceability of the Notes,
the Purchase Agreement, any other Transaction Document or any other agreement or
instrument governing or evidencing any Obligations, (e) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like, of a Pledgor, a Secured Party, or the Company, or the making by the
Company, a Secured Party or a Pledgor of an assignment for the benefit of
creditors, (f) the existence or continuance, or discontinuance, of the Company
as a legal entity; (g) the death or incompetency of a Pledgor, or the
termination of modification of a Pledgor’s relationship with the Company; or
(h) the acceptance, alteration, release or substitution by a Secured Party
(or the Collateral Agent) of any security for the Obligations, whether provided
by the Company, Guarantor or any other person, whether or not such Pledgor shall
have notice or knowledge of any of the foregoing.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    14.           Miscellaneous
Provisions.

     

    (a)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.  The parties hereto
irrevocably consent to the jurisdiction of the United States federal courts and
state courts located in the State of New York and County of New York in any suit
or proceeding based on or arising under this Agreement or the transactions
contemplated hereby and irrevocably agree that all claims in respect of such
suit or proceeding may be determined in such courts.  Each party
hereto irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding in such forum.  Each party
further agrees that service of process mailed by the first class mail in
accordance with paragraph (l) below  shall be deemed in every respect
effective service of process in any suit or proceeding arising
hereunder.  Nothing herein shall affect the right of a party hereto to
serve process in any other manner permitted by law.  The parties
hereto agree that a final non-appealable judgment in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner.  The parties hereto
irrevocably waive any right to a trial by jury under applicable
law.

     

    (b)           Effect of Invalidity of
Particular Provisions.  The unenforceability or invalidity of
any provision or provisions of this Agreement shall not render any other
provision or provisions herein contained unenforceable or invalid.

     

    (c)           Cumulative Rights, Powers
and Remedies.  The rights, powers and remedies given to the
Secured Parties (and the Collateral Agent as agent for the Secured Parties) by
this Agreement shall be in addition to all rights, powers and remedies given the
Secured Parties by virtue of any statute or rule of law.

     

    (d)           Waiver.  Any
forbearance, failure, or delay by the Secured Parties in exercising any right,
power or remedy under this Agreement shall not be deemed to be a waiver of such
right, power or remedy, and any single or partial exercise of any right, power
or remedy, under this Agreement shall not preclude the further exercise thereof;
and every right, power and remedy of the Secured Parties shall continue in full
force and effect until such right, power or remedy is specifically waived by an
instrument in writing executed by the Collateral Agent or the Secured
Parties.

     

    (e)           Binding Effect;
Assignment.  This Agreement shall be binding upon the heirs,
executors, personal representatives, and successors of the Pledgors and shall
inure to the benefit of the Secured Parties, all future holders of the Notes (or
any note or other instrument issued in substitution or replacement thereof), and
their respective heirs, executors, and personal representatives, successors and
assigns.  The Pledgees may not assign, sell, hypothecate or otherwise
transfer any interest in or obligation under this Agreement.

     

    (f)           Entire
Agreement.  This Agreement constitutes the entire agreement
among the parties with respect to the subject matter of this Agreement, and
supersedes all agreements, representations, warranties, statements, promises and
understandings with respect to such subject matter.  No party hereto
has in any way relied, nor shall in any way rely, upon any oral or written
agreements, representations, warranties, statements, promises or understandings
not specifically set forth herein.

     

    (g)           Amendments.  Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the Pledgors
and the Secured Parties (or the Collateral Agent acting on their
behalf).


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    (h)           Headings.  The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (i)           Further
Assurances.  The parties hereto agree that they shall sign such
additional and supplemental documents to implement the transactions contemplated
pursuant to this Agreement when requested to do so by any party to this
Agreement.

     

    (j)           Counterparts and
Execution.  This Agreement may be executed in counterparts,
each of which shall be regarded as the original and all of which shall
constitute one and the same Agreement.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.

     

    (k)           Reinstatement.  This
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against a Pledgor for liquidation or
reorganization, should a Pledgor become insolvent or make an assignment for the
benefit of any creditor or creditors, or should a receiver or trustee be
appointed for all or any significant part of a 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 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 Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance
had not been made.  In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

     

    (l)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder will be in writing and shall be delivered personally, by
nationally-recognized overnight courier or by facsimile machine confirmed
telecopy to, in the case of any Pledgor, the address of such Pledgor set forth
on such Pledgor’s signature page hereto and, in the case of the Collateral
Agent, The Law Offices of Louis E. Taubman, PC, a member of Leser, Hunter,
Taubman & Taubman17 State Street, Floor 20, New York NY 10004 (or to such
other address as a party may designate by written notice in accordance with the
provisions of this Section), and will be deemed given and effective on the
earliest of (i) the date of transmission if such notice or communication is
delivered by fax prior to 5:30 p.m. (Eastern Time) on a Business Day, (ii) the
next Business Day after the date of transmission if such notice or communication
is delivered via fax on a day that is not a Business Day or later than 5:30 p.m.
(Eastern Time) on a Business Day, (iii) the 1st
Business Day after the date of mailing if sent by U.S. nationally recognized
overnight courier service for next Business Day delivery, or (iv) upon actual
receipt by the party to whom such notice is required to be given.

     

    15.           Representations, Warranties
and Covenants of Pledgor.  Each Pledgor represents, warrants
and covenants to the Secured Parties as follows:


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    (a)           Pledgor
is the record and beneficial owner of, and has good and marketable title to, his
Shares pledged hereunder, free of any and all liens, charges, encumbrances and
security interests of every kind and nature;

     

    (b)           Pledgor
has good right and legal authority to pledge the Shares owned by such Pledgor in
the manner hereby done or contemplated;

     

    (c)           No
authorization, approval, or other action by, and no notice to or filing with,
any third party, governmental authority or regulatory body is required for the
validity of the pledge by Pledgor of his Shares pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by
Pledgor;

     

    (d)           This
Agreement constitutes the legal, valid and binding obligation of Pledgor,
enforceable against the Pledgor in accordance with its terms, and the pledge and
security interest effected hereby is effective to vest in the Secured Parties
their rights in the Shares as set forth herein;

     

    (e)           There
are no existing purchase agreements, warrants, options, or other rights,
agreements, arrangements or commitments of any character (whether or not
exercisable), or obligations (whether formal or informal, written or oral, firm
or contingent) or restrictions of any nature (other than restrictions on
transferability under federal securities laws), relating to his
Shares;

     

    (f)           Such
Pledgor is not a party to any agreement, arrangement or understanding, written
or oral, creating rights in respect of any his Shares in any person or entity or
relating to the voting of his Shares; and

     

    (g)           Such
Pledgor’s Shares represent the Pledgor’s entire ownership interest in the
Company.

     

    All
representations, warranties and covenants made by each Pledgor contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement until the Termination Date.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

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

    


    
      
        
          
            
              
                	 
      	PLEDGORS:
	 
      	See
      attached Signature Pages
	 
      	 
      	 
      
	 
      	SECURED
      PARTIES
	 
      	See
      attached Signature Pages
	 
      	 
      	 
      
	 
      	COLLATERAL
      AGENT:
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Authorized Signatory

                      
	 
      	
                        Name:

                      	
                          

                      
	 
      	
                        Title:

                      	
                          

                      


              

            

          

        

      

    


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


     PURCHASER
SIGNATURE
PAGE TO  STOCK PLEDGE AGREEMENT


     

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

    


    
      
        
          	 
      	
                  NAME
      OF INVESTING ENTITY

                
	 
      	 
      	 
      
	 
      	
                  By

                	
                  /s/
      Autorized
  signaruory

                
	 
      	
                   

                	      
                  Name: 
      

                
	 
      	
                   

                	      
                  Title: 
      

                


        

      

    


    
      
         


      

      
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    PLEDGOR SIGNATURE PAGE
TO  STOCK PLEDGE  AGREEMENT

    


    1. Date:
February 12, 2010

    


    2.   The
Pledgor signing below represents that:

    


    
      	
               
      

            	
              (a)

            	
              the
      Pledgor’s representations and warranties contained in this Agreement are
      complete and accurate and may be relied upon by the Secured Parties and
      the Collateral Agent;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Pledgor will notify the Collateral Agent immediately of any change in any
      of such representations and warranties, as well as any change to the
      information contained in this signature
page;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Pledgor hereby accepts and adopts the provisions of this Agreement and
      agrees to be bound thereby; and the Pledgor hereby assumes and agrees to
      satisfy and discharge, as applicable, any and all obligations applicable
      to the Pledgor under the Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Pledgor has delivered the Certificates evidencing his Shares, accompanied
      by duly executed instruments of transfer or assignment in blank, all in
      form and substance satisfactory to the Secured Parties Shares to the
      Collateral Agent; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Pledgor agrees to execute such further and other assurances and to do such
      other acts as may reasonably be required to implement the intentions of
      the Agreement.

            


    

    


    IN
WITNESS WHEREOF, the undersigned has executed this Agreement on this 121th  day
of  February, 2010.

    


    
      	
              Name
      and Address of Pledgor:

            	
                                                        
      Bestyield Group Limited

            
	 
      	
                

            


    

    


    Signature
of Pledgor:

    


    Bestyield
Group Limited


    


    
      	
              By:

            	
                

            	 
      
	 
      	
              Ji
      Lie

            	 
      


    

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    PLEDGOR SIGNATURE PAGE
TO  STOCK PLEDGE  AGREEMENT

    


    1. Date:
February 12, 2010

    


    2.   The
Pledgor signing below represents that:

    


    
      	
               
      

            	
              (a)

            	
              the
      Pledgor’s representations and warranties contained in this Agreement are
      complete and accurate and may be relied upon by the Secured Parties and
      the Collateral Agent;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Pledgor will notify the Collateral Agent immediately of any change in any
      of such representations and warranties, as well as any change to the
      information contained in this signature
page;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Pledgor hereby accepts and adopts the provisions of this Agreement and
      agrees to be bound thereby; and the Pledgor hereby assumes and agrees to
      satisfy and discharge, as applicable, any and all obligations applicable
      to the Pledgor under the Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Pledgor has delivered the Certificates evidencing his Shares, accompanied
      by duly executed instruments of transfer or assignment in blank, all in
      form and substance satisfactory to the Secured Parties Shares to the
      Collateral Agent; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Pledgor agrees to execute such further and other assurances and to do such
      other acts as may reasonably be required to implement the intentions of
      the Agreement.

            


    

    


    IN
WITNESS WHEREOF, the undersigned has executed this Agreement on this 12th  day
of February, 2010.


    


    
      
        
          
            
              	
                      Name and Address of
Pledgor:

                    	 
      
	 
      	 
      
	
                      Proudlead
      Limited

                    	 
      
	
                      _________________

                    	 
      
	 
      	 
      
	
                      Signature of Pledgor:

                    	 
      
	 
      	 
      
	
                      Proudlead
      Limited

                    	 
      
	 
      	 
      
	
                      By:

                    	
                        

                    	 
      


            

          

        

      

    


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    Schedule
1

    


    
      
        
          
            
              	
                      Name of Pledgor 

                    	 	
                      Number of Shares Pledged 

                    
	
                      Bestyield
      Group Limited

                    	 	
                      21,765,306

                    
	
                      Proudlead
      Limited

                    	 	
                      21,765,306

                    


            

          

        

      

    


    
      
         


      

      
        -13-