EXHIBIT 10.35A




 




AMENDED

AND RESTATED PLEDGE AGREEMENT dated as of November 21, 2000 (this “Agreement”),

amending and restating that certain Pledge Agreement dated as of March 23, 2000

(the “Original Agreement”), between RICHARD

S. MILLER, an individual (the “Pledgor”), and OPUS360 CORPORATION, a Delaware corporation

(the “Pledgee or Issuer”).




 




The Pledgor

was the holder of an option (the “Option”) for the purchase of shares of

the Common Stock, par value $0.001 per share, of the Issuer (the “Common

Stock”), granted by the Issuer to the Pledgor pursuant to the terms and

conditions of the Amended and Restated Non-Statutory Option Agreement dated as

of February 2, 2000, between the Pledgor and the Issuer (as amended,

supplemented or otherwise modified from time to time in accordance with its

terms, the “Option Agreement”). Capitalized terms used but not otherwise

defined herein have the respective meanings assigned to them in the Option

Agreement.




 




Contemporaneously

with the execution of the Original Agreement, on March 23, 2000, the Pledgor

exercised the Option with respect to all of the Option 1 Shares covered

thereby, being 200,000 fully vested shares of Common Stock (the “Pledged

Shares”), before giving effect to the

then pending three-for-two split of the Common Stock approved by the Board of

Directors of the Issuer prior to the date hereof, for an aggregate

purchase price of $800,000.  In order to

fund (i) $790,00 of the aggregate purchase price of $800,000 being paid by the

Pledgor in connection with his exercise of the Option with respect to the

Pledged Shares and (ii) the Pledgor’s payment of the federal and state

withholding taxes (being $748,000) arising as a result of his exercise of the

Option, the Pledgor borrowed $1,538,000

(the “Original Loan”) from the Pledgee, against the issuance by the

Pledgor to the Pledgee of a secured, full-recourse, interest-bearing promissory

note dated the date hereof in the aggregate principal amount of the Loan (as

amended, supplemented, restated or otherwise modified from time to time in

accordance with its terms, the “Prior Note”).




 




Subsequent to

the execution and delivery of the Prior Note and the Original Agreement, it was

determined that Pledgor’s actual federal and state income tax liability was in

excess of $1,026,700.  Contemporaneously

with the execution hereof, Pledgor has borrowed an additional $278,700 (the “Additional

Loan” and together with the Original Loan, the “Loan”) to fund the

additional tax liability and has issued to Pledgee an amended and restated Promissory

Note, in the aggregate principal amount of the Loan to evidence the Loan (as

amended, supplemented, restated or otherwise modified from time to time in

accordance with its terms, the “Note”). The parties have therefore

agreed to amend and restate this Pledge Agreement to reflect certain changes to

the terms of the Loan and the pledge hereunder. Notwithstanding anything to the

contrary contained herein, the Pledgee’s recourse for the payment of the

Secured Obligations




 





























 




shall be limited to the Pledged

Collateral hereunder and the Pledgee shall have no recourse against any other

assets of Pledgor for any amount due under the Note.




 




As

contemplated by the Note and to secure to the Pledgee the Pledgor’s due and

punctual payment and performance of his obligations under the Note and this

Agreement, the Pledgor is executing and delivering this Agreement to the

Pledgee.




 




In

consideration of the mutual covenants contained herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and in order to induce the Issuer to make the Loan to the

Pledgor, the Pledgor and the Issuer hereby agree as follows:




 




1.     Pledge.




 




The Pledgor hereby

pledges, hypothecates, assigns, transfers, sets over and delivers unto the Pledgee,

and grants to the Pledgee a first priority, perfected security interest in, all

of the Pledgor’s right, title and interest in, to and under the following

(collectively, the “Pledged Collateral”): (a) all of the Pledged Shares;

(b) any cash or other property (including securities) at any time and from time

to time receivable or otherwise distributable in respect of, in exchange for,

or in substitution of, any of the Pledged Shares or other property referred to

in this clause (b); and (c) any and all products and proceeds of any of

the foregoing, together with any and all other rights, titles, interests,

powers, privileges and preferences pertaining to said property; provided,

however, that the amount of any Distribution excluded, pursuant to the

Note, from a related Mandatory Prepayment (as such terms are defined in the

Note) shall not be so delivered.




 




2.     Obligations Secured.




 




This Agreement is made,

and the security interest created hereby is granted to the Pledgee, to secure

the due and punctual payment and performance in full of the following

(collectively, the “Secured Obligations”): (a) all obligations of the

Pledgor under this Agreement; (b) all obligations due and payable under the

Note; and (c) any reasonable costs or expenses incurred by the Pledgee or the

Pledgee’s counsel in connection with the realization of the security for which

this Agreement provides, including, without limitation, any reasonable costs or

expenses of any proceedings to which this Agreement may give rise.




 




3.     Representations and

Warranties.




 




The Pledgor hereby

represents and warrants to the Pledgee as follows:




 




(a)       The Pledgor is, and will at all times

continue to be, the legal and beneficial owner of the Pledged Collateral and

none of the Pledged Collateral is subject to any Lien (other than the Liens

created by this Agreement).  No

financing statement under the Uniform Commercial Code of any jurisdiction which

names the Pledgor as debtor or covers any of the Pledged Collateral, or any

other notice filed in the public records indicating the existence of a lien

thereon, has been filed and is still effective in any state or other

jurisdiction, other than Uniform Commercial Code financing statements filed in

favor of the Pledgee, and the Pledgor has not signed any such financing

statement or notice or any security agreement authorizing the




 




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filing of any such

financing statement or notice, other than Uniform Commercial Code financing

statements filed in favor of the Pledgee.




 




(b)       The Pledgor (i) has the power and

authority to pledge the Pledged Collateral in the manner hereby done or

contemplated and (ii) will defend his title or interest thereto or therein

against any and all Liens (other than the Liens created by this Agreement),

however arising, of all persons or entities.




 




(c)       No consent or approval of any Federal, state, local or foreign government or

any court of competent jurisdiction, administrative agency or commission or

other governmental authority (“Governmental Entity”), securities

exchange or any other person or entity was or is necessary to the validity of

the pledge effected hereby.




 




4.     Covenants.




 




The Pledgor hereby

unconditionally covenants and agrees that the Pledgor will not create, assume,

incur or permit or suffer to exist or to be created, assumed or incurred, any

Lien on any of the Pledged Collateral (or any interest therein) (except for any

Lien arising under this Agreement) and will not sell, lease, assign, transfer

or otherwise dispose of all or any portion of the Pledged Collateral (or any

interest therein).




 




In

the event Pledgor’s employment with Pledgee terminates prior to the payment in

full of the Note, and such termination causes Pledgor (or Pledgor’s estate, as

the case may be) to incur income tax liability as a result of the amendment and

restatement of this Note, Pledgee agrees to indemnify Pledgor (or Pledgor’s

estate, as the case may be) from and against any such income tax liability net

of any deductions taken by Pledgor for losses or otherwise that are associated

with the Note or the disposition of the Pledged Collateral, by reimbursing

Pledgor (or his estate) for the amount of the net income tax liability so

incurred plus such additional amount necessary to pay the taxes due on the

amount of the tax liability plus such additional amount.  Pledgor shall use all good faith efforts to

minimize such net tax liability and shall provide Pledgee with information on

the tax liability he believes has been incurred and the amount of offsetting

deductions, if any, plus an opportunity to review such information with

Pledgor’s tax advisor, prior to filing any tax return reflecting such tax

liability with the Internal Revenue Service. Further, in the event Pledgor

receives notice from the Internal Revenue Service of a claim that Pledgor owes

additional amounts for which Pledgee is obligated to indemnify Pledgor

hereunder, Pledgor shall authorize Pledgee to contest or defend  any such claim on Pledgor’s behalf, at Pledgee’s

expense, and provided Pledgee will further indemnify Pledgor for any penalties

and/or interest incurred during the pendency of any such contest or defense.




 




5.     Additional Shares.




 




The Pledgor agrees that,

until this Agreement has terminated in accordance with its terms, any

certificates, instruments or other documents evidencing Pledged Collateral

consisting of additional Securities of the Issuer at any time issued to the

Pledgor or otherwise acquired by the Pledgor in the manner described in clause

(b) of Section 1 shall be promptly delivered or otherwise

transferred to the Pledgee, such additional Securities being additional Pledged

Collateral and subject to the lien of, and the terms and conditions of, this

Agreement.




 




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6.     Registration in Nominee

Name, Denominations.




 




The Pledgee shall have

the right (in its sole and absolute discretion) to hold the Pledged Collateral

in its own name as pledgee, the name of its nominee (as Pledgee or as

sub-agent) or the name of the Pledgor, endorsed or assigned in blank or in

favor of the Pledgee.  The Pledgor will

promptly give to the Pledgee copies of any notices or other communications

received by him with respect to Pledged Collateral registered in the name of the

Pledgor.  The Pledgee shall at all times

have the right to exchange the certificates representing Pledged Collateral for

certificates of smaller or larger numbers of shares for any purpose consistent

with this Agreement.




 




7.     Voting Rights; Dividends.




 




(a)       So long as no Event of Default (as defined

in the Note) shall have occurred and be continuing, the Pledgor shall be

entitled to exercise any and all voting and consensual rights and powers

accruing to an owner of the Pledged Collateral or any part thereof for any

purpose not inconsistent with the terms and conditions of this Agreement or any

agreement giving rise to or otherwise relating to any of the Secured

Obligations; provided, however, that the Pledgor shall not

exercise, or refrain from exercising, any such right or power if any such action

could have a adverse effect on the value of such Pledged Collateral in the sole

judgment of the Pledgee. The Pledgor shall not be entitled to retain and use

any and all dividends or distributions or other payments paid on the Pledged

Collateral, including any and all stock and/or liquidating dividends, other

distributions in property, return of capital or other cash or non-cash

distributions made on or in respect of Pledged Collateral, whether resulting

from a subdivision, combination or reclassification of outstanding Securities

of the Issuer which are pledged hereunder or received in exchange for Pledged

Collateral or any part thereof or as a result of any merger, consolidation,

acquisition or other exchange of assets or on the liquidation, whether voluntary

or involuntary, of the Issuer, or otherwise, such property, if it is a cash

dividend or distribution or other cash payment, being a Mandatory Prepayment,

or otherwise being additional Pledged Collateral pledged hereunder, and, if

received by the Pledgor, shall forthwith be delivered to the Pledgee to be held

as Pledged Collateral subject to the terms and conditions of this Agreement and

the Note; provided, however, that the amount of any Distribution

excluded, pursuant to the Note, from a related Mandatory Prepayment (as such

terms are defined in the Note) shall not be so delivered.  The Pledgee agrees to execute and deliver to

the Pledgor, or cause to be executed and delivered to the Pledgor, as

appropriate, at the sole cost and expense of the Pledgor, all such proxies,

powers of attorney, dividend orders and other instruments as the Pledgor may

request for the purpose of enabling the Pledgor to exercise the voting and/or

consensual rights and powers which Pledgor is entitled to exercise and/or to receive

the dividends which Pledgor is authorized to retain.  Without limiting the generality of the foregoing, the Pledgor

hereby grants a proxy (which shall be a proxy coupled with an interest) to the

Pledgee to vote the Pledged Collateral upon the occurrence and continuation of

an Event of Default.




 




(b)       Upon the occurrence and during the

continuance of an Event of Default, all rights of the Pledgor to exercise the

voting and/or consensual rights and powers which Pledgor is entitled to

exercise pursuant to Section 7(a) shall cease, and all such rights

thereupon shall become immediately vested in the Pledgee, which shall have, to

the extent permitted by any law, rule, regulation, ordinance or code of any

Governmental Entity (each, a “Law”), the sole and




 




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exclusive right

and authority to exercise such voting and/or consensual rights and powers which

the Pledgor shall otherwise be entitled to exercise pursuant to Section 7(a).  Any and all money and other property paid

over to or received by the Pledgee pursuant to the provisions of this Section

7(b) shall be retained by the Pledgee as additional collateral hereunder

and shall be applied in accordance with the provisions of Section 9.  If the Pledgor shall receive any dividends

or other property which he is not entitled to receive under this Section 7,

the Pledgor shall hold the same in trust for the Pledgee, without commingling

the same with other funds or property of or held by the Pledgor, and shall

promptly deliver the same to the Pledgee upon receipt by the Pledgor in the

identical form received, together with any necessary endorsements.




 




8.     Remedies upon Event of

Default.




 




(a)       In addition to any right or remedy that

the Pledgee may have under the Note, any other loan documents or otherwise

under applicable Law, if an Event of Default shall have occurred and be

continuing, the Pledgee may exercise any and all of the rights and remedies of

a secured party under the Uniform Commercial Code as in effect in any applicable

jurisdiction (the “Code”) and may otherwise sell, assign, transfer,

endorse and deliver the whole or, from time to time, any part of the Pledged

Collateral at a public or private sale or on any securities exchange, for cash,

upon credit or for other property, for immediate or future delivery, and for

such price or prices and on such terms as the Pledgee in its discretion shall

deem appropriate.  The Pledgee shall be

authorized at any sale (if it deems it advisable to do so) to restrict the

prospective bidders or purchasers to persons or entities who will represent and

agree that they are purchasing the Pledged Collateral for their own account in

compliance with the Securities Act and upon consummation of any such sale the

Pledgee shall have the right to assign, transfer, endorse and deliver to the

purchaser or purchasers thereof the Pledged Collateral so sold.  Each purchaser at any sale of Pledged

Collateral shall take and hold the property sold absolutely free from any claim

or right on the part of the Pledgor, and the Pledgor hereby waives (to the

fullest extent permitted by applicable Law) all rights of redemption, stay

and/or appraisal which the Pledgor now has or may at any time in the future

have under any applicable Law now existing or hereafter enacted.  The Pledgor agrees that, to the extent

notice of sale shall be required by applicable Law, at least ten days’ prior

written notice to the Pledgor of the time and place of any public sale or the

time after which any private sale is to be made shall constitute reasonable

notification, but notice given in any other reasonable manner or at any other

reasonable time shall constitute reasonable notification.  Such notice, in case of public sale, shall

state the time and place for such sale, and, in the case of sale on a

securities exchange, shall state the exchange on which such sale is to be made

and the day on which the Pledged Collateral, or portion thereof, will first be

offered for sale at such exchange.  Any

such public sale shall be held at such time or times within ordinary business

hours and at such place or places as the Pledgee may fix and shall state in the

notice or publication (if any) of such sale. 

At any such sale, the Pledged Collateral, or portion thereof to be sold,

may be sold in one lot as an entirety or in separate parcels, as the Pledgee

may determine in its sole and absolute discretion.  The Pledgee shall not be obligated to make any sale of the

Pledged Collateral if it shall determine not to do so regardless of the fact

that notice of sale of the Pledged Collateral may have been given.  The Pledgee may, without notice or

publication, adjourn any public or private sale or cause the same to be

adjourned from time to time by announcement at the time and place fixed for

sale, and such sale may, without further notice, be made at the time and place

to which the same was so adjourned.  In

case the sale of all or any part of the Pledged Collateral is made on credit or

for future delivery, the




 




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Pledged Collateral

so sold may be retained by the Pledgee until the sale price is paid by the

purchaser or purchasers thereof, but the Pledgee shall not incur any liability

to the Pledgor in case any such purchaser or purchasers shall fail to take up

and pay for the Pledged Collateral so sold and, in case of any such failure,

such Pledged Collateral may be sold again upon like notice.  At any public sale made pursuant to this

Agreement, the Pledgee, to the extent permitted by applicable Law, may bid for

or purchase, free from any right of redemption, stay and/or appraisal on the

part of the Pledgor (all said rights being also hereby waived and released to

the extent permitted by applicable Law), any part of or all the Pledged

Collateral offered for sale and may make payment on account thereof by using

any claim then due and payable to the Pledgee from the Pledgor as a credit

against the purchase price, and the Pledgee may, upon compliance with the terms

of sale and to the extent permitted by applicable Law, hold, retain and dispose

of such property without further accountability to the Pledgor therefor.  For purposes hereof, a written agreement to

purchase all or any part of the Pledged Collateral shall be treated as a sale

thereof; the Pledgee shall be free to carry out such sale pursuant to such

agreement; and the Pledgor shall not be entitled to the return of any Pledged

Collateral subject thereto, notwithstanding the fact that after the Pledgee

shall have entered into such an agreement the Secured Obligations may have been

paid in full as herein provided.  The

Pledgor hereby waives any right to require any marshaling of assets and any

similar right.




 




(b)       If an Event of Default shall have

occurred and be continuing, in addition to exercising the power of sale herein

conferred upon it, the Pledgee shall also have the option to proceed by suit or

suits at law or in equity to foreclose this Agreement and sell the Pledged

Collateral or any portion thereof pursuant to judgment or decree of a court or

courts having competent jurisdiction.




 




(c)       The rights and remedies of the Pledgee

under this Agreement are cumulative and not exclusive of any rights or remedies

which it would otherwise have.




 




9.     Application of Proceeds

of Sale and Cash.




 




The proceeds of

any sale of the whole or any part of the Pledged Collateral, together with any

other moneys held by the Pledgee under the provisions of this Agreement, shall

be applied by the Pledgee in the following order:




 




(a)       First: to the payment of all costs

and expenses incurred in connection with such sale or other realization,

including reasonable attorneys’ fees incurred if the Pledgee endeavored to

collect the Secured Obligations by or through an attorney at law;




 




(b)       Second: to the payment of the

interest due upon any of the Secured Obligations, in any order which the

Pledgee may elect;




 




(c)       Third: to the payment of the

principal due upon any of the Secured Obligations in any order which the

Pledgee may elect; and




 




(d)       Fourth: the balance (if any) of

such proceeds shall be paid to the Pledgor or to whomsoever may be legally

entitled thereto.




 




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10.   Pledgee Appointed

Attorney-in-Fact.




 




The Pledgor hereby

constitutes and appoints the Pledgee as the attorney-in-fact of the Pledgor

with full power of substitution either in the Pledgee’s name or in the name of

the Pledgor to do any of the following: (a) to perform any obligation of the

Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, demand,

sue for, collect, receive, receipt and give acceptance for any and all moneys

due or to become due under and by virtue of any Pledged Collateral; (c) to

prepare, execute, file, record or deliver notices, assignments, financing

statements, continuation statements, applications for registration or like

papers to perfect, preserve or release the Pledgee’s security interest in the

Pledged Collateral or any of the documents, instruments, certificates and

agreements described herein; (d) to verify facts concerning the Pledged Collateral

in its own name or a fictitious name; (e) to endorse checks, drafts, orders and

other instruments for the payment of money payable to the Pledgor, representing

any interest or dividend or other distribution payable in respect of the

Pledged Collateral or any part thereof or on account thereof and to give full

discharge for the same; (f) to exercise all rights, powers and remedies which

the Pledgor would have, but for this Agreement, under the Pledged Collateral;

and (g) to carry out the provisions of this Agreement and to take any action

and execute any instrument which the Pledgee may deem necessary or advisable to

accomplish the purposes hereof, and to do all acts and things and execute all

documents in the name of the Pledgor or otherwise, deemed by the Pledgee as

necessary, proper and convenient in connection with the preservation,

perfection or enforcement of its rights hereunder.  Nothing herein contained shall be construed as requiring or

obligating the Pledgee to make any commitment or to make any inquiry as to the

nature or sufficiency of any payment received by it, or to present or file any

claim or notice, or to take any action with respect to the Pledged Collateral

or any part thereof or the moneys due or to become due in respect thereof or

any property covered thereby, and no action taken by the Pledgee or omitted to

be taken with respect to the Pledged Collateral or any part thereof shall give

rise to any defense, counterclaim or offset in favor of the Pledgor or to any

claim or action against the Pledgee. The power of attorney granted herein is

irrevocable and coupled with an interest.




 




11.   Further Assurances.




 




The Pledgor shall,

at his sole cost and expense, take all action that may be necessary or

desirable in the Pledgee’s sole discretion, so as at all times to maintain the

validity, perfection, enforceability and priority of the Pledgee’s security

interest in the Pledged Collateral, or to enable the Pledgee to exercise or

enforce its rights hereunder, including, without limitation, (a) delivering to

the Pledgee, endorsed or accompanied by such instruments of assignment as the

Pledgee may specify, any and all chattel paper, instruments, letters of credit

and all other advices of guaranty and documents evidencing or forming a part of

the Pledged Collateral and (b) executing and delivering financing statements,

pledges, designations, notices and assignments, in each case in form and

substance satisfactory to the Pledgee, relating to the creation, validity,

perfection, priority or continuation of the security interest granted

hereunder. The Pledgor agrees to take, and authorizes the Pledgee to take on

the Pledgor’s behalf, any or all of the following actions with respect to any

Pledged Collateral as the Pledgee shall deem necessary to perfect the security

interest and pledge created hereby or to enable the Pledgee to enforce its

rights and remedies hereunder: (i) to register in the name of the Pledgee any

Pledged Collateral in certificated or uncertificated form; (ii) to endorse in

the name of the Pledgee any Pledged Collateral issued in certificated form; and

(iii) by book entry or otherwise, identify as belonging to the Pledgee a

quantity of securities that constitutes all or part of the Pledged Collateral




 




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registered in the name of the

Pledgee.  Notwithstanding the foregoing

the Pledgor agrees that Pledged Collateral which is not in certificated form or

is otherwise in book-entry form shall be held for the account of the

Pledgee.  The Pledgor hereby authorizes

the Pledgee to execute and file in all necessary and appropriate jurisdictions

(as determined by the Pledgee) one or more financing or continuation statements

(or any other document or instrument referred to in the immediately preceding clause

(b)) in the name of the Pledgor and to sign the Pledgor’s name

thereto.  The Pledgor authorizes the

Pledgee to file any such financing statement, document or instrument without

the signature of the Pledgor to the extent permitted by applicable Law.  To the extent permitted by applicable Law, a

carbon, photographic or other reproduction of this Agreement or any financing

statement is sufficient as a financing statement.  Any property comprising part of the Pledged Collateral required

to be delivered to the Pledgee pursuant to this Pledge Agreement shall be

accompanied by proper instruments of assignment duly executed by the Pledgor

and by such other instruments or documents as the Pledgee may reasonably

request.  In the event any Pledged

Collateral in certificated form becomes eligible for book-entry treatment, the

Pledgor will use its best efforts to effectuate such book-entry treatment with

respect to such Pledged Collateral.




 




12.   Securities Laws.




 




In view of the

position of the Pledgor in relation to the Pledged Collateral, or because of

other current or future circumstances, a question may arise under the

Securities Act, as now or hereafter in effect, or any similar applicable Law

(whether foreign or domestic) hereafter enacted analogous in purpose or effect

(such Law and any such similar applicable Law as from time to time in effect

being called the “Securities Laws”) with respect to any disposition of

the Pledged Collateral permitted hereunder. The Pledgor understands that

compliance with the Securities Laws might very strictly limit the course of

conduct of the Pledgee if the Pledgee were to attempt to dispose of all or any

part of the Pledged Collateral in accordance with the terms hereof, and might

also limit the extent to which or the manner in which any subsequent transferee

of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations

affecting the Pledgee in any attempt to dispose of all or part of the Pledged

Collateral in accordance with the terms hereof under applicable “Blue Sky”

or other state securities Laws or similar applicable Law analogous in purpose

or effect.  The Pledgor recognizes that

in light of the foregoing restrictions and limitations the Pledgee may, with

respect to any sale of the Pledged Collateral, limit the purchasers to those

who will agree, among other things, to acquire such Pledged Collateral for

their own account, for investment, and not with a view to the distribution or

resale thereof.  The Pledgor acknowledges

and agrees that in light of the foregoing restrictions and limitations, the

Pledgee, in its sole and absolute discretion, may, in accordance with

applicable Law, (a) proceed to make such a sale whether or not a registration

statement for the purpose of registering such Pledged Collateral or part

thereof shall have been filed under the Securities Laws and (b) approach and

negotiate with a single potential purchaser to effect such sale.  The Pledgor acknowledges and agrees that any

such sale might result in prices and other terms less favorable to the seller

than if such sale were a public sale without such restrictions.  In the event of any such sale, the Pledgee

shall incur no responsibility or liability for selling all or any part of the

Pledged Collateral in accordance with the terms hereof at a price that the

Pledgee may in good faith deem reasonable under the circumstances,

notwithstanding the possibility that a substantially higher price might have

been realized if the sale were deferred until after registration as

aforesaid.  The provisions of this Section

12 will




 




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apply notwithstanding the

existence of public or private market upon which the quotations or sales prices

may exceed substantially the price at which the Pledgee sells.




 




13.   Continuing Security

Interest.




 




This Agreement

shall create a continuing security interest in the Pledged Collateral and shall

remain in full force and effect until it terminates in accordance with its

terms.  The Pledgor and the Pledgee

hereby agree that the security interest created by this Agreement in the

Pledged Collateral shall not terminate and shall continue and remain in full

force and effect notwithstanding the transfer to the Pledgee of a portion of

the Pledged Collateral.




 




14.   Security Interest

Absolute.




 




All rights of the

Pledgee hereunder, the grant of a security interest in the Pledged Collateral

and all obligations of the Pledgor hereunder, shall be absolute and

unconditional irrespective of (a) any lack of validity or enforceability of the

Note or any other loan document, any agreement with respect to any of the

Secured Obligations or any other agreement or instrument relating to any of the

foregoing, (b) any change in the time, manner or place of the payment of, or in

any other term of, all or any of the Secured Obligations, or any other

amendment or waiver of or any consent to any departure from the Note, any other

loan document, or any other agreement or instrument relating to any of the

foregoing, (c) any exchange, release or nonperfection of any other collateral,

or any release or amendment or waiver of or consent to or departure from any

guaranty, for all or any of the Secured Obligations or (d) any other

circumstance that might otherwise constitute a defense available to, or a

discharge of, the Pledgor in respect of the Secured Obligations or in respect

of this Agreement (other than the indefeasible payment in full of all the

Secured Obligations).




 




15.   No Waiver.




 




Neither the failure on

the part of the Pledgee to exercise, nor the delay on its part in exercising,

any right, power or remedy hereunder, nor any course of dealing between the

Pledgee and the Pledgor, shall operate as a waiver thereof, nor shall any

single or partial exercise of any such right, power, or remedy hereunder

preclude any other or the further exercise thereof or the exercise of any other

right, power or remedy.




 




16.   Notices.




 




All notices,

demands or other communications to be given or delivered under or by reason of

the provisions of this Agreement shall be in writing and shall be deemed to

have been given or made when (i) delivered personally to the recipient, (ii)

transmitted by facsimile or electronic mail (with hard copy sent to the

recipient by reputable overnight courier service (charges prepaid) that same

day and, in the latter case, with receipt acknowledged by the recipient by

return electronic mail) if faxed or e-mailed before 5:00 p.m. (New York, New

York time) on a Business Day, and otherwise on the next Business Day, (iii) two

Business Days after being sent to the recipient by reputable overnight courier

service (charges prepaid), or (iv) five Business Days after being sent to the

recipient by registered or certified mail (postage prepaid and return receipt

requested).  Such notices, demands and

other communications shall be sent to




 




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the address for such recipient

as set forth below (or to such other address or to the attention of such other

person as the recipient party has specified by like notice):




 




(i)    if to the Issuer or Pledgee, to




 




Opus360 Corporation


39 West 13th Street, 3rd Floor


New York, New York 10011


Attention: General Counsel




Telephone: (212) 884-6492 


Facsimile: (212) 884-6220


E-Mail: jmurphy@opus360.com




 




(ii)   if to the Pledgor, to




 




Richard S. Miller  


5 Croydon Road


Morristown, New Jersey 07960


Telephone: (973) 267-8448


Facsimile: (973) 267-8397


E-Mail: rmiller@opus360.com




 




with a copy (which shall not constitute notice) to:




 




Walter, Conston, Alexander & Green, P.C.


90 Park Avenue


New York, New York 10016


Attention: Saul Ben-Meyer


Telephone: (212) 210-9545


Facsimile: (212) 210-9444


E-Mail: sben-meyer@wcag.com




 




As used in this

Agreement, the term “Business Day” means any day, other than a Saturday,

Sunday or a day on which banking institutions in the State of New York are

authorized or obligated by law or executive order to close.




 




17.   Governing Law.




 




THIS AGREEMENT SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK

WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISION OR RULE (WHETHER OF THE

STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION

OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.




 




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18.   Amendments.




 




No amendment or waiver of

any provision of this Agreement nor consent to any departure by the Pledgor

herefrom shall in any event be effective unless the same shall be in writing

and signed by the parties hereto, and then such waiver or consent shall be

effective only in the specific instance and for the specific purpose for which

given.




 




19.   Binding Agreement.




 




This Agreement

shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns, except that the Pledgor shall not be

permitted to assign this Agreement or any interest herein or in the Pledged

Collateral, or any part thereof, or any cash or property held by the Pledgee as

collateral under this Agreement.




 




20.   Termination.




 




Upon payment in

full of all of the Secured Obligations, this Agreement shall terminate.  The release of Pledged Collateral or

reassignment of rights to the Pledgor upon the termination of this Agreement

shall be without recourse to or warranty by the Pledgee and shall be made by

the Pledgee at the sole cost and expense of the Pledgor, except to the extent

such costs and expenses are the result of Pledgee’s bad faith or gross

negligence.  Upon the release of Pledged

Collateral or reassignment of rights to the Pledgor, the Pledgee will, at the

sole cost and expense of the Pledgor, except to the extent such costs and

expenses are the result of Pledgee’s bad faith or gross negligence, execute and

deliver to the Pledgor such documents as the Pledgor shall reasonably request

to evidence such release and reassignment and shall deliver to the Pledgor all

Pledged Collateral so released then in its possession and not applied in

satisfaction of the Secured Obligations.




 




21.   Severability.




 




In case any

provision of this Agreement shall be invalid, illegal or unenforceable in any

jurisdiction, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.




 




22.   Interpretation; Construction




 




The headings contained in this Agreement and in any table of contents to

this Agreement are for convenience of reference only and shall not govern or

affect in any way the meaning or interpretation of any of the terms or

provisions of this Agreement.  Except

when the context requires otherwise, any reference in this Agreement to any

Article, Section or clause shall be to the Articles, Sections and clauses of

this Agreement.  The words “include,”

“includes” and “including” are deemed to be followed by the

phrase “without limitation.”  Any

reference to the masculine, feminine or neuter gender shall include such other

genders and any reference to the singular or plural shall include the other, in

each case unless the context otherwise requires. Where specific language is used to clarify by example

a general statement contained herein, such specific language shall not be

deemed to modify, limit or restrict in any manner the construction of the

general statement to which it relates. 

The language used in this Agreement has been chosen by the parties to

express their mutual intent, and no rule of strict construction shall be

applied against any party.




 




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23.   Counterparts.




 




This Agreement may be executed in any number of

counterparts, each of which shall be deemed an original and all of which shall

constitute but one agreement. This

Agreement, the agreements referred to herein, and each other agreement or

instrument entered into in connection herewith or therewith or contemplated

hereby or thereby, and any amendments hereto or thereto, to the extent signed

and delivered by means of a facsimile machine, shall be treated in all manner

and respects as an original agreement or instrument and shall be considered to

have the same binding legal effect as if it were the original signed version

thereof delivered in person.




 




IN WITNESS WHEREOF, the Pledgor and the Pledgee have executed this

Pledge Agreement as of the date first written above.




 




	

   


  	

  PLEDGOR:


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Richard S. Miller


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  PLEDGEE:


  
	

   


  	

   


  
	

   


  	

  OPUS360 CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Ari B. Horowitz


  
	

   


  	

   


  	

  Chairman and Chief Executive Officer


  
				





 




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