STOCK
      PLEDGE AGREEMENT

     

    This
      Stock Pledge Agreement (this "Agreement"), dated as of July 19, 2006, among
      Atlantic Professional Association, Inc., as agent (the “Agent”) of the
      purchasers listed on Schedule A annexed hereto (the “Purchasers”), friendlyway
      Corporation, a Nevada corporation (the "Company"), and Kenneth Upcraft (the
      "Pledgor").

     

    BACKGROUND

     

    The
      Company has entered into a Securities Purchase Agreement, dated as of June
      14,
      2006 (as amended, modified, restated or supplemented from time to time, the
      "Securities Purchase Agreement"), pursuant to which the Purchasers provided
      or
      will provide certain financial accommodations to the Company.

     

    In
      order
      to induce the Purchasers to provide the financial accommodations described
      in
      the Securities Purchase Agreement, the Pledgor, who expressly acknowledges
      good
      and valuable consideration based on his financial interest in the Company and
      the benefits that are derived from the SPA, has agreed to pledge and grant
      a
      security interest in the collateral described herein to the Agent on the terms
      and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and for other good and valuable consideration
      the
      receipt of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    1.
       Defined
      Terms.
      All
      capitalized terms used herein which are not defined shall have the meanings
      given to them in the Securities Purchase Agreement.

     

    2.
       Pledge
      and Grant of Security Interest.
      To
      secure the full and punctual payment and performance of (the following clauses
      (a) and (b), collectively, the "Indebtedness") (a) the obligations under the
      Securities Purchase Agreement and the Related Agreements referred to in the
      Securities Purchase Agreement (the Securities Purchase Agreement and the Related
      Agreements, as each may be amended, restated, modified and/or supplemented
      from
      time to time, collectively, the "Documents") and (b) all other indebtedness,
      obligations and liabilities of the Pledgor to the Purchasers whether now
      existing or hereafter arising, direct or indirect, liquidated or unliquidated,
      absolute or contingent, due or not due and whether under, pursuant to or
      evidenced by a note, agreement, guaranty, instrument or otherwise (in each
      case,
      irrespective of the genuineness, validity, regularity or enforceability of
      such
      Indebtedness, or of any instrument evidencing any of the Indebtedness or of
      any
      collateral therefor or of the existence or extent of such collateral, and
      irrespective of the allowability, allowance or disallowance of any or all of
      such Indebtedness in any case commenced by or against the Pledgor under Title
      11, United States Code, including, without limitation, obligations or
      indebtedness of the Pledgor for post-petition interest, fees, costs and charges
      that would have accrued or been added to the Indebtedness but for the
      commencement of such case), the Pledgor hereby pledges, assigns, hypothecates,
      transfers and grants a security interest to Agent in all of the following (the
      "Collateral"):


    
      
        
        

      

      
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    (a)
       the
      shares of stock set forth on Schedule
      A
      annexed
      hereto and expressly made a part hereof (together with any additional shares
      of
      stock or other equity interests acquired by the Pledgor, the "Pledged Stock"),
      the certificates representing the Pledged Stock and all dividends, cash,
      instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Stock;

     

    (b)
       all
      additional shares of stock of any issuer (each, an "Issuer") of the Pledged
      Stock from time to time acquired by Pledgor in any manner, including, without
      limitation, stock dividends or a distribution in connection with any increase
      or
      reduction of capital, reclassification, merger, consolidation, sale of assets,
      combination of shares, stock split, spin-off or split-off (which shares shall
      be
      deemed to be part of the Collateral), and the certificates representing such
      additional shares, and all dividends, cash, instruments and other property
      or
      proceeds from time to time received, receivable or otherwise distributed in
      respect of or in exchange for any or all of such shares; and

     

    (c)
       all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any shares of any Pledged Stock and all dividends, cash, instruments and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all such options and
      rights.

     

    3.
       Delivery
      of Collateral.
      All
      certificates representing or evidencing the Pledged Stock shall be delivered
      to
      and held by or on behalf of the Agent pursuant hereto and shall be accompanied
      by duly executed instruments of transfer or assignment in blank, all in form
      and
      substance satisfactory to the Agent. The Pledgor hereby authorizes the Issuer
      upon demand by the Agent to deliver any certificates, instruments or other
      distributions issued in connection with the Collateral directly to the Agent,
      in
      each case to be held by the Agent, subject to the terms hereof. Upon an Event
      of
      Default (as defined below) under the Note that has occurred and is continuing
      beyond any applicable grace period, the Agent shall have the right, during
      such
      time in its discretion and without notice to the Pledgor, to transfer to or
      to
      register in the name of the Agent or any of its nominees any or all of the
      Pledged Stock. In addition, the Agent shall have the right at such time to
      exchange certificates or instruments representing or evidencing Pledged Stock
      for certificates or instruments of smaller or larger denominations.

     

    4.
       Representations
      and Warranties of the Company and Pledgor.
      The
      Company and Pledgor each, severally and not jointly, represents and warrants
      to
      the Agent (which representations and warranties shall be deemed to continue
      to
      be made until all of the Indebtedness has been paid in full and each Document
      and each agreement and instrument entered into in connection therewith has
      been
      irrevocably terminated) that:

     

    (a)
       the
      execution, delivery and performance by Company and Pledgor of this Agreement
      and
      the pledge of the Collateral hereunder do not and will not result in any
      material violation of any material agreement, indenture, instrument, license,
      judgment, decree, order, law, statute, ordinance or other governmental rule
      or
      regulation applicable to the Company or Pledgor;


    
      
        
        

      

      
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      (b)
         this
        Agreement constitutes the legal, valid, and binding obligation of the Company
        and Pledgor, enforceable against them in accordance with its terms;

       

    

    (c)
       (i)
      all
      Pledged Stock owned by Pledgor is set forth on Schedule
      A
      hereto
      and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged
      Stock set forth opposite his name;

     

    (d)
       all
      of
      the shares of the Pledged Stock have been duly authorized, validly issued and
      are fully paid and nonassessable;

     

    (e)
       no
      consent or approval of any person, corporation, governmental body, regulatory
      authority or other entity, is or will be necessary for (i) the execution,
      delivery and performance of this Agreement, (ii) the exercise by the Agent
      of
      any rights with respect to the Collateral or (iii) the pledge and assignment
      of,
      and the grant of a security interest in, the Collateral hereunder;

     

    (f)
       there
      are
      no pending or, to the best of the Company’s or Pledgor's knowledge, threatened
      actions or proceedings before any court, judicial body, administrative agency
      or
      arbitrator which may materially adversely affect the Collateral;

     

    (g)
       Pledgor
      has the requisite power and authority to enter into this Agreement and to pledge
      and assign the Collateral to the Agent in accordance with the terms of this
      Agreement;

     

    (h)
       Pledgor
      owns each item of the Collateral and, except for the pledge and security
      interest granted to the Agent hereunder, the Collateral shall be, immediately
      following the closing of the transactions contemplated by the Documents, free
      and clear of any other security interest, pledge, claim, lien, charge,
      hypothecation, assignment, offset or encumbrance whatsoever (collectively,
      "Liens");

     

    (i)
       there
      are
      no restrictions on transfer of the Pledged Stock contained in the certificate
      of
      incorporation or by-laws (or equivalent organizational documents) of the Issuer
      or otherwise which have not otherwise been enforceably and legally waived by
      the
      necessary parties;

     

    (j)
       none
      of
      the Pledged Stock has been issued or transferred in violation of the securities
      registration, securities disclosure or similar laws of any jurisdiction to
      which
      such issuance or transfer may be subject; and

     

    (k)
       the
      pledge and assignment of the Collateral and the grant of a security interest
      under this Agreement vest in the Agent all rights of Pledgor in the Collateral
      as contemplated by this Agreement.

     

    5.
       Covenants.
      Pledgor
      covenants that, until the Indebtedness shall be satisfied in full and each
      Document and each agreement and instrument entered into in connection therewith
      is irrevocably terminated:


    
      
        
        

      

      
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    (a)
       Pledgor
      will not sell, assign, transfer, convey, or otherwise dispose of his rights
      in
      or to the Collateral or any interest therein; nor will Pledgor create, incur
      or
      permit to exist any Lien whatsoever with respect to any of the Collateral or
      the
      proceeds thereof other than that created hereby; 

     

    (b)
       Pledgor
      will, at his expense, defend the Agent's right, title and security interest
      in
      and to the Collateral against the claims of any other party; and

     

    (c)
       Pledgor
      shall at any time, and from time to time, upon the written request of the Agent,
      execute and deliver such further documents and do such further acts and things
      as the Agent may reasonably request in order to effect the purposes of this
      Agreement including, but without limitation, delivering to the Agent upon the
      occurrence of an Event of Default irrevocable proxies in respect of the
      Collateral in form satisfactory to the Agent. Until receipt thereof, upon an
      Event of Default that has occurred and is continuing beyond any applicable
      grace
      period, this Agreement shall constitute Pledgor's proxy to the Agent or its
      nominees to vote all shares of Collateral then registered in such Pledgor's
      name.

     

    6. Voting
      Rights and Dividends.
      In
      addition to the Agent's rights and remedies set forth in Section 8 hereof,
      in
      case an Event of Default shall have occurred and be continuing, beyond any
      applicable cure period, the Agent shall (i) be entitled to vote the Collateral,
      (ii) be entitled to give consents, waivers and ratifications in respect of
      the
      Collateral (Pledgor hereby irrevocably constituting and appointing the Agent,
      with full power of substitution, the proxy and attorney-in-fact of Pledgor
      for
      such purposes) and (iii) be entitled to collect and receive for its own use
      cash
      dividends paid on the Collateral. Pledgor shall not be permitted to exercise
      or
      refrain from exercising any voting rights or other powers if, in the reasonable
      judgment of the Agent, such action would have a material adverse effect on
      the
      value of the Collateral or any part thereof; and, provided, further, that
      Pledgor shall give at least five (5) days' written notice of the manner in
      which
      Pledgor intends to exercise, or the reasons for refraining from exercising,
      any
      voting rights or other powers other than with respect to any election of
      directors and voting with respect to any incidental matters. Following the
      occurrence of an Event of Default, all dividends and all other distributions
      in
      respect of any of the Collateral, shall be delivered to the Agent to hold as
      Collateral and shall, if received by Pledgor, be received in trust for the
      benefit of the Agent, be segregated from the other property or funds of Pledgor,
      and be forthwith delivered to the Agent as Collateral in the same form as so
      received (with any necessary endorsement).

     

    7.
       Event
      of Default.
      An Event
      of Default shall be deemed to have occurred and may be declared by the Agent
      upon the happening of any of the following events:

     

    (a)
      An
      "Event of Default" under any Document or any agreement or note related to any
      Document shall have occurred and be continuing beyond any applicable cure
      period;

     

    (b)
      Pledgor shall default in the performance of any of his obligations under any
      agreement between Pledgor and the Agent, including, without limitation, this
      Agreement, and such default shall not be cured for a period of forty-five (45)
      days after the occurrence thereof;


    
      
        
        

      

      
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       (c)
      Any
      representation or warranty of Pledgor made herein, in any Document or in any
      agreement, statement or certificate given in writing pursuant hereto or thereto
      or in connection herewith or therewith shall be false or misleading in any
      material respect;

     

    (d)
      Any
      portion of the Collateral is subjected to levy of execution, attachment, or
      other judicial process; or any portion of the Collateral is the subject of
      a
      claim (other than by the Agent) of a Lien or other right or interest in or
      to
      the Collateral and such levy or claim shall not be cured, disputed or stayed
      within a period of fifteen (15) business days after the occurrence thereof;
      or

     

    (e)
      Pledgor shall (i) not apply for consent to, or suffer to exist the appointment
      of, or the taking of possession by, a receiver, custodian, trustee, liquidator
      or other fiduciary of itself or of all or a substantial part of its property,
      (ii) make a general assignment for the benefit of creditors, (iii) commence
      a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to, or fail to have dismissed, within sixty (60) days, any
      petition filed against it in any involuntary case under such bankruptcy laws,
      or
      (vii) take any action for the purpose of effecting any of the
      foregoing.

     

    8.
       Remedies.
      In case
      an Event of Default shall have occurred and be declared by the Agent, the Agent
      may:

     

    (a)
      Transfer any or all of the Collateral into its name, or into the name of its
      nominee or nominees;

     

    (b)
      Exercise all corporate rights with respect to the Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Collateral as
      if
      it were the absolute owner thereof, including, but without limitation, the
      right
      to exchange, at its discretion, any or all of the Collateral upon the merger,
      consolidation, reorganization, recapitalization or other readjustment of the
      Issuer thereof, or upon the exercise by the Issuer of any right, privilege
      or
      option pertaining to any of the Collateral, and, in connection therewith, to
      deposit and deliver any and all of the Collateral with any committee,
      depository, transfer agent, registrar or other designated agent upon such terms
      and conditions as they may determine, all without liability except to account
      for property actually received by it; and

     

    (c)
      Subject to any requirement of applicable law, sell, assign and deliver the
      whole
      or, from time to time, any part of the Collateral at the time held by the Agent,
      at any private sale or at public auction, with or without demand, advertisement
      or notice of the time or place of sale or adjournment thereof or otherwise
      (all
      of which are hereby waived, except such notice as is required by applicable
      law
      and cannot be waived), for cash or credit or for other property for immediate
      or
      future delivery, and for such price or prices and on such terms as the Agent
      in
      its sole discretion may determine, or as may be required by applicable
      law.


    
      
        
        

      

      
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    Pledgor
      hereby waives and releases any and all right or equity of redemption, whether
      before or after sale hereunder. At any such sale, unless prohibited by
      applicable law, the Agent may bid for and purchase the whole or any part of
      the
      Collateral so sold free from any such right or equity of redemption. All moneys
      received by the Agent hereunder whether upon sale of the Collateral or any
      part
      thereof or otherwise shall be held by the Agent and applied by it as provided
      in
      Section 9 hereof. No failure or delay on the part of the Agent in exercising
      any
      rights hereunder shall operate as a waiver of any such rights nor shall any
      single or partial exercise of any such rights preclude any other or future
      exercise thereof or the exercise of any other rights hereunder. The Agent shall
      have no duty as to the collection or protection of the Collateral or any income
      thereon nor any duty as to preservation of any rights pertaining thereto, except
      to apply the funds in accordance with the requirements of Section 9 hereof.
      The
      Agent may exercise its rights with respect to property held hereunder without
      resort to other security for or sources of reimbursement for the Indebtedness.
      In addition to the foregoing, the Agent shall have all of the rights, remedies
      and privileges of a secured party under the Uniform Commercial Code of New
      York
      regardless of the jurisdiction in which enforcement hereof is
      sought.

     

    9.
       Private
      Sale.
      Pledgor
      recognizes that the Agent may be unable to effect (or to do so only after delay
      which would adversely affect the value that might be realized from the
      Collateral) a public sale of all or part of the Collateral by reason of certain
      prohibitions contained in the Securities Act, and may be compelled to resort
      to
      one or more private sales to a restricted group of purchasers who will be
      obliged to agree, among other things, to acquire such Collateral for their
      own
      account, for investment and not with a view to the distribution or resale
      thereof. Pledgor agrees that any such private sale may be at prices and on
      terms
      less favorable to the seller than if sold at public sales and that such private
      sales shall be permitted if otherwise made in a commercially reasonable manner.
      Pledgor agrees that the Agent has no obligation to delay sale of any Collateral
      for the period of time necessary to permit the Issuer to register the Collateral
      for public sale under the Securities Act.

     

    10.
       Proceeds
      of Sale.
      The
      proceeds of any collection, recovery, receipt, appropriation, realization or
      sale of the Collateral shall be applied by the Agent as follows:

     

    (a)
      First, to the payment of all costs, reasonable expenses and charges of the
      Agent
      and to the reimbursement of the Agent for the prior payment of such costs,
      reasonable expenses and charges incurred in connection with the care and
      safekeeping of the Collateral (including, without limitation, the reasonable
      expenses of any sale or any other disposition of any of the Collateral), the
      expenses of any taking, attorneys' fees and reasonable expenses, court costs,
      any other fees or expenses incurred or expenditures or advances made by the
      Agent in the protection, enforcement or exercise of its rights, powers or
      remedies hereunder;


    
      
        
        

      

      
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    (b)
      Second, to the payment of the Indebtedness, in whole or in part, in such order
      as the Agent may elect, whether or not such Indebtedness is then
      due;

     

    (c)
      Third, to such persons, firms, corporations or other entities as required by
      applicable law including, without limitation, Section 9-504(1)(c) of the UCC;
      and

     

    (d)
      Fourth, to the extent of any surplus to the Pledgor or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Indebtedness, Pledgor shall
      be liable for the deficiency plus the reasonable costs and fees of any attorneys
      employed by the Agent to collect such deficiency.

     

    11.
       Waiver
      of Marshaling.
      Pledgor
      hereby waives any right to compel any marshaling of any of the
      Collateral.

     

    12.
       No
      Waiver.
      Any and
      all of the Agent's rights with respect to the Liens granted under this Agreement
      shall continue unimpaired, and Pledgor shall be and remain obligated in
      accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency
      or reorganization of Pledgor, (b) the release or substitution of any item of
      the
      Collateral at any time, or of any rights or interests therein, or (c) any delay,
      extension of time, renewal, compromise or other indulgence granted by the Agent
      in reference to any of the Indebtedness. Pledgor hereby waives all notice of
      any
      such delay, extension, release, substitution, renewal, compromise or other
      indulgence, and hereby consents to be bound hereby as fully and effectively
      as
      if Pledgor had expressly agreed thereto in advance. No delay or extension of
      time by the Agent in exercising any power of sale, option or other right or
      remedy hereunder, and no failure by the Agent to give notice or make demand,
      shall constitute a waiver thereof, or limit, impair or prejudice the Agent's
      right to take any action against Pledgor or to exercise any other power of
      sale,
      option or any other right or remedy.

     

    13.
       Expenses.
      The
      Collateral shall secure, and Pledgor shall pay to the Agent on demand, from
      time
      to time, all reasonable costs and expenses, (including but not limited to,
      reasonable attorneys' fees and costs, taxes, and all transfer, recording, filing
      and other charges) of, or incidental to, the custody, care, transfer,
      administration of the Collateral or any other collateral, or in any way relating
      to the enforcement, protection or preservation of the rights or remedies of
      the
      Agent under this Agreement or with respect to any of the
      Indebtedness.

     

    14.
       The
      Agent Appointed Attorney-In-Fact and Performance by the
      Agent.
      Upon the
      occurrence of an Event of Default, Pledgor hereby irrevocably constitutes and
      appoints the Agent as Pledgor's true and lawful attorney-in-fact, with full
      power of substitution, to execute, acknowledge and deliver any instruments
      and
      to do in Pledgor's name, place and stead, all such acts, things and deeds for
      and on behalf of and in the name of Pledgor, which Pledgor could or might do
      or
      which the Agent may deem necessary, desirable or convenient to accomplish the
      purposes of this Agreement, including, without limitation, to execute such
      instruments of assignment or transfer or orders and to register, convey or
      otherwise transfer title to the Collateral into the Agent's name. Pledgor hereby
      ratifies and confirms all that said attorney-in-fact may so do and hereby
      declares this power of attorney to be coupled with an interest and irrevocable.
      If Pledgor fails to perform any agreement herein contained, the Agent may
      themselves perform or cause performance thereof, and any costs and expenses
      of
      the Agent incurred in connection therewith shall be paid by the Pledgor as
      provided in Section 9 hereof.


    
      
        
        

      

      
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    15.
      Waivers.

     

    (a)
      EACH
      PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
      DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
      INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
      OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
      THE
      PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
      CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
      CASE
      WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
      OR
      TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
      A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
      SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO
      THE
      WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     

    16.
       Recapture.
      Notwithstanding anything to the contrary in this Agreement, if the Agent receive
      any payment or payments on account of the Indebtedness, which payment or
      payments or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside and/or required to be repaid to a trustee,
      receiver, or any other party under the United States Bankruptcy Code, as
      amended, or any other federal or state bankruptcy, reorganization, moratorium
      or
      insolvency law relating to or affecting the enforcement of creditors' rights
      generally, common law or equitable doctrine, then to the extent of any sum
      not
      finally retained by the Agent, Pledgor's obligations to the Agent shall be
      reinstated and this Agreement shall remain in full force and effect (or be
      reinstated) until payment shall have been made to the Agent, which payment
      shall
      be due on demand.

     

    17.
       Captions.
      All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

     

    18.
       Miscellaneous.

     

    (a)
      This
      Agreement constitutes the entire and final agreement among the parties with
      respect to the subject matter hereof and may not be changed, terminated or
      otherwise varied except by a writing duly executed by the parties
      hereto.

     

    
      
        
        

      

      
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    (b)
      No waiver of any term or condition of this
      Agreement, whether by delay, omission or otherwise, shall be effective unless
      in
      writing and signed by the party sought to be charged, and then such waiver
      shall
      be effective only in the specific instance and for the purpose for which
      given.

     

    (c)
      In
      the event that any provision of this Agreement or the application thereof to
      Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall the same
      affect the validity or enforceability of any other provision of this
      Agreement.

     

    (d)
      This
      Agreement shall be binding upon Pledgor, and Pledgor's successors and assigns,
      and shall inure to the benefit of the Agent and their successors and
      assigns.

     

    (e)
      Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in accordance with the Securities Purchase
      Agreement.

     

    (f)
      This
      Agreement shall be governed by and construed and enforced in all respects in
      accordance with the laws of the State of New York applied to contracts to be
      performed wholly within the State of New York.

     

    (g)
      PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
      COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN
      CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
      OR
      INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
      CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
      IN
      THE COUNTY OF NEW YORK, STATE OF NEW YORK. PLEDGOR FURTHER CONSENTS THAT ANY
      SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
      ANY
      NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
      OR
      A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
      MAY
      BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT
      OF
      NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
      PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR
      IN
      SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. PLEDGOR
      WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON
      AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR
      BASED
      UPON FORUM NON CONVENIENS.


    
      
        
        

      

      
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    (h)
      It is
      understood and agreed that any person or entity that desires to become a Pledgor
      hereunder, or is required to execute a counterpart of this Stock Pledge
      Agreement after the date hereof pursuant to the requirements of any Document,
      shall become a Pledgor hereunder by (x) executing a Joinder Agreement in form
      and substance satisfactory to the Agent, (y) delivering supplements to such
      exhibits and annexes to such Documents as the Agent shall reasonably request
      and
      (z) taking all actions as specified in this Agreement as would have been taken
      by such Pledgor had it been an original party to this Agreement, in each case
      with all documents required above to be delivered to the Agent and with all
      documents and actions required above to be taken to the reasonable satisfaction
      of the Agent.

     

    (i)
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party by facsimile transmission
      shall be deemed an original signature hereto.

     

    (j)
      All
      rights of the Purchasers hereunder may be exercised by the Agent, as their
      agent.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
      and
      year first written above.

     

    
      	 	 	 
	 	
            	/S/
              KEN
              UPCRAFT
	 	
              

              Kenneth
                Upcraft

            



     

    
      	 	 	 
	 	
              FRIENDLYWAY
                CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/S/
              KEN
              UPCRAFT
	 	
              

              Kenneth
                Upcraft, President & CEO

            


    

     

    
      	 	 	 
	 	ATLANTIC
              PROFESSIONAL ASSOCIATION,
              INC.
	 
 	 
 	 
 
	
            	By:  	/S/
              LAWRENCE S. ACKERMAN
	 	
              
Larry
              Ackerman, President


    

       

    
      
        
        

      

      
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    SCHEDULE
      A to the Stock Pledge Agreement

     

    Pledged
      Stock

    

      
        	
                Pledgor

              	
                 

              	
                Issuer

              	
                 

              	
                Class
                  of Stock

              	
                 

              	
                Stock
                  Certificate Number

              	
                 

              	
                Par
                  Value

              	
                 

              	
                Number
                  of Shares

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Kenneth
                  Upcraft

              	
                 

              	
                friendlyway
                  Corporation

              	
                 

              	
                Common

              	 	
                10004

              	
                 

              	
                $.001

              	
                 

              	
                7,000,000

              


      

       

       

      
        
          
          

        

        
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