OCET STOCK PLEDGE AGREEMENT

        The undersigned ___________, an individual (the "Pledgor"), for valuable
consideration, HEREBY GRANTS to OCET Corporation, a Delaware corporation (the
"Secured Party", or "OCET"), 1200 Prospect Street, Suite 325, La Jolla, CA
92037, a lien and security interest in Certificate No. 3, representing ( )
shares of the common capital stock, no par value, of OCET, said certificate
being hereinafter referred to either as the "collateral" or the "pledged
certificate" to secure payment and performance of the joint and several
obligations of the Pledgor under the Non-Recourse Promissory Note (the "Note"),
a copy of which is attached hereto as Exhibit A and incorporated herein by this
reference. The undersigned hereby acknowledges that the pledged certificate
represents those shares of OCET acquired by the Pledgor from the Secured Party.

        This Agreement is made upon and is subject to the following terms and
provisions, to-wit:

        1. The Pledgor warrants and represents that it is the beneficial owner
and holder of the pledged certificate free and clear of any and all liens and
encumbrances, except the lien of this Pledge Agreement. The Secured Party shall
have no right of any kind whatsoever to exercise any voting, consensual or other
rights or powers of ownership pertaining to the pledged certificate, and shall
have no right of any kind whatsoever to receive or retain dividends or other
payments made in respect of the stock of OCET, unless and until there occurs an
event of default as described in Paragraph 4 herein.

        2. The Pledgor covenants and agrees that upon execution of this
Agreement, it will provide the Secured Party the original of the pledged
certificate immediately upon its issuance for the purpose of enabling the
Secured Party to perfect its security interest therein.

        3. The Pledgor agrees that bankruptcy or insolvency of the Pledgor
(even though rendering the Note unenforceable or uncollectible) shall in no
manner impair, affect or release the security interest of the Secured Party
hereunder.

        4. The following shall constitute an event of default hereunder: (i) a
default in the payment of the Note secured by and under this Pledge Agreement,
if such default shall continue for thirty (30) days after the Secured Party
shall have given the Pledgor written notice thereof. From and after an event
of default, if such event of default shall continue for thirty (30) days, and
if Secured Party shall have given the Pledgor written notice thereof, the
Pledgor does hereby constitute and appoint the Secured Party as such Pledgor's
true and lawful attorney-in-fact irrevocable, coupled with an interest, for
the Pledgor and in the Pledgor's name and stead to exchange the collateral for
the Note including interest, and any and all obligations thereunder, and
deliver the collateral to Secured Party and deliver the Note to Pledgor, both
deliveries being free and clear from any liens or encumbrances. Pursuant to
such exchange, Secured Party shall make, execute and deliver all necessary
instruments of exchange, assignment and transfer, with full power and authority
to act in respect of the pledged certificate.

        5. Concurrently with the execution of this Pledge Agreement, the
Pledgor agrees to and shall deliver to Secured Party a stock power for the
pledged certificate executed in blank by the Pledgor.

        6. This Agreement shall be construed in accordance with and governed by
the laws of the State of California.

        7. All words used herein in the singular shall extend to and include
the plural. All words used herein in the plural shall extend to and include the
singular. All words used in any gender shall extend to and include all genders.

        8. This Agreement constitutes the entire understanding and agreement
between the parties relating to the subject matter hereof and supersedes and
cancels any prior written or oral understanding or agreement between the parties
relating to the subject matter hereof. This Agreement shall not be amended,
altered or supplemented in any way except by an instrument in writing, signed by
the duly authorized representative of the parties.

        IN WITNESS WHEREOF, the Pledgor has executed this Agreement as of the
____ day of January, 2000.

PLEDGOR                 ____________________________________
                        Name

SECURED PARTY           ____________________________________
                        OCET Corp.


<PAGE>


                                  STOCK POWER

        The undersigned, ______________________, for value received, hereby
sells, assigns and transfers unto ________________________, shares of the
common capital stock of OCET Corporation, represented by certificate No. 3
under the conditions set forth in the Pledge Agreement among and OCET and does
hereby irrevocably constitute and appoint ____________________ as attorney to
transfer the shares on the books of the within named corporation with full
power of substitution in the premises.

        Dated: the _____ day of ________________, 2000.





                                        _______________________________
                                        Name