PLEDGE
      AGREEMENT

    


    THIS
      PLEDGE
      AGREEMENT,
      made as
      of this ______
      day
      of
June,
      2008
      (this “Agreement”),
      is
      between OPTIONS
      MEDIA GROUP HOLDINGS, INC.,
      a
Nevada
      corporation
      (“Pledgor”),
      and
CUSTOMER
      ACQUISITION NETWORK HOLDINGS, INC.,
      a
Delaware
      corporation (together
      with its successors and assigns, the “Pledgee”).
      

    


    WHEREAS:

    


    A. The
      Pledgor
      has
      executed and delivered to the Pledgee
      that
      certain secured senior note made by Pledgor
      and
      dated
      as of the date hereof in an original aggregate principal amount of $1,000,000
      (such note, together with any promissory notes or other securities issued in
      exchange or substitution therefor or replacement thereof, and as any of the
      same
      may be amended, supplemented, restated or modified and in effect from time
      to
      time, the “Note”).
      The
Note
      was
      issued pursuant to a loan and certain other financial accommodations (the
“Loan”)
      made
      by Pledgee
      to
      Pledgor.

    


    B. The
      Pledgor
      legally
      and beneficially owns one hundred percent (100%) of the issued and outstanding
      shares of capital
      stock or other equity interests of Options
      Acquisition
      Sub, Inc., a Delaware
      corporation
      (“Options”)
      and
      each other corporation or other entity, the capital stock or other equity
      interests and securities of which are owned or acquired by Pledgor,
      and
      described on an addendum hereto from time to time executed by Pledgor
      in
      form
      and substance satisfactory to Pledgee
      (referred to herein as a “Pledge
      Entity”
and,
      collectively, as the “Pledge
      Entities”).

     

    C. Pursuant
      to a Security
      Agreement of
      even
      date herewith by and among Pledgor
      and
      Pledgee
      (as
      the
      same may be amended, restated, modified or supplement and in effect from time
      to
      time, the “Security
      Agreement”),
      Pledgor
      has
      granted Pledgee,
      for its
      benefit, a first priority security interest in, lien upon and pledge of its
      rights in the Collateral
      (as
      defined in the Security
      Agreement).

     

    D. To
      induce
      the Pledgee
      to
      make
      the Loan,
      and in
      order to secure the payment and performance by Pledgor
      of
      the
Liabilities
      (as
      defined in the Security
      Agreement),
      Pledgor
      has
      agreed to pledge to Pledgee
      all
      of
      the capital stock and other equity interests and securities of the Pledge
      Entities now
      or
      hereafter owned or acquired by Pledgor.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and in order to induce the Pledgee
      to
      make
      the Loan
      and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, Pledgor
      hereby
      agrees with Pledgee
      as
      follows:

    


    1. Defined
      Terms.
      Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      meanings given them in the Security Agreement.
      

     

    2. Pledge.
      Pledgor
      hereby
      pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee,
      a first
      lien on and first priority perfected security interest in (i)
      all
      of
      the capital
      stock or other equity interests of the Pledge
      Entities now
      owned
      or hereafter acquired by Pledgor
      (collectively,
      the “Pledged
      Shares”),
      (ii)
      all
      other
      property hereafter delivered to, or in the possession or in the custody of,
      Pledgee,
      in
      substitution for or in addition to the Pledged
      Shares,
      (iii)
      any
      other
      property of Pledgor,
      as
      described in Section
      4 below
      or
      otherwise, whether now or hereafter delivered to, or in the possession or
      custody of Pledgor,
      and
(iv)
      all
      proceeds of the collateral described in the preceding clauses
      (i),
      (ii) and
      (iii) (the
      collateral described in clauses
      (i) through
      (iv) of
      this
Section
      2 being
      collectively referred to as the “Pledged
      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
Liabilities.
      All of
      the Pledged
      Shares now
      owned
      by Pledgor
      which
      are
      presently represented by certificates are listed on Exhibit A hereto,
      which certificates, with undated
      assignments
      separate from certificates
      or stock powers duly
      executed in blank by Pledgor
      and
      irrevocable proxies, are being delivered to Pledgee
      simultaneously
      herewith. Upon the creation or acquisition of any new Pledged
      Shares,
      Pledgor
      shall
      execute an Addendum
      in
      the
      form of Exhibit
      B attached
      hereto (a “Pledge
      Addendum”).
      Any
Pledged
      Collateral described
      in a Pledge
      Addendum executed
      by Pledgor
      shall
      thereafter be deemed to be listed on Exhibit
      A hereto.
      Pledgee
      shall
      maintain possession and custody of the certificates representing the
Pledged
      Shares and
      any
      additional Pledged
      Collateral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Representations
      and Warranties of Pledgor. Pledgor
      represents
      and warrants to Pledgee,
      and
      covenants with Pledgee,
      that:

     

    (a) Exhibit
      A sets
      forth (i)
      the
      authorized capital
      stock or other equity interests of each Pledge
      Entity,
      (ii)
      the
      number of shares of capital
      stock or other equity interests of each Pledge
      Entity that
      are
      issued and outstanding as of the date hereof, and (iii)
      the
      percentage of the issued and outstanding shares of capital
      stock or other equity interests of each Pledge
      Entity held
      by
Pledgor.
      Pledgor
      is
      the
      record and beneficial owner of, and has good and marketable title to, the
Pledged
      Shares,
      and
      such shares or other equity interests are and will remain free and clear of
      all
      pledges, liens, security interests and other encumbrances and restrictions
      whatsoever, except the
      liens
      and security interests in
      favor
      of Pledgee
      created
      by this Agreement;

     

    (b) Except
      as
      set forth on Exhibit
      A,
      there
      are no outstanding options,
      warrants or other similar agreements with respect to the Pledged
      Shares or
      any of
      the other Pledged
      Collateral;

     

    (c) this
      Agreement
      is
      the
      legal, valid and binding obligation of the Pledgor,
      enforceable against the Pledgor
      in
      accordance with its terms;

     

    (d) the
      Pledged
      Shares have
      been
      duly and validly authorized and issued, are fully paid and non-assessable,
      and
      the Pledged
      Shares listed
      on
Exhibit
      A constitute
      all of the issued and outstanding capital
      stock or other equity interests of the Pledge
      Entities;

     

    (e) no
      consent, approval or authorization of or designation or filing with any
      governmental or regulatory authority on the part of Pledgor
      is
      required in connection with the pledge and security interest granted under
      this
Agreement;

     

    (f) the
      execution, delivery and performance of this Agreement
      will
      not
      violate any provision of any applicable law or regulation or of any order,
      judgment, writ, award or decree of any court, arbitrator or governmental
      authority, domestic or foreign, or of the articles or certificate of
      incorporation, bylaws or any other similar organizational documents of
Pledgor
      or
      any
Pledge
      Entity or
      of any
      securities issued by Pledgor
      or
      any
Pledge
      Entity or
      of any
      mortgage, indenture, lease, contract, or other agreement, instrument or
      undertaking to which Pledgor
      or
      any
Pledge
      Entity is
      a
      party or which purports to be binding upon Pledgor
      or
      any
Pledge
      Entity or
      upon
      any of the assets of Pledgor
      or
      any
Pledge
      Entity,
      and
      will not result in the creation or imposition of any lien, charge or encumbrance
      on or security interest in any of the assets of Pledgor
      or
      any
Pledge
      Entity,
      except
      as otherwise contemplated by this Agreement;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (g) the
      pledge, assignment and delivery of the Pledged
      Shares and
      the
      other Pledged
      Collateral pursuant
      to this Agreement
      creates
      a
      valid first lien on and perfected first priority security interest in such
      Pledged
      Shares and
      Pledged
      Collateral and
      the
      proceeds thereof in favor of Pledgee,
      subject
      to no prior pledge, lien, mortgage, hypothecation, security interest, charge,
      option or encumbrance or to any agreement purporting to grant to any third
      party
      a security interest in the property or assets of Pledgor
      which
      would include the Pledged
      Shares or
      any
      other Pledged
      Collateral.
      Pledgor
      covenants
      and agrees that it will defend, for the benefit of Pledgee,
      Pledgee’s
      right,
      title and security interest in and to the Pledged
      Shares,
      the
      other Pledged
      Collateral and
      the
      proceeds thereof against the claims and demands of all other persons or
      entities; 

     

    (h) Each
      Pledged
      Share consisting
      of either (i)
      a
      membership interest in a Person
      that
      is a
      limited liability company or (ii)
      a
      partnership interest in a Person
      that
      is a
      partnership (if any) are “securities” governed by Article 8 of the UCC.
      Certificates
      evidencing
      such membership interests or partnership interests (if any) have been issued
      to
Pledgor
      by
      the
      applicable Person.
      Pledgor
      covenants
      it will not cause and will not permit any Pledged
      Entity to
      “opt-out” of Article 8 of the UCC,
      and
Pledgor
      will
      not
      take, and will not permit any Pledged
      Entity to
      take,
      any actions to cause the capital stock, membership interests, partnership
      interests or similar equity interests of such Pledged
      Entity (if
      any)
      to cease to be classified as “securities” governed by Article 8 of the
UCC;
      and

     

    (i) Neither
      Pledgor
      nor
      the
Pledged
      Entities (i)
      will
      become a person whose property or interests in property are blocked or subject
      to blocking pursuant to Section 1 of Executive
      Order 13224 of September
      23,
      2001
Blocking
      Property and
      Prohibiting
      Transactions with
      Persons
      Who Commit,
      Threaten
      to
      Commit
      or
      Support Terrorism (66 Fed. Reg. 49079(2001), (ii)
      will
      engage in any dealings or transactions prohibited by Section 2 of such executive
      order, or (iii)
      will
      otherwise become a person on the list of Specially
      Designated Nationals and
      Blocked
      Persons or
      subject to the limitations or prohibitions under any other Office
      of
      Foreign Asset Control regulation
      or executive order.

     

    4. Dividends,
      Distributions, Etc. If,
      while
      this Agreement
      is
      in
      effect, Pledgor
      shall
      become entitled to receive or shall receive any certificate (including,
      without limitation,
      any
      certificate representing a dividend or a distribution in connection with any
      reclassification, increase or reduction of capital, or issued in connection
      with
      any reorganization, merger or consolidation), or any options
      or
      rights, whether as an addition to, in substitution for, or in exchange for
      any
      of the Pledged
      Shares or
      otherwise, Pledgor
      agrees,
      in each case, to accept the same as Pledgee’s
      agent
      and to hold the same in trust
      for
      Pledgee,
      and to
      deliver the same promptly (but in any event within three days) to Pledgee
      in
      the
      exact form received, with the endorsement of Pledgor
      when
      necessary and/or with appropriate undated
      assignments
      separate from certificates
      or stock powers duly
      executed in blank, to be held by Pledgee
      subject
      to the terms hereof, as additional Pledged
      Collateral.
      Pledgor
      shall
      promptly deliver to Pledgee
      (i)
      a
      Pledge
      Addendum with
      respect to such additional certificates, and (ii)
      any
      financing statements or amendments to financing statements as requested by
      Pledgee.
      Pledgor
      hereby
      authorizes Pledgee
      to
      attach
      each Pledge
      Amendment to
      this
Agreement.
      In case
      any distribution of capital shall be made on or in respect of the Pledged
      Shares or
      any
      property shall be distributed upon or with respect to the Pledged
      Shares pursuant
      to the recapitalization or reclassification of the capital of the issuer thereof
      or pursuant to the reorganization thereof, the property so distributed shall
      be
      delivered to Pledgee
      to
      be
      held by it as additional Pledged
      Collateral.
      Except
      as provided in Section
      5(b) below,
      all sums of money and property so paid or distributed in respect of the
Pledged
      Shares which
      are
      received by Pledgor
      shall,
      until paid or delivered to Pledgee,
      be held
      by Pledgor
      in
      trust
as
      additional Pledged
      Collateral.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Voting
      Rights; Dividends; Certificates.

     

    (a) So
      long
      as no Event
      of
      Default (for
      purposes of this Agreement,
      as
      defined in the Note)
      has
      occurred and is continuing, Pledgor
      shall
      be
      entitled (subject to the other provisions hereof,
      including,
      without limitation,
      Section
      8 below)
      to
      exercise its voting and other consensual rights with respect to the
Pledged
      Shares and
      otherwise exercise the incidents of ownership thereof in any manner not
      inconsistent with this Agreement,
      the
Note,
      the
Securities
      Agreement,
      the
Guaranty
      and
      the
      other documents executed in relation to the Loan
      (collectively,
      the “Transaction
      Documents”).
      Pledgor
      hereby
      grants to Pledgee
      or
      its
      nominee, an irrevocable proxy to exercise all voting and corporate rights
      relating to the Pledged
      Shares in
      any
      instance, provided such proxy shall be effective, at the discretion of
Pledgee,
      only
      upon the occurrence and during the continuance of an Event
      of
      Default. Upon
      the
      request of Pledgee
      at
      any
      time, Pledgor
      agrees
      to
      deliver to Pledgee
      such
      further evidence of such irrevocable proxy or such further irrevocable proxies
      to vote the Pledged
      Shares as
      Pledgee
      may
      request.

     

    (b) So
      long
      as no Event
      of
      Default shall
      have occurred and be continuing, Pledgor
      shall
      be
      entitled to receive cash dividends or other distributions made in respect of
      the
Pledged
      Shares,
      to the
      extent permitted to be made pursuant to the terms of the Note.
      Upon
      the occurrence and during the continuance of an Event
      of
      Default,
      in the
      event that Pledgor,
      as
      record and beneficial owner of the Pledged
      Shares,
      shall
      have received or shall have become entitled to receive, any cash dividends
      or
      other distributions in the ordinary course, Pledgor
      shall
      deliver to Pledgee,
      and
Pledgee
      shall
      be
      entitled to receive and retain, for the benefit of Pledgee,
      all
      such cash or other distributions as additional security for the Liabilities.

     

    (c) Subject
      to any sale or other disposition by Pledgee
      of
      the
Pledged
      Shares,
      any
      other Pledged
      Collateral or
      other
      property pursuant to this Agreement,
      upon
      the indefeasible full payment in cash, satisfaction and termination of all
      of
      the Liabilities
      and
      the
      termination of this Agreement
      pursuant
      to Section
      11 hereof
      and of the
      liens
      and security interests hereby
      granted, the Pledged
      Shares,
      the
      other Pledged
      Collateral and
      any
      other property then held as part of the Pledged
      Collateral in
      accordance with the provisions of this Agreement
      shall
      be
      returned to Pledgor
      or
      to
      such other persons or entities as shall be legally entitled
      thereto.

     

    (d) Pledgor
      shall
      cause all Pledged
      Shares to
      be
      certificated at all times while this Agreement
      is
      in
      effect.

     

    6. Rights
      of Pledgee. Pledgee
      shall
      not
      be liable for failure to collect or realize upon the Liabilities
      or
      any
      collateral security or guaranty therefor, or any part thereof, or for any delay
      in so doing, nor shall Pledgee
      be
      under
      any obligation to take any action whatsoever with regard thereto. Any or all
      of
      the Pledged
      Shares held
      by
Pledgee
      hereunder
      may, if an Event
      of
      Default has
      occurred and is continuing, without notice, be registered in the name of
Pledgee
      or
      its
      nominee, and Pledgee
      or
      its
      nominee may thereafter without notice exercise all voting and corporate rights
      at any meeting with respect to any Pledge
      Entity and
      exercise any and all rights of conversion, exchange, subscription or any other
      rights, privileges or options
      pertaining
      to any of the Pledged
      Shares as
      if it
      were the absolute owner thereof,
      including,
      without limitation,
      the
      right to vote in favor of, and to exchange at its discretion any and all of
      the
Pledged
      Shares upon,
      the
      merger, consolidation, reorganization, recapitalization or other readjustment
      with respect to any Pledge
      Entity or
      upon
      the exercise by any Pledge
      Entity,
      Pledgor
      or
      Pledgee
      of
      any
right,
      privilege or
      option
      pertaining to any of the Pledged
      Shares,
      and in
      connection therewith, to deposit and deliver any and all of the Pledged
      Shares with
      any
      committee, depository, transfer agent, registrar or other designated agency
      upon
      such terms and conditions as Pledgee
      may
      reasonably determine, all without liability except to account for property
      actually received by Pledgee,
      but
Pledgee
      shall
      have no duty to exercise any of the aforesaid rights, privileges or
options
      and
      shall
      not be responsible for any failure to do so or delay in so
      doing.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7. Remedies. Upon
      the
      occurrence and during the continuance of an Event
      of
      Default,
      Pledgee
      may
      exercise in respect of the Pledged
      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 under the Uniform
      Commercial Code (“UCC”)
      in
      effect
      in the
      State
      of
      New York from
      time
      to time, whether or not the UCC
      applies
      to the affected Pledged
      Collateral (or
      the
Uniform
      Commercial Code as
      in
      effect in any other relevant jurisdiction). Pledgee
      also,
      without demand of performance or other demand, advertisement or notice of any
      kind (except the notice specified below of time and place of public or private
      sale) to or upon Pledgor
      or
      any
      other person or entity (all and each of which demands, advertisements and/or
      notices are hereby expressly waived), may forthwith collect, receive,
      appropriate and realize upon the Pledged
      Collateral,
      or any
      part thereof, and/or may forthwith date and otherwise fill in the blanks on
      any
assignments
      separate from certificates or stock power or
      otherwise sell, assign, give an option or options
      to
      purchase, contract to sell or otherwise dispose of and deliver said
Pledged
      Collateral,
      or any
      part thereof, in one or more portions at one or more public or private sales
      or
      dispositions, at any exchange or broker’s board or at any of Pledgee’s
      offices or elsewhere upon such terms and conditions as Pledgee
      may
      deem
      advisable and at such prices as it may deem best, for any combination of cash
      and/or securities or other property or on credit or for future delivery without
      assumption of any credit risk, with the right to Pledgee
      upon
      any
      such sale, public or private, to purchase the whole or any part of said
Pledged
      Collateral so
      sold,
      free of any right or equity of redemption in Pledgor,
      which
      right or equity is hereby expressly waived or released. Pledgee
      shall
      apply the net proceeds of any such collection, recovery, receipt, appropriation,
      realization, sale or disposition, after deducting all costs and expenses of
      every kind incurred therein or incidental to the safekeeping of any and all
      of
      the Pledged
      Collateral or
      in any
      way relating to the rights of Pledgee
      hereunder,
      including attorneys’ fees and legal expenses, to the payment, in whole or in
      part, of the Liabilities,
      in such
      order as Pledgee
      may
      elect. Pledgor
      shall
      remain liable for any deficiency remaining unpaid after such application. Only
      after so paying over such net proceeds and after the payment by Pledgee
      of
      any
      other amount required by any provision of law, including,
      without limitation,
      Section
      9-608 of the UCC,
      need
Pledgee
      account
      for the surplus, if any, to Pledgor.
      Pledgor
      agrees
      that Pledgee
      will
      give
      reasonable notice (such reasonable notice to be determined by Pledgee
      in
      its
      sole and absolute discretion) of the time and place of any public sale or of
      the
      time after which a private sale or other intended disposition is to take place.
      No notification need be given to Pledgor
      if
      it has
      signed after default a statement renouncing or modifying any right to
      notification of sale or other intended disposition. 

     

    8. No
      Disposition, Etc. Pledgor
      agrees
      that it will not sell, assign, transfer, exchange, or otherwise dispose of,
      or
      grant any option with respect to, the Pledged
      Shares or
      any
      other Pledged
      Collateral,
      nor
      will Pledgor
      create,
      incur or permit to exist any pledge, lien, mortgage, hypothecation, security
      interest, charge, option or any other encumbrance with respect to any of the
      Pledged
      Shares or
      any
      other Pledged
      Collateral,
      or any
      interest therein, or any proceeds thereof, except for the lien and security
      interest of Pledgee
      provided
      for by this Agreement
      and
      the
Security
      Agreement.

     

    9. Sale
      of Pledged
      Shares.

     

    (a) Pledgor
      recognizes
      that Pledgee
      may
      be
      unable to effect a public sale or disposition (including,
      without limitation,
      any
      disposition in connection with a merger of a Pledge
      Entity)
      of any
      or all the Pledged
      Shares by
      reason
      of certain prohibitions contained in the Securities
      Act of 1933,
      as
      amended (the “1933
      Act”),
      and
      applicable state
      securities laws,
      but may
      be compelled to resort to one or more private sales or dispositions thereof
      to a
      restricted group of purchasers who will be obliged to agree, among other things,
      to acquire such securities for their own account, for investment and not with
      a
      view to the distribution or resale thereof. Pledgor
      acknowledges
      and agrees that any such private sale or disposition may result in prices and
      other terms (including the terms of any securities or other property received
      in
      connection therewith) less favorable to the seller than if such sale or
      disposition were a public sale or disposition and, notwithstanding such
      circumstances, agrees that any such private sale or disposition shall be deemed
      to be reasonable and affected in a commercially reasonable manner. Pledgee
      shall
      be
      under no obligation to delay a sale or disposition of any of the Pledged
      Shares in
      order
      to permit Pledgor
      or
      a
Pledge
      Entity to
      register such securities for public sale under the 1933
      Act,
      or
      under applicable state
      securities laws,
      even if
Pledgor
      or
      a
Pledge
      Entity would
      agree to do so.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Pledgor
      further
      agrees to do or cause to be done all such other acts and things as may be
      reasonably necessary to make such sales or dispositions of the Pledged
      Shares valid
      and
      binding and in compliance with any and all applicable laws, regulations, orders,
      writs, injunctions, decrees or awards of any and all courts, arbitrators or
      governmental instrumentalities, domestic or foreign, having jurisdiction over
      any such sales or dispositions, all at Pledgor’s
      expense. Pledgor
      further
      agrees that a breach of any of the covenants contained in Sections
      4,
      5(a),
      5(b),
      8,
      9
      and
24
      will
      cause irreparable injury to Pledgee
      and
      that
Pledgee
      has
      no
      adequate remedy at law in respect of such breach and, as a consequence, agrees,
      without limiting the right of Pledgee
      to
      seek
      and obtain specific performance of other obligations of Pledgor
      contained
      in this Agreement,
      that
      each and every covenant referenced above shall be specifically enforceable
      against Pledgor,
      and
Pledgor
      hereby
      waives and
      agrees not to assert any defenses against an action for specific performance
      of
      such covenants.

     

    (c) Pledgor
      further
      agrees to indemnify and hold harmless Pledgee
      and
      its
      successors and assigns, officers, directors, employees, attorneys and agents,
      and any person or entity in control of any thereof, from and against any loss,
      liability, claim, damage and expense,
      including,
      without limitation,
      legal
      fees and expenses (in this paragraph collectively called the “Indemnified
      Liabilities”),
      under
      federal and state
      securities laws or
      otherwise insofar as such Indemnified
      Liability (i)
      arises
      out of or is based upon any untrue statement or alleged untrue statement of
      a
      material fact contained in any registration statement, prospectus or offering
      memorandum or in any preliminary prospectus or preliminary offering memorandum
      or in any amendment or supplement to any thereof or in any other writing
      prepared in connection with the offer, sale or resale of all or any portion
      of
      the Pledged
      Collateral unless
      such untrue statement of material fact was provided by Pledgee,
      in
      writing, specifically for inclusion therein, or (ii)
      arises
      out of or is based upon any omission or alleged omission to state therein a
      material fact required to be stated or necessary to make the statements therein
      not misleading, such indemnification to remain operative regardless of any
      investigation made by or on behalf of Pledgee
      or
      any
      successor thereof, or any person or entity in control of any thereof. In
      connection with a public sale or other distribution, Pledgor
      will
      provide customary indemnification to any underwriters, their successors and
      assigns, officers and directors and each person or entity who controls any
      such
      underwriter (within the meaning of the 1933
      Act).
      If and
      to the extent that the foregoing undertakings in this paragraph may be
      unenforceable for any reason, Pledgor
      agrees
      to
      make the maximum contribution to the payment and satisfaction of each of the
      Indemnified
      Liabilities which
      is
      permissible under applicable law. The obligations of Pledgor
      under
      this paragraph
      (c) shall
      survive any termination of this Agreement.

     

    (d) Pledgor
      further
      agrees to waive any and all rights of subrogation it may have against a
Pledge
      Entity upon
      the
      sale or disposition of all or any portion of the Pledged
      Collateral by
      Pledgee
      pursuant
      to the terms of this Agreement
      until
      the
      termination of this Agreement
      in
      accordance with Section
      11 below.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10. No
      Waiver; Cumulative Remedies.
      Pledgee
      shall
      not
      by any act, delay, omission or otherwise be deemed to have waived any of its
      remedies hereunder, and no waiver by Pledgee
      shall
      be
      valid unless in writing and signed by Pledgee,
      and
      then only to the extent therein set forth. A waiver by Pledgee
      of
      any
      right or remedy hereunder on any one occasion shall not be construed as a bar
      to
      any right or remedy which Pledgee
      would
      otherwise have on any further occasion. No course of dealing between
Pledgor
      and
      Pledgee
      and
      no
      failure to exercise, nor any delay in exercising on the part of Pledgee
      of,
      any
right,
      power or privilege hereunder
      or under the other Transaction
      Documents shall
      impair such right or remedy or operate as a waiver thereof; nor shall any single
      or partial exercise of any right,
      power or privilege hereunder
      preclude any other or further exercise thereof or the exercise of any other
      right,
      power or privilege.
      The
      rights and remedies herein provided are cumulative and may be exercised singly
      or concurrently, and are not exclusive of any rights or remedies provided by
      law.

     

    11. Termination. This
      Agreement
      and
      the
      liens
      and security interests granted
      hereunder shall terminate and Pledgee
      shall
      return any Pledged
      Shares or
      other
Pledged
      Collateral then
      held
      by Pledgee
      in
      accordance with the provisions of this Agreement
      to
      Pledgor
      upon
      the
      termination of the Note
      and
      the
      full and complete performance and indefeasible satisfaction of all of the
Liabilities
      (i)
      in
      respect of the Note
      (including,
      without limitation,
      the
      indefeasible payment in full in cash of all such Liabilities)
      and
(ii)
      with
      respect to which claims have been asserted by Pledgee.

     

    12. Possession
      of Collateral. Beyond
      the exercise of reasonable care to assure the safe custody of the Pledged
      Shares in
      the
      physical possession of Pledgee
      pursuant
      hereto, neither Pledgee,
      nor any
      nominee of Pledgee,
      shall
      have any duty or liability to collect any sums due in respect thereof or to
      protect, preserve or exercise any rights pertaining thereto (including any
      duty
      to ascertain or take action with respect to calls, conversions, exchanges,
      maturities, tenders or other matters relating to the Pledged
      Collateral and
      any
      duty to take any necessary steps to preserve rights against any parties with
      respect to the Pledged
      Collateral),
      and
      shall be relieved of all responsibility for the Pledged
      Collateral upon
      surrendering them to Pledgor.
      Pledgor
      assumes
      the responsibility for being and keeping itself informed of the financial
      condition of a Pledge
      Entity and
      of
      all other circumstances bearing upon the risk of non-payment of the
Liabilities,
      and
Pledgee
      shall
      have no duty to advise Pledgor
      of
      information known to Pledgee
      regarding
      such condition or any such circumstance. Pledgee
      shall
      have no duty to inquire into the powers of a Pledge
      Entity or
      its
      officers, directors, managers, members, partners or agents thereof acting or
      purporting to act on its behalf. 

     

    13. Taxes
      and Expenses.
      Pledgor
      will
      upon
      demand pay to Pledgee,
      (a)
      any
      taxes
      (excluding income taxes, franchise taxes or other taxes levied on gross
      earnings, profits or the like of Pledgee)
      payable
      or ruled payable by any Governmental
      Authority (as
      defined in the Security
      Agreement)
      in
      respect of this Agreement,
      together with interest and penalties, if any, and (b)
      all
      expenses, including the fees and expenses of counsel for Pledgee
      and
      of
      any experts and agents that Pledgee
      may
      incur
      in connection with (i)
      the
      administration, modification or amendment of this Agreement,
      (ii)
      the
      custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Pledged
      Collateral,
      (iii)
      the
      exercise or enforcement of any of the rights of Pledgee
      hereunder,
      or (iv)
      the
      failure of Pledgor
      to
      perform or observe any of the provisions hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    14. Pledgee
      Appointed Attorney-In-Fact.
      Pledgor
      hereby
      irrevocably appoints Pledgee
      as
      Pledgor’s
      attorney-in-fact, with full authority in the place and stead of Pledgor
      and
      in
      the name of Pledgor
      or
      otherwise, from time to time in Pledgee’s
      discretion, to take any action and to execute any instrument that Pledgee
      deems
      reasonably necessary or advisable to accomplish the purposes of this
Agreement,
      including,
      without limitation,
      (i)
      to
      receive, endorse and collect all instruments made payable to Pledgor
      representing
      any dividend, interest payment or other distribution in respect of the
Pledged
      Collateral or
      any
      part thereof and to give full discharge for the same, when and to the extent
      permitted by this Agreement
      and
      (ii)
      to
      complete any assignment separate from certificate delivered hereunder; provided
      that the power of attorney granted hereunder shall only be exercised by
Pledgee
      after
      the
      occurrence and during the continuance of an Event
      of
      Default.

     

    15. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement
      shall
      be
      governed by the internal laws of the
      State
      of
      New York,
      without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the
      State
      of
      New York or
      any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the
      State
      of
      New York.
      Each
      party hereby irrevocably submits to the non-exclusive jurisdiction of the state
      and federal courts sitting in the
      City
      of
      New York,
      borough
      of Manhattan,
      for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby
      irrevocably waives,
      and
      agrees not to assert in any
      suit,
      action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that such
      suit, action or proceeding is
      brought in an inconvenient forum or that the venue of such
      suit, action or proceeding is
      improper. Each party hereby
      irrevocably waives personal
      service of process and consents to process being served in any such
      suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing contained herein shall be deemed to limit in any
      way
      any right to serve process in any manner permitted by law. Notwithstanding
      the
      foregoing, the Pledgee
      may
      enforce its rights and remedies in any other jurisdiction applicable to the
      Pledged
      Collateral.
      EACH
      PARTY HEREBY
      IRREVOCABLY WAIVES ANY
      RIGHT
      IT MAY
      HAVE,
      AND
      AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
      HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
      OR
      ANY
      TRANSACTION CONTEMPLATED HEREBY.

     

    16. Counterparts.
      This
Agreement
      may
      be
      executed in two or more identical counterparts, all of which shall be considered
      one and the same agreement and shall become effective when counterparts have
      been signed by each party and delivered to the other party; provided that a
      facsimile, .pdf or similar electronically transmitted signature shall be
      considered due execution and shall be binding upon the signatory thereto with
      the same force and effect as if the signature were an original
      signature.

     

    17. Headings.
      The
      headings of this Agreement
      are
      for
      convenience of reference and shall not form part of, or affect the
      interpretation of, this Agreement.

     

    18. Severability.
      If any
      provision of this Agreement
      shall
      be
      invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement
      in
      that
      jurisdiction or the validity or enforceability of any provision of this
Agreement
      in
      any
      other jurisdiction.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    19. Entire
      Agreement; Amendments.
      This
Agreement
      supersedes
      all other prior oral or written agreements between Pledgor,
      Pledgee,
      and
      their affiliates and persons acting on their behalf with respect to the matters
      discussed herein, and this Agreement
      and
      the
Transaction
      Documents and
      instruments referenced herein and therein contain the entire understanding
      of
      the parties with respect to the matters covered herein and
      therein.

     

    20. Notices.
      All
      notices,
      approvals, requests, demands and other communications hereunder shall be
      delivered or made in the manner set forth in, and shall be effective in
      accordance with the terms of, the Security
      Agreement,
      directed to the notice address set forth therein.

     

    21. Successors
      and Assigns.
      This
Agreement
      shall
      be
      binding upon and inure to the benefit of the parties and their respective
      successors and assigns. Pledgor
      shall
      not
      assign this Agreement
      or
      any
      rights or obligations hereunder without the prior written consent of
Pledgee.
      Pledgee
      may
      assign its rights hereunder without the consent of Pledgor,
      in
      which event such assignee shall be deemed to be Pledgee
      hereunder
      with respect to such assigned rights.

     

    22. No
      Third Party Beneficiaries.
      This
Agreement
      is
      intended for the benefit of the parties hereto and their respective successors
      and permitted assigns, and is not for the benefit of, nor may any provision
      hereof be enforced by, any other person or entity.

     

    23. Survival.
      All
representations,
      warranties, covenants and agreements of Pledgor
      and
      Pledgee
      shall
      survive the execution and delivery of this Agreement.

     

    24. Further
      Assurances.
      Pledgor
      agrees
      that at any time and from time to time upon the written request of Pledgee,
      Pledgor
      will
      execute and deliver all assignments
      separate from certificates or stock powers,
      financing statements and such further documents and do such further acts and
      things as Pledgee
      may
      reasonably request consistent with the provisions hereof in order to carry
      out
      the intent and accomplish the purpose of this Agreement
      and
      the
      consummation of the transactions contemplated hereby.

     

    25. No
      Strict Construction.
      The
      language used in this Agreement
      will
      be
      deemed to be the language chosen by the parties to express their mutual intent,
      and no rules of strict construction will be applied against any
      party.

     

    26. Pledgee
      Authorized.
      Pledgor
      hereby
      authorizes Pledgee
      to
      file
      one or more financing or continuation statements and amendments thereto (or
      similar documents required by any laws of any applicable jurisdiction) relating
      to all or any part of the Pledged
      Shares or
      other
Pledged
      Collateral without
      the signature of Pledgor.

     

    27. Pledgee
      Acknowledgement.
      Pledgor
      acknowledges
      receipt of an executed copy of this Agreement.
      The
Pledgor
      waives
      the right to receive any amount that it may now or hereafter be entitled to
      receive (whether by way of damages, fine, penalty, or otherwise) by reason
      of
      the failure of the Pledgee
      to
      deliver to the Pledgor
      a
      copy of
      any financing statement or any statement issued by any registry that confirms
      registration of a financing statement relating to this Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Pledge
      Agreement to
      be
      duly executed and delivered by their duly authorized officers on the date first
      above written.

    


    
      	
              PLEDGOR:

            
	 
	
              OPTIONS MEDIA GROUP HOLDINGS, INC.,
                

              a
                Nevada corporation

            
	 
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              PLEDGEE:

            
	 
	
              CUSTOMER
                ACQUISITION NETWORK 

              HOLDINGS,
                INC., a Delaware corporation

            
	 
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGEMENT

    


    Each
      of
      the
      undersigned hereby (i)
      acknowledges
      receipt of a copy of the foregoing Pledge
      Agreement,
      (ii)
      waives
      any rights or requirement at any time hereafter to receive a copy of such
Pledge
      Agreement in
      connection with the registration of any Pledged
      Shares (as
      defined therein) in the name of Pledgee
      or
      its
      nominee or the exercise of voting rights by Pledgee
      and
      (iii)
      agrees
      promptly to note on its books and records the grant of the security interest
      in
      the stock or other equity interests of the undersigned as provided in such
      Pledge
      Agreement.
      

    


    Dated:
      _____
      __, 2008

    


    
      	
              OPTIONS
                ACQUISITION SUB, INC.,

            
	
              a
                Delaware corporation

            
	 
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    to
      Pledge Agreement

    


    DESCRIPTION
      OF
      CAPITAL
      STOCK OR EQUITY INTERESTS OF PLEDGE
      ENTITIES

    


    
      	
              Name
                of

              Pledge
                Entity

            	 	
              Class
                of Stock 

              or
                Other 

              Equity
                

              Interests

            	 	
              Authorized
                

              No.
                of

              Shares
                or 

              Units

            	 	
              Issued
                and 

              Outstanding
                

              Shares
                or 

              Units

            	 	
              Percentage
                of 

              Shares
                or Units

              Held
                by Pledgor

            
	
              Options
                Acquisitions Sub, Inc.

            	 	 	 	 	 	 	 	
              100.0%

            


    

    


    DESCRIPTION
      OF
      PLEDGED
      SHARES OR
      UNITS

    


    
      	
              Name
                of

              Pledge
                Entity

            	 	
              Class
                of Stock or 

              Other
                Equity 

              Interests

            	 	
              Stock
                or Unit 

              Certificate
                No.

            	 	
              No.
                of Shares or Units

            
	
              Options
                Acquisitions Sub, Inc.

            	 	 	 	 	 	
              12,250,000

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    to
      Pledge Agreement

    


    Addendum
      to Pledge Agreement

    


    The
      undersigned,
      being the Pledgor
      pursuant
      to that certain Pledge
      Agreement dated
      as
      of _____ __, 2008 (as amended, restated, supplemented or otherwise modified
      from
      time to time, the “Pledge
      Agreement”)
      in
      favor of Viking Asset Management, a California
      limited
      liability company
      (“Pledgee”),
      by
      executing this Addendum, hereby acknowledges that Pledgor
      has
      acquired and legally and beneficially owns all of the issued and outstanding
      [
      shares
      of
      capital stock ] of
      [__________________,
      a _______ corporation ] (“Company”)
      described below (the “Shares”).
      Pledgor
      hereby
      agrees and acknowledges that the Shares
      shall
      be
      deemed Pledged
      Shares pursuant
      to the Pledge
      Agreement.
      Pledgor
      hereby
      represents and warrants to Pledgee
      that
      (i)
      all
      of
      the [
      capital stock ] of
      the
Company
      now
      owned
      by Pledgor
      is
      presently represented by the certificates listed below, which certificates,
      with
undated
      assignments
      separate from certificate
      or stock powers duly
      executed in blank by Pledgor,
      are
      being delivered to Pledgee,
      simultaneously herewith (or have been previously delivered to Pledgee),
      and
(ii)
      after
      giving effect to this addendum, the representations and warranties set forth
      in
      Section 3
      of
      the
Pledge
      Agreement are
      true,
      complete and correct as of the date hereof.

    


    Pledged
      Shares

    


    
      	
               

              Name
                of

              the
                Pledged Entity

            	 	
               

               

              Class
                of Equity Interest

            	 	
               

               

              Certificate
                No.

            	 	
               

               

              No.
                of Shares

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    IN
      WITNESS
      WHEREOF, Pledgor
      has
      executed this Addendum this ___ day of ____________.

     

    
      	
              PLEDGOR:

            
	 
	
              OPTIONS MEDIA GROUP HOLDINGS, INC.,

            
	
              a
                Nevada corporation

            
	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        3