Filed by Automated Filing Services Inc. (604) 609-0244 - K-Tronik International Corp. - Exhibit 4.1





 PLEDGE AGREEMENT 

                     THIS
  PLEDGE AGREEMENT made this 10th day of December, 2004, K-Tronik International
  Corp. with offices at 290 Vincent Avenue, 3rd Floor, Hackensack,
  New Jersey, USA, (the "Pledgor"), to FINE
  TECH CO., LTD. with offices at 284-18 Eunhaeng-Dong, Shiheung-Si, Kyunggi-Do,
  South Korea (the "Secured Party"); 

 W I T
  N E S S
  E T H : 

 RECITALS 

                     The
  Pledgor as the parent of K-Tronik N.A. Inc. owns 100 percent interest in the
  shares of in K-Tronik N.A. Inc., (“the Borrower”). Borrower has
  an outstanding accounts payable to Secured Party for components and products
  manufactured for K-Tronik electronic ballasts. Secured Party is demanding immediate
  payment of the said account payable unless this Agreement is executed and delivered
  to it by the Pledgor. 

                     NOW,
  THEREFORE, in order to induce Secured Party to continue its manufacture
  and supply of the products to Borrower, Pledgor agrees with Secured Party as
  follows: 

                     SECTION
  1. DEFINITIONS 

                     Whenever
  used herein, the following terms shall have the following references and meanings
  unless the context otherwise requires: 

                     1.01
  "Borrower" shall refer to K-Tronik N.A. Inc.

                     1.02
  "Corporation" shall mean K-Tronik N.A. Inc., a corporation formed under
  the laws of the State of Nevada. 

                     1.03
  "Liabilities" shall mean each and all of the Borrower's present and future
  liabilities to Secured Party, including, but not limited, to those which have
  accrued as account payable of the Corporation.

                     1.04
  "Person" shall mean and include a corporation, an association, a partnership,
  an organization, a business, an individual, a government or political subdivision
  thereof or government agency, an estate or a trust. 

                     1.05
  "Stock" shall mean the one hundred (100) common shares of the stock of the
  Corporation owned by the Pledgor and evidenced by certificates identified on
  schedule A annexed hereto and any other securities or property (including cash)
  paid or distributed in respect of said stock by way of stock-split, spinoff,
  split-up, reclassification, combination of shares or similar corporate rearrangement,
  and all other or additional stock or other securities or property (including
  cash) which may be paid or distributed in respect of the any of the foregoing
  by reason of any consolidation, merger, exchange of stock, conveyance of assets,
  liquidation or similar corporate reorganization. 

                     SECTION
  2. REPRESENTATIONS AND WARRANTIES 

                     The
  Pledgor represents and warrants to Secured Party that: 

                     (a)
  The execution, delivery and performance of this Agreement by the Pledgor will
  not result in a violation of the charter or bylaws of the Corporation or of
  any mortgage, deed of trust, indenture, material contract, instrument, agreement,
  judgment, decree, order, statute, law, rule or regulation to which the Pledgor,
  the Borrower or the Corporation is subject, or be in conflict with, result in
  a breach of or constitute (with due notice and/or lapse of time or both) a default
  under any such mortgage, deed of trust, indenture, material contract, instrument
  or agreement, or result in the creation or imposition of any lien, charge or
  encumbrance of any nature 





 whatsoever upon any of the respective properties or assets
  of the Borrower, the Corporation or Pledgor, except as contemplated by the provisions
  of this Agreement; 

                     (b)
  This Agreement constitutes the legal, valid and binding obligation of the Pledgor,
  in accordance with the terms hereof, and the Pledgor has good and lawful right
  and authority to execute the pledge provided for herein and to pledge the Stock;


                     (c)
  As to each share of the Stock at any time pledged or required to be pledged
  hereunder; 

                                         (i)
  the Pledgor is the sole legal, record and beneficial owner thereof, and the
  Pledgor has good and marketable title thereto, 

                                         (ii)
  the Stock is validly issued, fully paid and non-assessable and the holder or
  holders thereof are not and will not be subject to any personal liability as
  such holder, 

                                         (iii)
  on the date hereof the Stock consists of one hundred percent (100%) of the issued
  shares of stock of the Corporation, 

                                         (iv)
  the Stock constitutes one hundred percent (100%) of the Stock of the Corporation
  owned by the Pledgor on the date hereof, 

                                         (v)
  the Stock is and will remain free and clear of all security interests, pledges,
  liens or other encumbrances, and restrictions on the transfer and assignment
  thereof, except pursuant to this Agreement, 

                                         (vi)
  any consent, approval or authorization of or designation or filing with any
  governmental authority on the part of the Pledgor which is required in connection
  with the Pledge and security interest granted under this Agreement has been
  obtained or effected, and 

                                         (vii)
  there are no outstanding options, warrants or other requirements with respect
  to the Stock. 

                     SECTION
  3. PLEDGE OF STOCK, ETC. 

                     As
  security and collateral for the payments already due and payable and of all
  and any of the Liabilities, and for the due performance and compliance by the
  Borrower with all of the terms and provisions of the manufacturing agreement
  relating to the Liabilities of Borrower to Secured Party, and for the due performance
  and compliance with by the Pledgor of all of the terms and provisions of this
  Agreement, the Pledgor hereby delivers, sets over, transfers, pledges, grants
  a security interest in and assigns to Secured Party all of its right, title
  and interest in and to the Stock now or hereafter owned by the Pledgor and any
  other securities or property (including cash) paid or distributed in respect
  of said Stock by way of stock-split, spin-off, split-up, reclassification, combination
  of shares or similar corporate rearrangement, and all other or additional stock
  or other securities or property (including cash) which may be paid or distributed
  in respect of the any of the foregoing by reason of any consolidation, merger,
  exchange of stock, conveyance of assets, liquidation or similar corporate reorganization,
  all dividends, distributions and other proceeds thereof (certificates evidencing
  the present shares owned by Pledgor, accompanied by stock powers duly executed
  in blank by the Pledgor, having been delivered to Secured Party or it’s
  agent), and any proceeds thereof, to be held by Secured Party upon the terms
  and conditions set forth in this Agreement. All Stock at any time pledged or
  required to be pledged hereunder is hereinafter called the "Pledged Stock",
  and the Pledged Stock, together with all other securities and moneys received
  and at the time held by Secured Party hereunder and all dividends, distributions
  and proceeds thereof, is hereinafter called the "Collateral". 

                     SECTION
  4. VOTING, ETC. 

                     Unless
  an Event of Default shall have occurred and be continuing, the Pledgor shall
  be entitled to vote his shares of the Pledged Stock and to give consents, waivers,
  and ratifications in respect thereof, provided that 

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 no vote shall be cast or consent, waiver or ratification given
  or action taken which would violate or not comply with any of the terms and
  provisions of this Agreement. All such rights of the Pledgor to vote and to
  give consents, waivers and ratifications shall cease in case an Event of Default
  shall occur and be continuing. If there shall have occurred an Event of Default,
  the Pledgor hereby grants to Secured Party an irrevocable proxy coupled with
  an interest for the Pledged Stock pursuant to which proxy Secured Party shall
  be entitled to vote or consent in its discretion and in such event the Pledgor
  agrees to deliver to Secured Party such further evidence of such proxy as Secured
  Party may request. 

                     SECTION
  5. DIVIDENDS AND OTHER DISTRIBUTIONS 

                     (a)
  All cash dividends payable in respect of the Pledged Stock shall be paid to
  Secured Party and Secured Party shall be entitled to receive directly, and to
  retain as part of the Collateral all cash dividends and shall also be authorized
  to receive and retain as part of the Collateral: 

                                         (i)
  other or additional stock or securities or property (other than cash) paid or
  distributed by way of dividend in respect of the Pledged Stock; 

                                         (ii)
  all other or additional (or less) stock or any other securities or property
  (including cash) paid or distributed in respect of the Pledged Stock by way
  of stock-split, spin-off, split-up, reclassification, combination of shares
  or similar corporate rearrangement; 

                                         (iii)
  all other or additional stock or other securities or property (including cash)
  which may be paid or distributed in respect of the Collateral by reason of any
  consolidation, merger, exchange of stock, conveyance of assets, liquidation
  or similar corporate reorganization. 

                     SECTION
  6. EVENTS OF DEFAULT 

                     The
  occurrence of any one (1) or more of the following events (herein sometimes
  referred to as "Events of Default") shall constitute a default hereunder, and
  all such Events of Default are individually and collectively included in the
  term "Default" as used herein: 

                     (a)
  If the Pledgor shall fail to duly perform, comply with or observe any of the
  terms, covenants and provisions of this Agreement; or 

                    (b)
  If the Pledgor wishes to sell the Pledged Stock to a third party; or 

                     (c)
  If the Borrower shall make a general assignment for the benefit of creditors
  or shall generally not be paying its debts as they become due, or shall file
  a voluntary petition in bankruptcy, or shall be adjudicated insolvent, or shall
  file any petition or answer seeking for itself, or consenting to, or acquiescing
  in, any reorganization, arrangement, composition, readjustment, liquidation,
  dissolution or similar relief under any present or future statute, law or regulation,
  or shall file an answer or other pleading admitting or shall fail to deny or
  contest the material allegations of a petition filed against it in any such
  proceeding, or shall seek, or consent to or acquiesce in, the appointment of
  any custodian, trustee, receiver or liquidator of the Borrower or Pledgor or
  any part of its or his property, or the Borrower, or its directors or stockholders
  shall take any corporate action looking to the liquidation or dissolution of
  the Borrower or an order for relief under the Bankruptcy Code is entered against
  Borrower or Pledgor. 

                      SECTION
  7. REMEDIES UPON DEFAULT 

                     In
  case an Event of Default shall have occurred and be continuing, Secured Party
  shall be entitled to exercise all of the rights, powers and remedies (whether
  vested in it by this Agreement or by law or otherwise including, without limitation,
  those of a secured party under the Uniform Commercial Code) for the protection
  and enforcement of its rights in respect of the Collateral, and Secured Party
  shall be entitled, without limitation: 

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                     (a)
  to transfer and register all or any part of the Pledged Stock into Secured Party's
  name or the name of its nominee or nominees; 

                     (b)
  to vote all or any part of the Pledged Stock (whether or not transferred or
  registered into the name of Secured Party) and give all consents, waivers and
  ratifications in respect thereof and otherwise act with respect to the Collateral
  as though it were the outright owner thereof pursuant to the proxy granted heretofore
  in Section 4 hereof; 

                     (c)
  to purchase upon no less than five (5) days' prior notice to Pledgor all of
  the Pledged Stock in consideration of the settlement in full of Borrower’s
  and its subsidiary, K-Troniks Asia Ltd.’s outstanding payables to Secured
  Party. Upon such purchase, disposition, and transfer of shares, Secured Party
  shall have the right to deliver, assign and transfer to itself the Pledged Stock
  and Borrower and Pledgor shall assign forthwith any intellectual property belonging
  to them relating to manufacture of electronic ballasts including regulatory
  certifications such as UL and CSA, trademark and tradename. Secured Party shall
  thereafter hold the Pledged Stock free from any claim or right of whatever kind.
  Borrower’s liabilities to third parties are specifically not assigned
  to or assumed by Secured Party and continue to be the liabilities of the Borrower.
  The Pledgor specifically waives all rights of redemption, stay or appraisal
  which it had or may have under any rule of law or statute now existing or hereafter
  adopted. 

                     Secured
  Party shall not be obligated to offer for sale the Pledged Stock at any public
  or private sale. The Pledgor agrees that a private sale or sales made under
  the foregoing circumstances shall be deemed to have been made in a commercially
  reasonable manner. If any consent, approval or authorization of any state, municipal
  or other governmental department, agency or authority should be necessary to
  effectuate any sale or other disposition of the Pledged Stock, or any partial
  sale or other disposition of the Pledged Stock, the Pledgor will execute all
  such applications and other instruments as may be required in connection with
  securing any such consent, approval or authorization, and will otherwise use
  its best efforts to secure the same. 

                      SECTION
  8. REMEDIES, ETC. CUMULATIVE 

                     Each
  right, power and remedy of Secured Party provided for in this Agreement or now
  or hereafter existing at law or in equity or by statute or otherwise shall be
  cumulative and concurrent and shall be in addition to every other such right,
  power or remedy. The exercise or beginning of the exercise by Secured Party
  of any one (1) or more of the rights, powers or remedies provided for in this
  Agreement or now or hereafter existing at law or in equity or by statute or
  otherwise shall not preclude the simultaneous or later exercise by Secured Party
  of all such other rights, powers or remedies, and no failure or delay on the
  part of Secured Party to exercise any such right, power or remedy shall operate
  as a waiver thereof. 

                     SECTION
  9. FURTHER ASSURANCES 

                     The
  Pledgor at his expense will execute, acknowledge and deliver all such instruments
  and take all such action as the Secured Party may request in order further to
  effectuate the purposes of this Agreement and to carry out the terms thereof.


                     SECTION
  10. SECURED PARTY'S DUTIES, ETC. 

                     Secured
  Party shall have no duty or any obligation to take any steps to protect, preserve
  or enforce any rights under the Collateral. Secured Party shall exercise reasonable
  care in the custody and preservation of the Collateral in its possession to
  the extent required by applicable statute, and shall be deemed to have exercised
  reasonable care if it takes such action for that purpose as the Pledgor shall
  reasonably request in writing; but no omission to do any act so requested by
  the Pledgor shall be deemed a failure to exercise reasonable care. 

                      SECTION
  11. NOTICES, ETC. 

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                     All
  notices hereunder shall be in writing and shall be delivered or mailed by certified
  mail, return receipt requested, postage prepaid, addressed if to the Pledgor
  or the Secured Party at their respective address set forth in the preamble to
  this Agreement or at such other address as they may notify the other in writing.


                      SECTION
  12. MISCELLANEOUS 

                     (a)
  This Agreement may be changed, waiver, discharged, or terminated only by an
  instrument in writing signed by the party against which enforcement of such
  change, waiver, discharge or termination is sought. 

                     (b)
  The headings in this Agreement are for purposes of reference only and shall
  not limit or define the meaning hereof. 

                     (c)
  This Agreement shall be binding upon and inure to the benefit of the parties
  hereto and their respective successors and assigns. 

                     (d)
  This Agreement may be executed by the parties hereto in two (2) or more counterparts,
  each of which shall be an original and all of which shall together constitute
  one and the same Agreement. 

                     (e)
  This Agreement shall be governed by and construed in accordance with the laws
  of the State of New Jersey. 

                     (f)
  PLEDGOR WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER OR RELATED
  TO THIS AGREEMENT. 

                     IN
  WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed and delivered
  as of the date first above written.

	 	PLEDGOR: 

      K-TRONIK INTERNATIONAL CORP. 

      Per:____________________________

        Robert Kim, President



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	 Schedule A 
	 	 
	Certificate #	# of Shares 
	 	 
	Number 3 	100 common


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