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                                                                  Execution Copy


                                                                   EXHIBIT 10.39

                              AMENDED AND RESTATED
                                PLEDGE AGREEMENT

            AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of April 9, 1997,
made by IT NETWORK, INC., a Texas corporation (the "Pledgor"), in favor of PECKS
MANAGEMENT PARTNERS LTD., in its capacity as Collateral Agent (in such capacity,
the "Collateral Agent") for the ratable benefit of the Investors as defined in
and pursuant to the Intercreditor Agreement dated as of the date hereof, among
the Source Media, Inc., a Delaware corporation ("Source Media"), the Pledgor,
Northstar High Total Return Fund ("Northstar"), the Pecks Investors listed on
Schedule 1 attached thereto, the Guarantors listed on Schedule 2 attached
thereto and the Collateral Agent (the "Intercreditor Agreement").


                               W I T N E S S E T H

            WHEREAS, pursuant to the terms of the Note Agreement dated as of
March 28, 1996, between Source Media and Northstar, the Pledgor entered into and
delivered to Northstar a Pledge Agreement dated as of April 3, 1996 (the
"Original Pledge Agreement"); and

            WHEREAS, Source Media, the Pledgor and the Investors have entered
into an Amended and Restated Note Agreement dated as of the date hereof (the
"Amended and Restated Note Agreement"), pursuant to which, among other things,
(i) the Investors have agreed to purchase the 1997 Notes (as defined in the
Amended and Restated Note Agreement) from the Pledgor and Source Media and (ii)
Northstar has agreed to the amendment and restatement of the Original Notes (as
defined in the Amended and Restated Note Agreement); and

            WHEREAS, the Pledgor is the legal and beneficial owner of the shares
of Pledged Stock (as hereinafter defined) issued by each of the companies listed
on Schedule I hereto (each an "Issuer", together, the "Issuers"); and

            WHEREAS, it is a condition precedent to the obligations of the
Investors to purchase the 1997 Notes under the Amended and Restated Note
Agreement and the obligation of Northstar to agree to the amendment and
restatement of the Original Notes under the Amended and Restated Note Agreement,
that the Pledgor shall have executed and delivered this Amended and Restated
Pledge Agreement to the Collateral Agent, amending and restating the Original
Pledge Agreement in its entirety;

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            NOW, THEREFORE, in consideration of the premises and to induce the
Investors to enter into the Amended and Restated Note Agreement and to purchase
the 1997 Notes and to induce Northstar to agree to the amendment and restatement
of the Original Notes, all as provided in the Amended and Restated Note
Agreement, the Pledgor hereby agrees with the Collateral Agent, as follows:

            1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Amended and Restated Note Agreement and used herein are so used
as so defined, and the meanings assigned to terms defined herein or in the
Amended and Restated Note Agreement shall be equally applicable to both the
singular and plural forms of such terms; and the following terms shall have the
following meanings:

            "Amended and Restated Pledge Agreement" means this Amended and
      Restated Pledge Agreement, as further amended, supplemented or otherwise
      modified from time to time.

            "Collateral" means the Pledged Stock and all Proceeds.

            "Obligations" means the unpaid principal of, any premium applicable
      to, and interest on the Notes (including, without limitation, interest
      accruing after the maturity of the Notes and interest accruing after the
      filing of any petition in bankruptcy, or the commencement of any
      insolvency, reorganization or like proceeding, relating to the Pledgor,
      whether or not a claim for post-filing or post-petition interest is
      allowed in such proceeding) and all other obligations and liabilities of
      the Pledgor to the Investors, whether direct or indirect, absolute or
      contingent, due or to become due, or now existing or hereafter incurred,
      which may arise under, out of, or in connection with, the Amended and
      Restated Note Agreement, the Notes, the other Note Purchase Documents,
      this Amended and Restated Pledge Agreement (in each such case as the same
      may be amended, supplemented or modified from time to time) and any other
      document made, delivered or given in connection therewith or herewith,
      whether on account of principal, premium, interest, reimbursement
      obligations, fees, indemnities, costs, expenses (including, without
      limitation, all fees and disbursements of counsel to the Investors (or the
      Collateral Agent) that are required to be paid by the Pledgor pursuant to
      the terms of the Amended and Restate Note Agreement or this Amended and
      Restated Pledge Agreement) or otherwise.

            "Pledged Stock" means the shares of capital stock of each Issuer
      listed on Schedule I hereto, together with all stock certificates, options
      or rights of any nature whatsoever that may be issued or granted by such
      Issuer to the Pledgor in respect of the Pledged Stock while this Amended
      and Restated Pledge Agreement is in effect.


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            "Proceeds" means all "proceeds" as such term is defined in Section
      9-306(1) of the Uniform Commercial Code in effect in the State of New York
      on the date hereof and, in any event, shall include, without limitation,
      all dividends or other income from the Pledged Stock, collections thereon
      or distributions with respect thereto.

           "UCC" means the Uniform Commercial Code from time to time in effect
      in the State of New York.

            2. Pledge; Grant of Security Interest; Endorsement. The Pledgor
hereby delivers to the Collateral Agent all the Pledged Stock and hereby grants
to the Collateral Agent a first priority security interest in the Collateral, as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

            3. Perfection of Security. The Pledgor authorizes the Collateral
Agent to file such financing statements and other documents and do such acts,
matters and things as the Collateral Agent may consider appropriate to perfect
and continue the Collateral Agent's security interest in the Collateral, to
protect and preserve the Collateral Agent's security interest in the Collateral
and to realize upon the Collateral Agent's security interest in the Collateral.

            4. Stock Powers. Concurrently with the delivery to the Collateral
Agent of each certificate representing one or more shares of Pledged Stock to
the Collateral Agent, the Pledgor shall deliver an undated stock power covering
such certificate, duly executed in blank by the Pledgor with signature
guaranteed.

            5. Representations and Warranties. The Pledgor represents and
warrants that:

            (a) the shares of Pledged Stock listed on Schedule I constitute (i)
      all the issued and outstanding shares of all classes of the capital stock
      of each Issuer that are owned by the Pledgor and (ii) the percentage
      listed on Schedule I of the aggregate number of the issued and outstanding
      shares of capital stock of such Issuer;

            (b) all the shares of the Pledged Stock have been duly and validly
      issued and are fully paid and nonassessable, except as described in
      Schedule II;

            (c) the Pledgor is the record and beneficial owner of, and has good
      and marketable title to, the Pledged Stock listed on Schedule I, free of
      any and all Liens or options in favor of, or claims of, any other Person,
      except the Lien created by this Amended and Restated Pledge Agreement; and


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            (d) upon delivery to the Collateral Agent of the stock certificates
      evidencing the Pledged Stock, the Lien granted pursuant to this Amended
      and Restated Pledge Agreement will constitute a valid, perfected first
      priority Lien on the Pledged Stock, enforceable as such against all
      creditors of the Pledgor.

            6. Covenants. The Pledgor covenants and agrees with the Collateral
Agent that, from and after the date of this Amended and Restated Pledge
Agreement until the Obligations are paid in full:

            (a) If the Pledgor shall, as a result of its ownership of the
      Pledged Stock, become entitled to receive or shall receive any stock
      certificate or any certificate or other instrument evidencing ownership of
      any partnership interest (including, without limitation, any certificate
      representing a stock dividend or a distribution in connection with any
      reclassification, increase or reduction of capital or any certificate
      issued in connection with any reorganization), option or rights, whether
      in addition to, in substitution for, as a conversion of, or in exchange
      for any shares of the Pledged Stock, or otherwise in respect thereof, the
      Pledgor shall accept the same as the agent of the Collateral Agent, hold
      the same in trust for the Collateral Agent and deliver the same forthwith
      to the Collateral Agent in the exact form received, duly indorsed by the
      Pledgor to the Collateral Agent, if required, together with an undated
      stock power covering such certificate duly executed in blank by the
      Pledgor and with signature guaranteed, to be held by the Collateral Agent,
      subject to the terms hereof, as additional collateral security for the
      Obligations. Any sums paid upon or in respect of the Pledged Stock upon
      the liquidation or dissolution of any Issuer shall be paid over to the
      Collateral Agent, and in case any distribution of capital shall be made on
      or in respect of the Pledged Stock or any property shall be distributed
      upon or with respect to the Pledged Stock pursuant to the recapitalization
      or reclassification of the capital of any Issuer or pursuant to the
      reorganization thereof, the property so distributed shall be delivered to
      the Collateral Agent to be held by it hereunder as additional collateral
      security for the Obligations. If any sums of money or property so paid or
      distributed in respect of the Pledged Stock shall be received by the
      Pledgor, the Pledgor shall, until such money or property is paid or
      delivered to the Collateral Agent, hold such money or property in trust
      for the Investors, segregated from other funds of the Pledgor, as
      additional collateral security for the Obligations.

            (b) Without the prior written consent of the Collateral Agent, the
      Pledgor will not (i) permit any Issuer to


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      issue any stock or other equity securities of any nature or to issue any
      other securities convertible into or granting the right to purchase or
      exchange for any stock or other equity securities of any nature of such
      Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or
      grant any option with respect to, the Collateral, or (iii) create, incur
      or permit to exist any Lien or option in favor of, or any claim of any
      Person with respect to, any of the Collateral, or any interest therein,
      except for the Lien provided for by this Amended and Restated Pledge
      Agreement. The Pledgor will defend the right, title and interest of the
      Collateral Agent in and to the Collateral against the claims and demands
      of all Persons whomsoever.

            (c) At any time and from time to time, upon the written request of
      the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor
      will promptly and duly execute and deliver such further instruments and
      documents and take such further actions as the Collateral Agent may
      reasonably request for the purposes of obtaining or preserving the full
      benefits of this Amended and Restated Pledge Agreement and of the rights
      and powers herein granted. If any amount payable under or in connection
      with any of the Collateral shall be or become evidenced by any promissory
      note, other instrument or chattel paper, such note, instrument or chattel
      paper shall be immediately delivered to the Collateral Agent, duly
      endorsed in a manner satisfactory to the Collateral Agent, to be held as
      Collateral pursuant to this Amended and Restated Pledge Agreement.

            (d) The Pledgor agrees to pay, and to save the Collateral Agent
      harmless from, any and all liabilities with respect to, or resulting from
      any delay in paying, any and all stamp, excise, sales or other taxes which
      may be payable or determined to be payable with respect to any of the
      Collateral or in connection with any of the transactions contemplated by
      this Amended and Restated Pledge Agreement.

            7. Cash Dividends and Distributions; Voting Rights. Unless an Event
of Default shall have occurred and be continuing, the Pledgor shall be permitted
to receive and retain all cash dividends in respect of the Pledged Stock and to
exercise all voting and corporate rights with respect to the Pledged Stock,
provided, however, that no vote shall be cast or corporate right exercised or
other action taken which results in any violation of any provision of the
Amended and Restated Note Agreement, the Notes, the other Note Purchase
Documents or this Amended and Restated Pledge Agreement.

            8. Rights of the Collateral. (a) If an Event of Default shall occur
and be continuing, (i) promptly upon receipt thereof by the Pledgor and without
any request therefor by the


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Collateral Agent, the Pledgor shall deliver to the Collateral Agent any and all
cash dividends paid in respect of the Pledged Stock and the Collateral Agent may
make application thereof to the Obligations in such order as the Collateral
Agent may determine, (ii) all shares of the Pledged Stock shall be registered in
the name of the Collateral Agent or its nominee, and the Collateral Agent or its
nominee may thereafter exercise (A) all voting, corporate and other rights,
privileges or options pertaining to such shares of the Pledged Stock as if it
were the absolute owner thereof (including, without limitation, the right to
exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of the Issuers, or upon the exercise by the Pledgor or
the Collateral Agent of any right, privilege or option pertaining to such shares
of Pledged Stock, and in connection therewith, the right to deposit and deliver
any and all of the Pledged Stock with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as it may
determine), all without liability except to account for property actually
received by it, but the Collateral Agent shall have no duty to the Pledgor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

            (b) The rights of the Collateral Agent hereunder shall not be
conditioned or contingent upon the pursuit by the Collateral Agent of any right
or remedy against the Pledgor or any of the Issuers or against any other Person
which may be or become liable in respect of all or any part of the Obligations
or against any collateral security therefor, guarantee therefor or right of
offset with respect thereto. The Collateral Agent shall not be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall the Collateral Agent be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof.

            9. Remedies. If an Event of Default shall occur and be continuing,
the Collateral Agent may exercise, in addition to all other rights and remedies
granted in this Amended and Restated Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all
rights and remedies of a secured party under the UCC and under similar laws in
effect in other relevant jurisdictions. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor, any Issuer or any
other Person (all and each of which demands, defenses, advertisements and
notices are, to the extent permitted by law, hereby waived), may in such
circumstances forthwith collect,


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receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the Collateral Agent or elsewhere upon such terms and conditions as it may
deem advisable and at such prices as it may deem best, for cash or on credit or
for future delivery without assumption of any credit risk. The Collateral Agent
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
the Pledgor, which right or equity is, to the extent permitted by law, hereby
waived or released. The Collateral Agent shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all costs and expenses of
every kind incurred in respect thereof or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of the Collateral Agent hereunder, including, without limitation, reasonable
attorneys' fees and disbursements of counsel to the Collateral Agent, to the
payment in whole or in part of the Obligations, in such order as the Collateral
Agent may elect, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(l)(c) of the UCC, need the
Collateral Agent account for the surplus, if any, to the Pledgor. To the extent
permitted by applicable law, the Pledgor waives all claims, damages and demands
it may acquire against the Collateral Agent arising out of the exercise by them
of any rights hereunder. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. The
Pledgor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Collateral Agent to
collect such deficiency.

            10. Registration Rights; Private Sales. (a) If the Collateral Agent
shall determine to exercise its right to sell any or all of the Pledged Stock
pursuant to paragraph 9 hereof, and if in the opinion of the Collateral Agent it
is necessary or advisable to have the Pledged Stock, or that portion thereof to
be sold, registered under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Pledgor will use its best efforts to cause
each Issuer to (i) execute and deliver, and cause the directors and officers of
such Issuer to execute and deliver, all such instruments and documents, and do
or cause to


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be done all such other acts as may be, in the opinion of the Collateral Agent,
necessary or advisable to register the Pledged Stock, or that portion thereof to
be sold, under the provisions of the Securities Act, (ii) use its best efforts
to cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus which, in the
opinion of the Collateral Agent, are necessary or advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. The Pledgor agrees to use
its best efforts to cause each Issuer to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions which the Collateral
Agent shall designate and to make available to its security holders, as soon as
practicable, an earnings statement which will satisfy the provisions of Section
11(a) of the Securities Act.

            (b) The Pledgor recognizes that the Collateral Agent may be unable
to effect a public sale of the Pledged Stock, or to sell the Pledged Stock as a
control block at more than a stated premium to the "market price" of the Pledged
Stock by reason of certain prohibitions contained in the Securities Act
(Ontario) and applicable securities laws of other jurisdictions, but may be
compelled to resort to one or more private sales of the Pledged Stock to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Pledged Stock as principal and to comply with certain resale
restrictions provided for in the Securities Act (Ontario) and other applicable
securities laws. The Pledgor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable to the Collateral Agent than
if such sale were a public sale of a control block sale; notwithstanding such
circumstances, the Pledgor agrees that any such private sale shall not be deemed
to have been made in a commercially unreasonable manner solely by reason of its
being such a private sale. The Collateral Agent shall be under no obligation to
delay a sale of the Pledged Stock for a period of time necessary to permit the
Issuer of such Pledged Stock or any other Person to qualify such Pledged Stock
for public sale under the Securities Act (Ontario) or under applicable
securities laws of other jurisdictions even of the issuer would agree to do so
or to permit a prospective purchaser to make a formal offer to all or
substantially all Persons who own property of the same kind as the Pledged
Stock. Upon the occurrence of an Event of Default, the Pledgor hereby consents,
and agrees to cause the issuer of any Pledged Stock to consent, to the
disclosure by the Collateral Agent to the public generally and/or to any
prospective purchaser of the Pledged Stock of any information relating to the
Pledged Stock, whether confidential or not.


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            (c) The Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock pursuant to this paragraph 10
valid and binding and in compliance with any and all other applicable
Requirements of Law. The Pledgor further agrees that a breach of any of the
covenants contained in this paragraph 10 will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this paragraph 10 shall be specifically enforceable against the
Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Amended and Restated
Note Agreement.

            11. Limitation on Duties Regarding Collateral. The Collateral
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Collateral
Agent deals with similar securities and property for its own account. Neither
the Collateral Agent nor any of its directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of the Pledgor or
otherwise.

            12. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.

            13. Severability. Any provision of this Amended and Restated Pledge
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

            14. Paragraph Headings. The paragraph headings used in this Amended
and Restated Pledge Agreement are for convenience of reference only and are not
to affect the construction hereof or be taken into consideration in the
interpretation hereof.

            15. No Waiver; Cumulative Remedies. The Collateral Agent shall not
by any act (except by a written instrument pursuant to paragraph 16 hereof) be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and condi-


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tions hereof. No failure to exercise, nor any delay in exercising, on the part
of the Collateral Agent, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Collateral
Agent of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Collateral Agent would
otherwise have on any future occasion. The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

            16. Waivers and Amendments; Successors and Assigns. None of the
terms or provisions of this Amended and Restated Pledge Agreement may be
amended, supplemented or otherwise modified except by a written instrument
executed by the Pledgor and the Collateral Agent, provided that any provision of
this Amended and Restated Pledge Agreement may be waived by the Collateral Agent
in a letter or agreement executed by the Collateral Agent or by telecopy from
the Collateral Agent. This Amended and Restated Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Collateral Agent and its respective successors and assigns.

            17. Termination of Security Interest; Release of Collateral. (a)
Upon the repayment in full of all Obligations under the Amended and Restated
Note Agreement, the security interest granted in the Collateral pursuant to this
Agreement (the "Security Interest") shall terminate and all rights to the
Collateral shall revert to the Pledgor.

            (b) Upon any such termination of the Security Interest, the
Collateral Agent will, at the expense of the Pledgor, execute and deliver to the
Pledgor such documents, as the Pledgor shall reasonably request to evidence the
termination of the Security Interest and deliver to the Pledgor all Collateral
so released then in its possession.

            18. Notices. All notices or other communications provided for
hereunder shall be in writing and sent by first class mail or nationwide
overnight delivery service (i) if to the Pledgor, addressed to it at 8140 Walnut
Hill Lane, Suite 1000, Dallas, Texas 75321, Attention: Michael G. Pate, or at
such other address as the Pledgor shall have specified to the Collateral Agent
in writing, with a copy to Thompson & Knight, P.C., 1700 Pacific Avenue, Suite
3300, Dallas, Texas, 75201, Attention: Michael L. Bengston, (ii) if to the
Collateral Agent, addressed to it at One Rockefeller Plaza, Suite 900, New York,
New York 10020, Attention: Robert J. Cresci, or at such other address as the
Collateral Agent shall have specified to the Pledgor in


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writing, with a copy to Willkie Farr & Gallagher, One Citicorp Center, 153 East
53rd Street, New York, New York 10022-4677, Attention: William J. Grant, Jr.,
and (iii) if to any Issuer at its address provided for in the Acknowledgment and
Consent executed by such Issuer in connection herewith.

            19. Notices and Other Communications in Respect of Collateral. The
Pledgor shall deliver promptly to the Collateral Agent copies of all notices or
other communications received by the Pledgor in respect of the Collateral. Until
the occurrence of an Event of Default, the Collateral Agent shall deliver
promptly to the Pledgor all notices or other communications received by the
Collateral Agent or its nominee in respect of the Collateral. After the
occurrence of an Event of Default, the Pledgor waives all rights to receive any
notices or communications received by the Collateral Agent or its nominee in
respect of the Collateral.

            20. Irrevocable Authorization and Instruction to Issuer. The Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Collateral Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Amended and Restated Pledge Agreement, without any other or further
instructions from the Pledgor, and the Pledgor agrees that each Issuer shall be
fully protected in so complying.


            21. Integration. This Amended and Restated Pledge Agreement
represents the agreement of the Pledgor and the Collateral Agent with respect to
the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Collateral Agent relative to subject matter
hereof not expressly set forth or referred to herein or in the other Note
Purchase Documents.

            22. GOVERNING LAW. THIS AMENDED AND RESTATED PLEDGE AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PLEDGOR UNDER THIS AMENDED AND RESTATED PLEDGE
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE PERFECTION
AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED
HEREBY, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.


            23. Copy Received. The Pledgor hereby acknowledges receipt of a copy
of this Amended and Restated Pledge Agreement and a copy of the financing
statement/verification statement registered under the Personal Property Security
Act (Ontario).


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<PAGE>   12
            IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Pledge Agreement to be duly executed and delivered as of the date first
above written.

                                    IT NETWORK, INC.



                                    By:_________________________________
                                         Michael G. Pate
                                         Chief Financial Officer
                                           and Treasurer

Accepted and Agreed:

PECKS MANAGEMENT PARTNERS LTD.,
  as Collateral Agent



By:_________________________
      Robert J. Cresci
      Managing Director
<PAGE>   13
                           ACKNOWLEDGEMENT AND CONSENT

            The Issuer referred to in the foregoing Amended and Restated Pledge
Agreement hereby acknowledges receipt of a copy thereof agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The Issuer agrees to notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in paragraph 6(a) of
the Amended and Restated Pledge Agreement. The Issuer further agrees that the
terms of paragraph 10(c) of the Amended and Restated Pledge Agreement shall
apply to it, mutatis mutandis, with respect to all actions that may be required
of it under or pursuant to or arising out of paragraph 10 of the Amended and
Restated Pledge Agreement.

                              INTERACTIVE CHANNEL TECHNOLOGIES INC.



                              By:________________________________
                                   Michael G. Pate
                                   Secretary

                              Address for Notices:

                                150 Dufferin Avenue
                                London, Ontario
                                N6A 5N6 Canada
<PAGE>   14
                           ACKNOWLEDGEMENT AND CONSENT

            The Issuer referred to in the foregoing Amended and Restated Pledge
Agreement hereby acknowledges receipt of a copy thereof agrees to be bound
thereby and to comply with the terms thereof insofar as such terms are
applicable to it. The Issuer agrees to notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in paragraph 6(a) of
the Amended and Restated Pledge Agreement. The Issuer further agrees that the
terms of paragraph 10(c) of the Amended and Restated Pledge Agreement shall
apply to it, mutatis mutandis, with respect to all actions that may be required
of it under or pursuant to or arising out of paragraph 10 of the Amended and
Restated Pledge Agreement.

                                    997758 ONTARIO INC.



                                    By:________________________________
                                         Michael G. Pate
                                         Secretary

                                    Address for Notices:

                                      8140 Walnut Hill Lane
                                      Suite 1000
                                      Dallas, Texas  75231