<PAGE>




                                                                  EXHIBIT 10.16

                  SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

                    This Pledge Agreement (as amended, supplemented, or
otherwise modified from time to time, this "Pledge Agreement"), dated as of
May 31, 2000, replaces and supersedes an Amended and Restated Pledge Agreement,
dated as of December 8, 1999, and is made by and among RICHARD BAKER, with an
address at c/o Global Datatel, Inc., 3333 Congress Avenue, Suite 404, Delray
Beach, Florida 33445, (the "Pledgor"); GLOBAL DATATEL, INC., a Nevada
corporation, with an address at 3333 Congress Avenue, Suite 404, Delray Beach,
Florida 33445 ("Global"), and SURGE COMPONENTS, INC., a New York corporation,
with an address at 10116 Grand Boulevard, Deer Park, New York 11729 ("Surge").

                              W I T N E S S E T H:

                    WHEREAS, Surge has loaned approximately Six Million Two
Hundred Fifty Thousand ($6,250,000) Dollars to Global as of this date (the
"Loans" and any promissory notes evidencing said loans are the "Notes");

                    WHEREAS, Surge and Global have terminated, as of the date of
this Pledge Agreement, an Amended and Restated Pledge Agreement dated as of
December 8, 1999;

                    WHEREAS, the Pledgor has agreed to indemnify Surge in
connection with the cancellation of 1,000,000 shares of Global Common Stock held
by International Technology Marketing, Inc. and in connection with any possible
claims asserted by Joseph Charles & Company, Inc.;

                    WHEREAS, as a condition to proceeding with the Global
Acquisition, the Pledgor is required, among other things, to execute and deliver
this Pledge Agreement; and

                    WHEREAS, it is in the best interests of the Pledgor to
execute this Pledge Agreement inasmuch as the Pledgor will derive substantial
direct and indirect benefits from the completion of the Global Acquisition.

                    NOW THEREFORE, for good and valuable consideration the
receipt of which is hereby acknowledged, and in order to induce Surge to
complete the Global Acquisition, the Pledgor and Surge agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                    1.1 Certain Terms. The following terms when used in this
Pledge Agreement, including its preamble and recitals, shall have the following
meanings (such definitions to be equally applicable to the singular and plural
forms thereof):
"Collateral" is defined in Section 2.1.

"Distributions" means all dividends and distributions with respect to any
Pledged Shares whether in cash, securities, property, rights to purchase
securities or properties, or otherwise.

"Event of Default" means an Event of Default as defined in the Notes, any
default by Global in the payment or performance of any of the Secured
Obligations or any claim or expense resulting directly or indirectly, from
Global's cancellation of 1 million shares of its common stock issued in the name
of International Technology Marketing under this Pledge Agreement which
continues unremedied for any applicable cure period after written notice
thereof, when required, from Surge to Global and/or Pledgor.

"Material Adverse Effect" means a material adverse change in the business,
operations, assets, financial condition, income or prospects of the Pledgor or
Global.

"Pledge Agreement" is defined in the preamble.




<PAGE>




"Pledged Property" means all Pledged Shares, all other securities, all
assignments of any amounts due or to become due with respect thereto, and all
other property or instruments which may from time to time hereafter be delivered
by the Pledgor or Global to Surge for the purpose of pledge under this Pledge
Agreement, and all proceeds of any of the foregoing.

"Pledged Shares" means the 1,000,000 shares of capital stock of Pledgor
delivered to Surge in Surge's name and any additional shares of Pledgor Common
Stock issued in exchange for or in respect of such 1,000,000 shares of Common
Stock. The Pledged Shares were previously registered in the name of Richard
Baker "Pledgor" are defined in the preamble.

"Secured Obligations" is defined in Section 2.2.

                    1.2. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Pledge Agreement, including its
preamble and recitals, have the meanings provided in the Notes.

                    1.3 U.C.C. Definitions. Unless otherwise defined herein or
in the Notes or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.

                                   ARTICLE II
                                     PLEDGE

                    2.1 Grant of Security Interest. The Pledgor hereby pledge,
hypothecate, assign, charge, deliver and transfer to Surge and hereby grant to
Surge, a continuing security interest in, all of the following property
(collectively, the "Collateral"):

                    (a) the Pledged Shares;

                    (b) all other Pledged Shares issued from time to time;

                    (c) all other Pledged Property, whether now or hereafter
delivered to Surge in connection with this Pledge Agreement;

                    (d) all Distributions and other payments and rights with
respect to any Pledged Shares of Pledged Property; and

                    (e) all proceeds of any of the foregoing.

                    2.2 Security for Pledgor' Obligations. This Pledge Agreement
secures the payment and performance in full of all of the obligations of Global
(the "Secured Obligations") under the Loans, Notes and this Pledge Agreement.

                    2.3 Delivery of Pledged Property. All certificates or
instruments representing or evidencing any Collateral, including all Pledged
Shares shall be delivered to and held by or on behalf of Surge pursuant hereto,
shall be in suitable form for transfer by delivery and shall be accompanied by
all necessary instruments of transfer or assignment, duly executed in blank.

                    2.4 Distributions on Pledged Shares. It is intended that all
Distributions with respect to any Pledged Property shall be held by Surge and
shall be part of the Collateral. If Pledgor or Global shall at any time receive
or come into possession or control of any such Distributions, they shall
forthwith deliver the same to Surge.

                    2.5 Continuing Security Interest; Releases of Collateral.

                    (a) This Pledge Agreement shall create a continuing security
interest in the Collateral and shall be binding upon the Pledgor and his
successors, transferees and assigns, and inure, together with the rights and
remedies of Surge hereunder, to the benefit of Surge, its successors and
assigns.




<PAGE>




                    (b) Surge will release from this Pledge Agreement the
Collateral (or so much thereof as remains in pledge hereunder) one year from the
date hereof (the "Termination Date") if during such time (i) Surge receives 1
million shares of Global Common Stock held by International Technology
Marketing, Inc. ("ITM") or said shares are otherwise voluntarily cancelled or
forfeited by ITM, and (ii) no claim, formal or informal, is asserted by Joseph
Charles and Company, Inc. against Global or Surge.

                    (c) Upon the release of Collateral from this Pledge
Agreement, Surge will, at the Pledgor' sole expense, deliver to the Pledgor the
certificates and instruments representing or evidencing the Collateral to be so
released (or the successor securities to such certificates), and will execute
and deliver to the Pledgor such documents as the Pledgor shall reasonably
request to evidence such Collateral.

                    2.6. Waiver, etc. The Pledgor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Secured Obligations and this Pledge Agreement and any requirement that Surge
protect, secure, perfect or insure any lien, or any property subject thereto, or
exhaust any right or take any action against any Obligor or any other Person
(including any guarantor) or entity or any collateral securing the Obligations
of any Obligor, as the case may be.

                    2.7 Security Interest Absolute. All rights of Surge and the
liens (the "Liens") granted to Surge hereunder, and all obligations of the
Pledgor hereunder, shall not be affected by:

                    (a) the failure of Surge

                             (i) to assert any claim or demand or to enforce any
right or remedy against the Pledgor, any other Obligor or any other Person under
the provisions of the Notes or otherwise, or

                             (ii) to exercise any right or remedy against any
guarantor of, or collateral securing, any Secured Obligations of the Pledgor or
any other Obligor,

                    (b) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Secured Obligations or any other
extension, compromise or renewal of any Obligation of Global or any other
Obligor,

                    (c) any amendment to, rescission, waiver or other
modification of, or any consent to departure from, any of the terms of the
Notes,

                    (d) any other circumstances which might otherwise constitute
a defense available to, or a legal or equitable discharge of, the Pledgor,
Global, any other Obligor, any surety or any guarantor.

                    2.8 Postponement of Subrogation, etc. The Pledgor will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
Termination Date. Any amount paid to the Pledgor on account of any payment made
hereunder prior to the Termination Date shall be held in trust for the benefit
of Surge and shall immediately be paid to Surge, and credited and applied
against the Secured Obligations, whether matured or unmatured, in accordance
with the terms of the Notes.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                    3.1 Warranties, etc. Global and the Pledgor hereby represent
and warrant, jointly and severally, to Surge as at the date of each pledge and
delivery hereunder (including each pledge and delivery of Pledged Shares) by the
Pledgor to Surge of any Collateral, as set forth in this Article.

                    3.2. Non-Contravention, etc. The execution, delivery and
performance by the Pledgor of this Pledge Agreement is within the Pledgor's
powers, has been duly authorized and agreed to by Pledgor, and does not
contravene (i) any material contract binding on or affecting Pledgor, (ii) any
court decree or order binding on or affecting the Pledgor or (iii) any law or
governmental regulation binding on or affecting the Pledgor.




<PAGE>




                    3.3 Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and valid title to (and has full right and
authority to pledge and assign) the Collateral, free and clear of all liens or
claims other than the Liens granted pursuant hereto, and/ or have been delivered
in Surge's name as Pledgee.

                    3.4 As to Pledged Shares. All of the Pledged Shares are duly
authorized and validly issued, fully paid and non-assessable. All Pledged Shares
are certificated, and have been delivered to Surge with stock powers,
accompanied by undated instruments of transfer duly executed in blank, and Surge
has "control" (as defined in the U.C.C.) of such Pledged Shares.

                    3.5 Authorization, Approval, etc. No authorization or,
approval or other action by, and no notice to or filing with, any governmental
authority, regulatory body or other Person (other than those that have been, or
on the Effective Date will be, duly obtained or made and which are, or on the
Effective Date will be, in full force and effect) is required either:

                    (a) for the pledge by the Pledgor of any Collateral pursuant
to this Pledge Agreement or for the execution, delivery and performance of this
Pledge Agreement by the Pledgor, or

                    (b) for the exercise by Surge of the voting or other rights
provided for in this Pledge Agreement, or, except with respect to any Pledged
Shares as may be required in connection with a disposition of such Pledged
Shares by laws affecting the offering and sale of securities generally, the
remedies in respect of the Collateral pursuant to this Pledge Agreement.

                    3.6 Compliance with Laws. Global is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every Governmental Authority,
the non-compliance with which could have a Material Adverse Effect or adversely
affect the value of the Collateral.

                                   ARTICLE IV
                                    COVENANTS

                    4.1 Protect Collateral; Further Assurances, etc. The Pledgor
will not sell, assign, transfer, pledge hypothecate or encumber in any other
manner the Collateral (except in favor of Surge hereunder). The Pledgor will
warrant and defend the right and title herein granted unto Surge in and to the
Collateral (and all right, title and interest represented by the Collateral)
against the claims and demands of all Persons whomsoever. The Pledgor agrees
that at any time, and from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver all further instruments, and take all
further action, that may be necessary or desirable, or that Surge may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Surge to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

                    4.2 Stock Powers, etc. The Pledgor agrees that all Pledged
Shares delivered by the Pledgor pursuant to this Pledge Agreement will be
accompanied by duly executed, undated stock powers or other equivalent
instruments of transfer reasonably acceptable to Surge and/or will be delivered
in Surge's name. The Pledgor will, from time to time upon the reasonable request
of Surge, promptly deliver to Surge such stock powers, instruments and similar
documents, reasonably satisfactory in form and substance to Surge, with respect
to the Collateral as Surge may reasonably request and will, from time to time
upon the request of Surge after the occurrence of any Event of Default, promptly
cause the Pledgor to transfer any Pledged Shares or other capital stock
constituting Collateral into the name of any nominee designated by Surge.

                    4.3 Continuous Pledge. Subject to Section 2.1, the Pledgor
will, at all times, keep pledged to Surge pursuant hereto all Pledged Shares,
all Distributions with respect thereto, and all other Collateral and other
capital stock, instruments, proceeds and rights from time to time received by or
distributable to the Pledgor in respect of the Pledged Property. Any
Distributions on Pledged Shares consisting of capital stock will be
certificated.

                    4.4 Voting Rights; etc. The Pledgor agree:





<PAGE>




                    (a) if any Event of Default shall have occurred and be
continuing and Surge shall have notified the Pledgor of Surge's intention to
exercise its voting power under this Section:

                             (i) Surge may exercise (to the exclusion of the
Pledgor) the voting power and all other incidental rights of ownership with
respect to any Pledged Shares or other capital stock constituting Collateral and
the Pledgor hereby grants Surge and its successors, heirs and assigns, an
irrevocable proxy, exercisable under such circumstances, to vote the Pledged
Shares and such other Collateral; and

                             (ii) Promptly to deliver to Surge such additional
proxies and other documents as may be necessary to allow Surge to exercise such
voting power.

All Distributions and proceeds which may at any time and from time to time be
held by the Pledgor but which the Pledgor are then obligated to deliver to
Surge, shall, until delivery to Surge, be held by the Pledgor separate and apart
from their other property in trust for Surge. Surge agrees that unless an Event
of Default shall have occurred and be continuing and Surge shall have given the
notice referred to in this Section, the Pledgor shall have the exclusive power
to exercise all voting and other consensual rights with respect to any capital
stock (including any of the Pledged Shares) constituting Collateral and Surge
shall, upon the written request of the Pledgor, promptly deliver such proxies
and other documents, if any, as shall be reasonably requested by the Pledgor
which are necessary to allow the Pledgor to exercise such powers with respect to
any such capital stock (including any of the Pledged Shares) constituting
Collateral; provided, however, that no vote shall be cast, or consent, waiver or
ratification given, or action taken by the Pledgor that would materially impair
the value of any Collateral or be inconsistent with or violate any provision of
the Pledgor Notes.

                    4.5 Maintenance of Existence; Compliance with Laws, etc.
Global will

                    (a) preserve and maintain its legal existence; and

                    (b) comply in all material respects with all applicable
laws, rules, regulations and orders, including the payment (before the same
become delinquent) of all Taxes, assessments and governmental charges imposed
upon Global or upon its property except to the extent being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP have been set aside on the books of Global.

                    4.6 Maintenance of Properties. Global will maintain,
preserve, protect and keep its respective properties in good repair, working
order the condition (ordinary wear and tear excepted), and make necessary
repairs, renewals and replacements so that the business carried on by Global may
be property conducted at all times, unless Global determines in good faith that
the continued maintenance of such property is no longer economically desirable.

                    4.7 Insurance. Global will:

                    (a) maintain insurance on its property with financially
                        sound and reputable insurance companies against
                        loss and damage in at least the amounts (and with
                        only those deductibles customarily maintained, and
                        against such risks as are typically insured against
                        in the same general area, by Persons of comparable
                        size engaged in the same or similar business as
                        Global, and

                    (b) all worker's compensation, employer's liability
insurance or similar insurance as may be required under the laws of any state or
jurisdiction in which it may be engaged in business.

                                    ARTICLE V
                           POWERS OF SURGE AS PLEDGEE

                    5.1 Surge Attorney-in-Fact. The Pledgor hereby irrevocably
appoints Surge as the Pledgor's attorney-in-fact, with full authority and in the
name, place and stead of the Pledgor or in his own name, from time to time in
Surge's discretion, to take, upon the occurrence and during the continuance of
any Event of



<PAGE>




Default, any action and to execute any instrument which Surge may deem necessary
or advisable to accomplish the purposes of this Pledge Agreement, including:

                    (a) to ask, demand, collect, sue for, recover, compromise
and receive and give acquittance and receipts for moneys due and to become due
under or in respect of any of the Collateral;

                    (b) to receive, endorse and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a) above;
and

                    (c) to file any claims or take any action or institute any
proceedings which Surge may deem necessary or desirable for the collection of
any of the Collateral or otherwise to enforce the rights of Surge with respect
to any of the Collateral.

The Pledgor and Global hereby acknowledge, consent and agree that the power of
attorney granted pursuant to this Section is irrevocable and coupled with an
interest.

                    5.2 Surge May Perform. If the Pledgor fails to perform any
agreement contained herein, Surge may itself perform, or cause performance of,
such agreement, and the expenses of Surge incurred in connection therewith shall
be payable by the Pledgor pursuant to Section 6.4.

                    5.3 Surge Has No Duty. The powers conferred on Surge
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty on it to exercise any such powers. Except for reasonable care of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, Surge shall have no duty as to any Collateral or responsibility
for:

                    (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Property, whether or not Surge has or is deemed to have knowledge of
such matters, or

                    (b) taking any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral.

                    5.4 Reasonable Care. Surge is required to exercise
reasonable care in the custody and preservation of any of the Collateral in its
possession; provided, however, Surge shall be deemed to have exercised
reasonable care in the custody and preservation of any of the Collateral if it
takes such action for that purpose as the Pledgor reasonably request in writing
from time to time, but failure of Surge to comply with any such request at any
time shall not in itself be deemed a failure to exercise reasonable care. If an
Event of Default has occurred and is continuing, Surge shall not be required to
comply with any request of the Pledgor with respect to the matters described in
this Section.

                                   ARTICLE VI
                                    REMEDIES

                    6.1 Certain Remedies. If any Event of Default shall have
occurred and be continuing:


                    (a) Surge may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the
U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also
may, without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at Surge's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as Surge may deem commercially reasonable. The Pledgor agree that at least ten
days' prior 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. Surge shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. Surge may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefore, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

                    (b) Surge may



<PAGE>




                             (i) transfer all or any part of the Collateral into
the name of Surge or its nominee, with or without disclosing that such
Collateral is subject to the Lien and security interest hereunder,

                             (ii) notify the parties obligated on any of the
Collateral to make payment to Surge of any amount due or to become due
thereunder,

                             (iii) enforce collection of any of the Collateral
by suit or otherwise, and surrender, release or exchange all or any part
thereof, or compromise or extend or renew for any period (whether or not longer
than the original period) any obligations of any nature of any party with
respect thereto,

                             (iv) endorse any checks, drafts or other writings
in the Pledgor' name to allow collection of the Collateral,

                             (v) take control of any proceeds of the Collateral
and

                             (vi) execute (in the name, place and stead of the
Pledgor) endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral.

                    6.2. Compliance with Restrictions. The Pledgor agrees that
in any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, Surge is hereby authorized to comply with any
limitation or restriction in connection with such sale as it may be advised by
counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications and restrict such prospective bidders and
purchasers to persons who will represent and agree that they are purchasing for
their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any Governmental Authority, and the Pledgor further
agree that such compliance shall not result in such sale being considered or
deemed not to have been made in a commercially reasonable manner, nor shall
Surge be liable nor accountable to the Pledgor for any discount allowed by
reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction.

                    6.3 Application of Proceeds. All cash proceeds received by
Surge in respect of any sale of, collection from or other realization upon, all
or any part of the Collateral may, in the discretion of Surge, be held by Surge
as additional collateral security for, or then or at any time thereafter be
applied (after payment of any amounts payable to Surge pursuant to Section 6.4
below) in whole or in part by Surge against, all or any part of the Secured
Obligations in such order as Surge shall elect. Any surplus of such cash or
other proceeds held by Surge and remaining after the Fixed Assets Termination
Date, shall be promptly paid over to the Pledgor or to whomsoever may be
lawfully entitled to receive such surplus.

                    6.4 Indemnity and Expenses. The Pledgor hereby indemnifies
and holds harmless Surge, and its successors and assigns from and against any
and all claims, losses and liabilities arising out of or resulting from this
Pledge Agreement (including enforcement of this Pledge Agreement), except
claims, losses or liabilities resulting from Surge's gross negligence or willful
misconduct, and will upon demand pay to Surge the amount of any and all
reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which Surge may incur, in each case, in
connection with:

                    (a) the administration of this Pledge Agreement;

                    (b) the custody, preservation, use or operation of, or the
sale of, collection from or other realization upon, any of the Collateral;

                    (c) the exercise or enforcement of any of the rights of
Surge hereunder; or

                    (d) the failure by the Pledgor to perform or observe any of
the provisions hereof.





<PAGE>




                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

                    7.1 Credit Document. This Pledge Agreement is a Credit
Document executed pursuant to the Notes and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

                    7.2 Amendments, etc. No amendment to or waiver of any
provision of this Pledge Agreement nor consent to any departure by the Pledgor
hereto shall in any event be effective unless the same shall be in writing and
signed by Surge and the Pledgor, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it is given.

                    7.3 Protection of Collateral. Surge may from time to time,
at its option, and at the expense of the Pledgor, perform any act which the
Pledgor agree hereunder to perform and which the Pledgor shall fail to perform
after being requested in writing so to perform (it being understood that no such
request need be given after the occurrence and during the continuance of an
Event of Default) and Surge may from time to time take any other action which
Surge reasonably deems necessary for the maintenance, preservation or protection
of any of the Collateral or of its security interest therein.

                    7.4 Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing and addressed,
delivered or transmitted, if to the Pledgor, at the addresses or facsimile
numbers of the Pledgor provided above, and, if to Surge, at the address or
facsimile number provided above, or as to any such party at such other address
or facsimile number as shall be designated by such party in a written notice to
each other party complying as to delivery with the terms of this Section. Any
notice, (a)(i) if mailed and properly addressed with postage prepaid or (ii) if
properly addressed and sent by pre-paid courier service, shall be deemed given
when such notice has been received or (b) if transmitted by facsimile, shall be
deemed given when transmitted (and telephonic confirmation of receipt thereof
has been received).

                    7.5 Headings. The various headings of this Pledge Agreement
are inserted for convenience only, and shall not affect the meaning or
interpretation of this Pledge Agreement or any provisions hereof.

                    7.6 Severability. Any provision of this Pledge Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Pledge Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

                    7.7 Governing Law. THIS PLEDGE AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK, EXCLUDING THE LAW OF CONFLICTS.

                    7.8 Counterparts. This Pledge Agreement may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original (whether such counterpart is originally executed or an electronic
copy of an original) and all of which shall constitute together but one and the
same agreement. This Pledge Agreement shall become effective and binding upon
the Pledgor when a counterpart hereof executed on behalf of the Pledgor shall
have been received by Surge.




<PAGE>



                    IN WITNESS WHEREOF, the parties hereto have caused this
Pledge Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the day and year first above written.

                                   SURGE COMPONENTS, INC.


                                   By: /S/ Ira Levy
                                      --------------------------------------
                                           Ira Levy
                                           President


                                   GLOBAL DATATEL, INC.,
                                   Pledgor


                                   By:    /S/ Richard Baker
                                        ------------------------------------
                                           Richard Baker


                                           /S/ Richard Baker
                                     ---------------------------------------
                                           Richard Baker, Individually