|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 May 10, 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 Financial Technology Research Corporation, a Colorado corporation
("Fintek," "Lender," or "Pledgee"), entitled to receive mail at 5485 West
Flamingo Road, Suite 162, Las Vegas, Nevada 89103.



|W I T N E S S E T H,
|--------------------

WHEREAS, Hudson purchased 90.6% (Ninety and
six-tenths percent) of the total issued and outstanding common voting equity
securities of Mercosur Telephone & Telegraph Co., Inc., ade factoDelaware corporation
("Mercosur") under that certain Common Stock Purchase Agreement (the "Agreement)
of even date herewith; and

WHEREAS, under the terms of that certain
Agreement, Hudson issued Fintek a promissory note (the "Note"), which requires
Hudson to pay Fintek the sum of $35,000, without interest, on or before the
occurrence of the sooner of two events (as set forth and described in that
certain Note) (the "Obligation"); 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 Mercosur (the "Shares"), which Shares Pledgor desires to
pledge to Pledgee, and Pledgee desire to accept, as collateral security for
Borrower's satisfactory performance under that certain Note; and

WHEREAS, where applicable, the apparent consents
by the parties to that certain Agreement and to this Pledge Agreement are (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 grants a security interest to Pledgee in 1,000,000.00
      shares of Mercosur common stock owned by Pledgor (the "Pledged Stock"),
      including any proceeds from the sale 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
|  

Fintek
Pledge and Security Agreement, May 10, 2005, Page 1 of 4

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|   | 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. Notwithstanding the occurrence of a default by
      Pledgor, and any subsequent action occurring therefrom, it is expressly
      understood that Pledgor shall retain all rights to vote his shares of the
      Pledged Stock and, in every respect, to be identified as the owner of the
      Pledged Stock, subject to the disclosure by the Pledgor of the existence
      of the security interest granted in the Pledged Stock to the Pledgee
      hereunder.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 that certain
      Agreement.                                                                                                                                                                                                                                                                                                                        
|  
|4. | Prioritized Recourse.In the event of Borrower's default
      hereunder, 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 any one or more
      of the following:                                                                                                                                                   
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|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

Fintek
Pledge and Security Agreement, May 10, 2005, Page 2 of 4

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| | 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 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
      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. This Agreement 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 or unenforceability shall
      not affect any other provisions of this Pledge Agreement, and this Pledge
      Agreement shall be construed as such invalid or unenforceable provisions
      had never been contained herein; provided that such invalid or
      unenforceable provisions shall be first curtailed, limited, or eliminated
      to the extent necessary to remove such invalidity 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   

Fintek
Pledge and Security Agreement, May 10, 2005, Page 3 of 4

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|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 accordance
      with the provisions written in section 10 hereinabove.
|   

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.
      Hudson
|----------------------------------------------------------------------



|_____________________________________________Randolph S.
      Hudson
|---------------------------------------------------------------------

FINANCIAL
TECHNOLOGY RESEARCH CORPORATION, a Colorado corporation
("Pledgee")

/s/ Neal R.
Bruckman



|______________________________________________Neal R.
      BruckmanPresident
|-----------------------------------------------------------------------------

Fintek
Pledge and Security Agreement, May 10, 2005, Page 4 of 4

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