10.4


                                PLEDGE AGREEMENT


         AGREEMENT  made as of April  30,  2003,  among  HUMANA  TRANS  SERVICES
HOLDING CORP., a Delaware  corporation  whose principal address is 337 Glengarry
Lane,  State  College,  Pennsylvania  16801 or any  subsidiary  or  affiliate or
successor  or  assignee  of  HUMANA  TRANS  SERVICES  HOLDING   CORP.("Corporate
Pledgor"),  JAMES W.  ZIMBLER,  an  individual  with a principal  address at 337
Glengarry Lane,  State College,  Pennsylvania  16801("Pledgor"  and collectively
with the Corporate Pledgor,  the "Pledgors") and NATIONAL MANAGEMENT  CONSULTING
INC., a Delaware  corporation  whose office address is 545 Madison  Avenue,  6th
Floor, New York, New York 10022 (the "Pledgee").

         WHEREAS, Humana Trans Services Group, Ltd., a New York corporation (the
"Company")  is presently  engaged in the  business of  providing  transportation
related  services  to a range of  companies  and the  Company is a  wholly-owned
subsidiary of Pledgee; and

         WHEREAS,  the Company entered into a Employment  Agreement effective as
of March 1, 2003 with the Pledgor (the "Employment  Agreement") and Pledgee as a
party to the Employment  Agreement  guaranteed the financial  performance of the
Company  with  regard to the  obligations  set forth in  Sections  6 (a) and (c)
thereof; and

         WHEREAS,  the Pledgor,  Pledgee and the Company have determined that it
is in the best interests of all parties to the Employment Agreement to terminate
the Employment  Agreement  pursuant to a settlement  agreement (the  "Settlement
Agreement"); and

         WHEREAS,   in  conjunction  with  the  termination  of  the  Employment
Agreement,  the Company,  the Corporate Pledgor and the Pledgee have also agreed
to enter  into a stock  purchase  agreement  (the  "Stock  Purchase  Agreement")
pursuant to which,  among other things,  the Corporate Pledgor will purchase all
the shares of the Company (the  "Shares") and the Corporate  Pledgor and Pledgor
will execute a secured  promissory  note in  connection  therewith  (the "Note")
secured  by  certain  shares of common  stock or  preferred  stock  owned by the
Corporate  Pledgor or the Pledge,  including  the  Shares,  to be pledged to the
Pledgee  (collectively,  the  "Pledged  Stock")  pursuant to the terms set forth
herein and pursuant to an escrow agreement  between the Corporate  Pledgor,  the
Pledgor,  the Pledgee and the law firm of Sommer & Schneider LLP as escrow agent
(the "Escrow Agent")(the "Escrow Agreement"); and

         WHEREAS,  in addition,  the Pledgor will in  conjunction  with entering
into the Settlement  Agreement  also enter into a consulting  agreement with the
Pledgee to provide on a non-exclusive  basis  introductions  to the Pledgee with
regard to a variety of potential corporate  transactions with compensation to be
set  forth  in such  consulting  agreement  (the  "Consulting  Agreement")  (the
Settlement  Agreement,  Stock Purchase  Agreement,  Note,  Escrow  Agreement and
Consulting  Agreement  shall  be  referred  to  collectively  as the  "Ancillary
Agreements").

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt of which the  Corporate  Pledgor  and the
Pledgor hereby acknowledge, the Corporate Pledgor and the Pledgor hereby pledge,
mortgage, assign, grant interests in, deliver, deposit, set over and confirm all
of the  Pledged  Stock unto the  Pledgee  and its  successors  and  assigns,  as
security for the due performance and prompt payment of all of the obligations of
the Corporate Pledgor under the Note and of the Pledgor under the Guaranty.  The
Corporate  Pledgor and the Pledgor  hereby  covenant  and agree that the Pledged
Stock is to be held by the Escrow  Agent  pursuant to the Escrow  Agreement  and
disposed of in accordance with the terms hereafter set forth:


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<PAGE>

         1. PLEDGE.  In  consideration  of the Pledgee selling the Shares to the
Corporate  Pledgor and as security for the repayment of the Note,  the Corporate
Pledgor  and the  Pledgor  hereby  grant a security  interest  to the Pledgee in
instruments of the following description,  duly endorsed in blank or accompanied
by duly endorsed stock powers, separate form (collectively, the "Stock Powers"),
and herewith delivered to the Escrow Agent:
<TABLE>
<CAPTION>

                                                     Number of
                                                     Shares*
         Pledging          ISSUER                    OR % INTEREST              CERTIFICATE NO.
         PARTY
<S>     <C>               <C>                         <C>                         <C>

         Corporate Pledgor Humana Trans Services     1000shares                  101
                           Group, Ltd.

         Pledgor           Dominix, Inc.                  []

         Pledgor           CDKnet.com, Inc.          34,750 shares               A025
                                                     Series A preferred
                                                     stock**
         Pledgor           National Management
                           Consulting Inc.           500,000 shares

</TABLE>

*Unless otherwise noted, the shares represent common stock of the Issuer.

**11,500 shares of the series A preferred  stock of CDKnet.com,  Inc. is already
held in escrow with the Escrow Agent.

         The  Pledgor  appoints  the  Pledgee  his  attorney  to arrange for the
transfer of the Pledged  Stock on the books of the  companies to the name of the
Pledgee.  The Pledgee at its option shall hold the Pledged Stock on the books of
the  companies  in the name of the Pledgee.  The Pledgee  shall hold the Pledged
Stock as security  for payment of the Note and shall not  encumber or dispose of
the Pledged  Stock except in  accordance  with the  provisions of paragraph 8 of
this Agreement.  Corporate  Pledgor and the Pledgor agree to execute and deliver
to Pledgee any UCC-1 financing  statements and any other documents  necessary or
appropriate to prtec the security  interested  granted to the Pledgee  hereunder
and shall cause the same to be duly  recorded and filed in all places  necessary
to perfect the  security  interest of the Pledgee in the Pledged  Stock.  In the
event that any  recording or refiling  thereof )(or filing of any  statements of
continuation  or assignment  of any financing  statement) is required to protect
and preserve such security  interest,  the Corporate  Pledgor and the Pledgor at
their own expense,  shall cause the same to be re-recorded and/or refiled at the
time and in the manner requested by the Pledgee.  The Corporate  Pledgor and the
Pledgor hereby irrevocably  designate the Pledgee,  its agents,  representatives
and designees,  as agent and  attorney-in-fact for the Corporate Pledgor and the
Pledgor for the aforesaid purposes. The UCC-1 financing statement to be executed
and delivered by the Corporate  Pledgor for the Shares shall be subordinate only
to the security interest held by the factor of the Company's  receivables.  None
of the other UCC-1 financing statements with respect to any of the Pledged Stock
other than the Shares shall be subordinate to any security  interest of any kind
held by any third party.

         2. DIVIDENDS.  During the term of this pledge,  all dividends and other
amounts  received  by the  Pledgee  as a result of its record  ownership  of the
Pledged  Stock  shall be  applied  by it to the  payment  of the  principal  and
interest on the Note.


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<PAGE>

         3. VOTING  RIGHTS.  During the term of this pledge,  and so long as the
either the Corporate Pledgor or the Pledgor is not in default in the performance
of any of the terms of this  agreement,  the  Corporate  Pledgor and the Pledgor
shall have the right to vote the Pledged Stock on all corporate  questions,  and
the  Pledgee  shall  execute  due and timely  proxies in favor of the  Corporate
Pledgor and Pledgor to this end.

         4. REPRESENTATIONS.  The Corporate Pledgor and Pledgor each warrant and
represent that there are no restrictions upon the transfer of any of the Pledged
Stock,  other  than may  appear  on the face of the  certificates,  and that the
Corporate  Pledgor and the Pledgor have the right to transfer such Pledged Stock
free of any  encumbrances  and  without  obtaining  the  consents  of the  other
shareholders.

         5. ADJUSTMENTS.  In the event that, during the term of this pledge, any
share dividend,  reclassification,  readjustment, or other change is declared or
made in the capital  structure  of the  companies  which have issued the Pledged
Stock, all new, substituted, and additional shares, or other securities,  issued
by reason of any such  change  shall be held by the  Pledgee  under the terms of
this  Agreement  in the same  manner as the  Pledged  Stock  originally  pledged
hereunder.

         6.  WARRANTS  AND  RIGHTS.  In the event  that  during the term of this
Agreement,  subscription warrants or any other rights or options shall be issued
in connection with the Pledged Stock, such warrants,  rights,  and options shall
be immediately  assigned by the Pledgee to the Corporate Pledgor or the Pledgor,
as the case may be, and if exercised by the Corporate Pledgor or the Pledgor, as
the case may be, all new shares or other securities so acquired by the Corporate
Pledgor or the Pledgor, as the case may be, shall be immediately assigned to the
Pledgee to be held under the terms of this Agreement and the Escrow Agreement in
the same manner as the Pledged Stock originally pledged hereunder.

         7.  PAYMENT OF NOTE.  Upon  payment at  maturity of the  principal  and
interest  of the Note,  less  amounts  theretofore  received  and applied by the
Pledgee in  reduction  thereof,  the Pledgee  shall  transfer  to the  Corporate
Pledgor  and the  Pledgor  all their  respective  Pledged  Stock and all  rights
received  by the Pledgee as a result of his record  ownership  thereof and shall
direct the Escrow Agent as necessary to accomplish  such transfer of the Pledged
Stock.

         8.  DEFAULT.  In the event  that  either the  Corporate  Pledgor or the
Pledgor defaults in the performance of any of the terms of this Agreement, or an
Event of Default(as  defined in the Note) has occurred and is  continuing  under
the Note, the Pledgee shall have the rights and remedies provided in the Uniform
Commercial  Code in force in the State of New York at the date of this agreement
and in this  connection,  the Pledgee  may upon five days'  notice to the Escrow
Agent,  the Corporate  Pledgor and the Pledgor,  sent by  registered  mail or by
overnight delivery service make demand upon the Escrow Agent for delivery of the
Pledged  Stock  and the Stock  Powers.  As more  fully  set forth in the  Escrow
Agreement,  the Escrow Agent shall turn over the Pledged  Stock and Stock Powers
to the Pledgee  unless it has received  timely written notice of an objection by
the  Corporate  Pledgor  or the  Pledgor.  In the  absence  of a timely  written
objection,  the Pledgee upon  receipt of the Pledged  Stock and the Stock Powers
and without liability for any diminution in price which may have occurred,  sell
all the  Pledged  Stock in such  manner  and for such price as the  Pledgee  may


                                       3
<PAGE>

determine.  At any bona fide public  sale the Pledgee  shall be free to purchase
all or any  part of the  Pledged  Stock.  Out of the  proceeds  of any  sale the
Pledgee may retain an amount equal to the principal and interest then due on the
Note,  plus the amount of the expenses of the sale, and shall pay any balance of
such proceeds to the Corporate Pledgor.

         9.  SEVERABILITY.  In the event that any provision of this Agreement is
found to be illegal  or  unenforceable  by any court or  tribunal  of  competent
jurisdiction,  then to the extent that such provision may be made enforceable by
amendment to or modification  thereof,  the parties agree to make such amendment
or  modification  so that the same  shall be made valid and  enforceable  to the
fullest  extent  permissible  under  existing  law and  public  policies  in the
jurisdiction  where  enforcement  is sought,  and in the event that the  parties
cannot so agree,  such provision  shall be modified by such court or tribunal to
conform,  to the fullest extent  permissible under applicable law, to the intent
of the  Parties  in a valid  and  enforceable  manner,  if  possible  and if not
possible, then be stricken entirely from the Agreement by such court or tribunal
and the remainder of this Agreement shall remain binding on the parties hereto.

         10. AMENDMENT.  No amendment or modification of the terms or conditions
of this  Agreement  shall be valid  unless in writing and signed by the party or
parties to be bound thereby.

         11.  GOVERNING LAW. This  Agreement  shall be  interpreted,  construed,
governed  and enforced  according to the internal  laws of the State of New York
without  regard to conflict or choice of law principles of New York or any other
jurisdiction. This Agreement shall be executed in New York and is intended to be
performed in New York. In the event of litigation arising out of this Agreement,
the parties  hereto  consent to the  personal  jurisdiction  of the State of New
York, County of New York.

     12. NO WAIVER.  If any party to this  Agreement  fails to, or elects not to
enforce  any right or remedy to which it may be  entitled  hereunder  or by law,
such right or remedy shall not be waived,  nor shall such nonaction be construed
to confer a waiver as to any continued or future acts, nor shall any other right
or remedy be waived as a result thereof.  No right under this Agreement shall be
waived  except as evidenced by a written  document  signed by the party  waiving
such right,  and any such waiver  shall apply only to the act or acts  expressly
waived in said document.

     13.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  and each such  counterpart  will, for all purposes,  be deemed an
original instrument,  but all such counterparts together will constitute but one
and the same Agreement.

     14. BINDING AGREEMENT. This Agreement shall be binding upon and shall inure
to the  benefit  of  the  parties  hereto,  and  upon  their  respective  heirs,
successors, assigns and legal representatives.

     15.  COUNSEL.  Each  of the  parties  hereto  represents  that it or he has
consulted  legal counsel in connection  with this  Agreement,  or has been given
full  opportunity  to review this  Agreement  with  counsel of his or its choice
prior to execution thereof.  Each party further agrees to bear its own costs and
expenses,  including attorneys' fees, in connection with this Agreement.  In the
event of any action by the Pledgee to enforce this Agreement because of an Event
of Default,  the Pledgee  shall be entitled to also recover costs of such action
including reasonable attorneys' fees.

                                       4
<PAGE>

         16. NOTICES.  All notices and demands  permitted,  required or provided
for by this Agreement shall be made in writing,  and shall be deemed  adequately
delivered  if  delivered  by hand or by mailing  the same via the United  States
Mail,  prepaid  certified or registered mail,  return receipt  requested,  or by
priority  overnight  courier for next  business  day  delivery  by a  nationally
recognized  overnight  courier service that regularly  maintains  records of its
pick-ups and deliveries and has daily deliveries to the area to which the notice
is sent, addressed to the parties at their respective addresses as shown below:

         NAME                                        ADDRESS

         To the Pledgee:                    National Management Consulting Inc.
                                            545 Madison Avenue, 6th Floor
                                            New York, New York  10022
                                            Steven A. Horowitz, President
         Facsimile:                         (212) 755-6660

         With a Copy To:                    Moritt Hock Hamroff & Horowitz LLP
                                            400 Garden City Plaza, Suite 202
                                            Garden City, New York  11530
         Facsimile:                         (516) 873-2010

         To James W. Zimbler
         And Humana Trans Services
         Holding Corp.:                     337 Glengarry Lane
                                            State College, Pa. 16801
         Facsimile:                         (814) 238-2337

         With a Copy to:                    Michael Krome, P.C.
                                            8 Teak Court
                                            Lake Grove, New York  11755
         Facsimile:                         (631) 737-8382



                  Notices delivered  personally shall be deemed  communicated as
of the date of actual receipt. Notices mailed as set forth above shall be deemed
communicated  as of the date three (3) business days after mailing,  and notices
sent by overnight  courier shall be deemed  communicated  as of the date one (1)
business day after sending.

                  17.  ENTIRE  AGREEMENT.   This  Agreement  and  the  Ancillary
  Agreements  set forth the entire  agreement and  understanding  of the parties
  hereto in respect of the subject matter contained  herein,  and supersedes all
  prior  agreements,  promises,  understandings,  letters of intent,  covenants,
  arrangements,  communications,  representations or warranties, whether oral or
  written,  by any party hereto or by any related or unrelated third party.  All
  exhibits  attached  hereto,   and  all   certificates,   documents  and  other
  instruments  delivered  or to be  delivered  pursuant to the terms  hereof are
  hereby expressly made a part of this Agreement,  and all references  herein to
  the terms "this Agreement",  "hereunder", "herein", "hereby" or "hereto" shall
  be deemed to refer to this Agreement and to all such writings.

                  18.  SUCCESSORS  AND  ASSIGNS.  As used  herein  the term "the
  Parties" shall include their respective  successors in interest,  licensees or
  assigns.  Pledgee shall be entitled to assign this Pledge Agreement and all of


                                       5
<PAGE>

  its rights, privileges, interests, and remedies hereunder to any other person,
  firm, entity, bank, or corporation  whatsoever without notice to or consent by
  the Corporate  Pledgor or the Pledgor and such  assignee  shall be entitled to
  the  benefits  of this  Pledge  Agreement  and to  exercise  all such  rights,
  interests,  and remedies as fully as Pledgee.  The  Corporate  Pledgor and the
  Pledgor may not assign this Pledge  Agreement or their  obligations  hereunder
  without the express  written  consent of the Pledgee  which may be withheld in
  its sole discretion.

                  19. EXECUTION.  Each person who signs this Agreement on behalf
  of a corporate  entity  represents  and warrants that he has full and complete
  authority to execute this Agreement on behalf of such entity. Each party shall
  bear the fees and expenses of its counsel and its own  out-of-pocket  costs in
  connection with this Agreement.

                  20. CAPTIONS. The captions appearing in this Agreement are for
  convenience   only,  and  shall  have  no  effect  on  the   construction   or
  interpretation of this Agreement.



                            [SIGNATURE PAGE FOLLOWS]






                      [SIGNATURE PAGE TO PLEDGE AGREEMENT]





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<PAGE>

         IN WITNESS  WHEREOF the parties have executed this agreement on the day
first above written.


                                           CORPORATE PLEDGOR

                                           HUMANA TRANS
                                           SERVICES HOLDING CORP.

                                           By:  _________________________
                                           Name: James W. Zimbler
                                           Title: Chairman and President

                                           PLEDGOR

                                           By:_____________________________
                                           James W. Zimbler

                                           PLEDGEE

                                           NATIONAL MANAGEMENT
                                           CONSULTANTS, INC.

                                           By:  _________________________
                                           Name: Steven A. Horowitz
                                           Title: President



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