|PLEDGE AND SECURITY
AGREEMENT
|-----------------------------

THIS PLEDGE AND SECURITY AGREEMENT (this
"Pledge Agreement") is made in reliance of the recitals set forth hereinbelow
and entered into as of January 25, 2005 between Randolph S. Hudson, an
individual principally residing in the State of New York ("Hudson", "Borrower,"
or "Pledgor"), entitled to receive mail at Post Office Box 202, Wyoming, New
York 14591 and James W. Margulies, an individual principally residing in the
State of Ohio ("Margulies," "Lender," or "Pledgee"), entitled to receive mail at
Suite 250, 30100 Chagrin Boulevard, Pepper Pike, Ohio 44124.



|W
      I T N E S S E T H,
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WHEREAS, Hudson purchased Ninety-two and
one-half of one Percent (92.5%) of the total issued and outstanding common
voting equity securities of Cartoon Acquisition Corporation, a United States
corporation organized under the laws of the State of Delaware ("Cartoon") under
that certain Common Stock Purchase Agreement (the "Agreement) of even date
herewith; and

WHEREAS, under the terms of that certain
Agreement, Hudson issued Margulies a promissory note (the "Note"), which
requires Hudson to pay Margulies the sum of $100,000, without interest, on or
before May 24, 2005; and

WHEREAS, as the result of entering into and
consummating that certain Agreement, Pledgor is the owner of certain shares of
the common stock of Cartoon (the "Shares"), which Shares Pledgor desires to
pledge to Pledgee, and Pledgee desire to accept, as collateral security for
Borrower's payment under that certain Note; and

WHEREAS, where applicable, the apparent
consent by the Parties to that certain Agreement and to this Pledge Agreement is
(a) free, (b) by mutual consent, and (c) communicated by each party to the
other, and, where such apparent consent was not obtained from one party by the
other by means of duress, menace, fraud, undue influence, or mistake;
and

WHEREAS, pursuant to that certain Agreement
and to this Pledge Agreement, Pledgee has agreed to accept an evidence of
indebtedness due Pledgee by Pledgor under the terms and provisions evidenced
hereby;

NOW, THEREFORE, in consideration of the
premises and of the covenants herein contained, the Parties hereby agree as
follows:

1. Pledge of Securities. As security for the full and prompt
performance of all of the obligations (as defined in Section 3, below), Pledgor
hereby pledges to Pledgee a security interest to Pledgee's reasonable
satisfaction, representing 185,000 shares of Cartoon common stock (the

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"Pledged Stock"), including any proceeds from the sale of the
Pledged Stock, and any and all new substituted or additional assets acquired in
respect of the Pledged Stock (the "Collateral").

2. Voting Rights Retained by Pledgor Until Default. To become
effective only upon the final and absolute default of the obligation (as defined
in Section 3, below) by Borrower, Pledgor does hereby irrevocably appoint
Pledgee as the custodian with respect to the Pledged Stock pledged hereunder as
Collateral with full authority to use such Pledged Stock; provided, however,
that this Pledge Agreement shall be operative only upon the occurrence of a
final and absolute default in the

Margulies Pledge and Security Agreement, January 25, 2005, Page 1
of 4

performance of the obligation (as defined in Section 3, below), and
so long as such default continues, this authorization shall be irrevocable for
so long as the obligation (as defined in Section 3, below) remains in
existence.

3. Obligations Secured. The Pledge of the Collateral is made by
Pledgor to secure performance of the following described obligations with
respect to Pledgor (the "Obligation"): the payment of all principal and any
interest thereon owed by Borrower to Pledgee pursuant to the Note, and all of
the covenants and conditions of the Note and of the Agreement.

4. Prioritized Recourse. In the event of any default of the
obligation by Borrower, Pledgee's first recourse shall be its resort to the
Collateral, and then to the Borrower under the Obligation.

5. Default. Subject to Section 4, above, upon the occurrence of any
default under the Obligation, Pledgee shall thereupon and thereafter have any or
all of the rights and remedies to which a secured party is entitled in the event
of and after default under the provisions of the United States Uniform
Commercial Code - Secured Transactions, as are now in effect. In addition to
those rights and remedies, Pledgor agrees that Pledgee may in its sole
discretion do or cause to be done in any one or more of the
following:

(a) proceed to realize upon the Collateral in any manner or
priority;

(b) sell, assign and deliver all or any part of the Collateral in
any manner permitted by law, at any time and from time to time, at public or
private sale, with or without demand and with or without notice or
advertisement; for cash, upon credit or for future delivery, as the Pledgee
shall deem appropriate. The

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Pledgee shall have the right to assign, transfer, and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of the Pledgor; and

(c) if notice to Pledgor is required, give written notice
to the Pledgor not less than 30 (thirty) days prior to the date of public sale
of the Collateral or prior to the date after which private sale of the
Collateral will be made.

6. Application of Proceeds of Sale. The proceeds of the
sale of Collateral sold pursuant to Section 5, above, shall be applied by the
Pledgee as follows:

First: to the payment of the costs and
expenses of such sale, including the out-of-pocket expenses of the Pledgee and
the reasonable fees and out-of-pocket expenses of counsel employed in connection
therewith, and to the payment of all advances made by the Pledgee for the
account of the defaulting Pledgor hereinunder in the payment of all costs and
expenses incurred by the Pledgee in connection with the administration and
enforcement of this agreement;

Second: to the payment-in-full of all
indebtedness under the Obligation, in the order of priority and in the manner
therein specified; and

Third: the remainder, if any, to the Pledgor.

7. Remedies. Except as otherwise provided herein, no remedy
made available to any party hereto by any of the provisions of this Agreement is
intended to be exclusive of any other remedy, and each

Margulies Pledge and Security Agreement, January 25, 2005,
Page 2 of 4

and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

8. Final Release of Collateral. Upon Pledgor's performance
in full of the Obligation, all right, title and interest in and to the
Collateral of Pledgor shall completely revest in Pledgor and Pledgee will
execute and deliver any documents and instruments necessary to accomplish such
revesting.

9. Further Assurances. Upon demand, Pledgor shall execute
and deliver to Pledgee such instruments and documents as Pledgee may deem
reasonably necessary or advisable to confirm or perfect the rights of the
Pledgee under this Pledge Agreement and Pledgee's interest in and to the

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Collateral. Pledgor shall take all necessary actions to
preserve and protect the security interest created hereby as a lien and
encumbrance upon the Collateral.

10. Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be sent by Certified or
Registered Mail, return-receipt requested, or by commercial courier to the
Parties hereto at their respective addresses set forth at the beginning of this
Pledge Agreement, or to such other person and place as either party hereto shall
designate for itself by notice to the other party.

11. Binding Effect. This Pledge Agreement shall be binding
upon and inure to the benefit to the Parties hereto, their respective heirs,
successors, personal representatives and permitted assigns.

12. Entire Agreement. This Pledge Agreement (including the
recitals set forth at the beginning hereof), together with the Note, represents
the entire Agreement and understanding between the Parties hereto with respect
to the credit accommodation, which is the subject matter hereof and which
supersedes all prior agreements, understandings, discussions and negotiations.
ThisAgreement may not be amended, supplemented, or otherwise
modified except in a writing signed by the Parties hereto.

13. Headings. The headings in this Agreement are for the
purpose of reference only and shall not limit or otherwise effect the
interpretation of this Agreement.

14. Severability. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal, or
unforeseeable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Pledge Agreement, and this Pledge
Agreement shall be construed as such invalid, illegal or unenforceable
provisions had never been contained herein; provided that such invalid, illegal
or unenforceable provisions shall be first curtailed, limited or eliminated to
the extent necessary to remove such invalidity, illegality, or unenforceability
with respect to applicable law as it shall then be applied.

15. Waiver. Any waiver of, or promise not to enforce, any
right under this Pledge Agreement shall not be enforceable unless evidenced by a
writing signed by the party hereto making said waiver or promise.

16. Applicable Law. This Pledge Agreement has been executed
and shall be construed and enforced in accordance with the laws of the State of
New York, irrespective of its conflict of laws rules.

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Margulies Pledge and Security Agreement, January 25, 2005, Page 3
of 4

17. Counterparts. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one in the same instrument.

18. Facsimile Signatures. The Parties hereto agree that the
transmission to the other party with the transmitting party's facsimile
signature shall suffice to bind the party signing and transmitting the same to
this Pledge Agreement in the same manner as if the Pledge Agreement with the
original signature had been duly delivered. Without limitation of the foregoing,
each party who transmits this Pledge Agreement with its facsimile signature
covenants to deliver the original thereof to the other party as soon as possible
thereafter.

IN WITNESS WHEREOF, the Parties hereof have
duly executed this Pledge Agreement as of the date first above
written.



|RANDOLPH S, HUDSON("Pledgor")
|-----------------------------



|/s/ Randolph S.
      HudsonRandolph S.
      Hudson
|----------------------------------------------------



|JAMES W. MARGULIES("Pledgee")
|-----------------------------



|/s/ James W.
      MarguliesJames W.
  Margulies
|------------------------------------------------

Margulies Pledge and Security Agreement, January 25, 2005, Page 4
of 4

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