EXHIBIT 10.4


THE  INTEREST  IN THE  SECURITIES  (AND  THE  SECURITIES)  CONTEMPLATED  IN THIS
AGREEMENT  HAS BEEN  ACQUIRED  FOR  INVESTMENT  AND NOT  WITH A VIEW  TO,  OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER THAT SUCH  REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


                                PLEDGE AGREEMENT


         THIS PLEDGE AGREEMENT ("Agreement"),  made effective as of December 14,
2001, is executed by Tom Djokovich, an individual  ("Pledgor"),  in favor of NET
INTEGRATED SYSTEMS LTD., a Bermuda corporation ("NIS"), as holder of a note made
by ACCESSPOINT CORPORATION, a Nevada corporation ("APC"). NIS, as holder of said
note,  is sometimes  referred to herein as "Holder."  Pledgor  and/or Holder are
sometimes  herein referred to individually as a "party" and  collectively as the
"parties."

                                 R E C I T A L S
                                 - - - - - - - -

         WHEREAS,  this  Agreement  is entered  into in  connection  with a loan
("Loan") from Holder to APC,  evidenced by that certain Revolving Line of Credit
Secured Promissory Note of even date (the "Note");

         WHEREAS,  Holder  and APC have  concurrently  herewith  entered  into a
Secured  Loan  Agreement  for the  extension  of  credit to APC  ("Secured  Loan
Agreement");

         WHEREAS, Pledgor is a significant  shareholder of APC and  desires that
APC obtain the Loan;

         WHEREAS, Holder is willing to extend the said credit facility only upon
the  pledge by  Pledgor of all of a security  interest  in  Pledgor's  shares of
common stock of APC as additional collateral to secure the repayment of the Loan
as evidenced by the Note and Secured Loan Agreement; and

         WHEREAS,  Pledgor has concurrently herewith granted Holder an option to
purchase its shares of common stock of APC on certain terms and  conditions  and
Pledgor and Holder have entered into a separate Stock Option Agreement  ("Option
Agreement")  and Pledgor is willing to pledge such shares as further  assurances
of performance under the Option Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  and for  other
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Pledgor hereby agrees as hereinafter provided.


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<PAGE>


                                   AGREEMENT


1.       PLEDGE.  Subject to the terms and conditions of this Agreement, Pledgor
hereby pledges and assign to Holder, as security for the Secured Obligations (as
defined below), all of Pledgor's right, title and interest, whether now existing
or hereafter arising, in and to the following (collectively, the "Collateral"):

         1.1      Those  shares  of common  voting stock  of APC  identified  on
Exhibit "A" attached hereto and made a part hereof ("Shares");

         1.2.     All proceeds from the sale of any and all of the Shares;

         1.3.     All tangible and intangible personal property of whatever kind
that is owned by the Pledgor  and  relates to the  Shares,  whether or not it is
delivered to the Holder, including all incidents of ownership of all Shares, and
all custody contracts, trust agreements, and Option Agreements pertaining to any
of the foregoing; and

         1.4.     All proceeds of any of the foregoing.

         Any and all contracts and other documents now or hereafter  included in
the  Collateral  shall be  collectively  referred  to herein as the  "Collateral
Documents."

2.       OBLIGATIONS  SECURED.   This  Agreement  secures the prompt payment and
performance of each of the following (collectively, the "Secured Obligations"):

         2.1.     The indebtedness evidenced by the Note;provided, however, that
the  indebtedness  under the Note for which the  Collateral  shall be pledged as
security  hereunder  shall in no  circumstance  exceed  the sum of Five  Million
Dollars  ($5,000,000.00) and the Collateral shall not be subject to indebtedness
under the Note in excess of such amount;

         2.2.     Pledgor's obligations under the  Option  Agreement, including,
without limitation, the stock purchase option granted Holder therein;

         2.3.     Pledgor's obligations hereunder;

         2.4.     All other obligations owing to Holder, but only to  the extent
that any such obligation is described or referred to in a document,  executed by
Pledgor at  Holder's  request,  which  states  that such  obligation  is secured
hereby; and

         2.5.     Any and all amendments,  extensions and other modifications of
any of the foregoing,  including without limitation  amendments,  extensions and
other  modifications  that are evidenced by new or additional  documents or that
change the rate of interest on any of the Secured Obligations.

3.       REPRESENTATIONS AND WARRANTIES.  Pledgor hereby represents and warrants
to Holder that,

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<PAGE>


as of the effective date of this Agreement:

         3.1      Pledgor is the  legal and equitable  owner of the  Collateral,
free and clear of all liens,  encumbrances  and other rights and claims of other
persons,  other than the rights granted under the Option  Agreement and Holder's
interests hereunder.

         3.2      No consent, license,  approval, or authorization of, exemption
by, or  registration  with any  governmental  instrumentality  is required to be
obtained by Pledgor in connection with the execution, delivery,  performance, or
enforceability of this Agreement,  except the delivery to the Holder of the Note
and the filing of a Uniform Commercial Code financing statement in the Office of
the Secretary of State of California to perfect the security interest created by
this  Agreement;  and no consent of any other party is  required  for any of the
foregoing.

         3.3      To the best actual current knowledge  of Pledgor,  and subject
to compliance  with all securities  reporting and  shareholder  proxy and voting
laws rules, and regulations,  the execution,  delivery,  and performance of this
Agreement  does not and will not violate any  provision of any  applicable  law,
rule or  regulation  or of any  order,  judgment,  writ,  award or decree of any
court,  arbitrator,  or  governmental  instrumentality,   domestic  or  foreign,
applicable to Pledgor, or of any indenture,  contract,  agreement (including any
trust  agreement),  or other  undertaking  to which  Pledgor is a party or which
affects  the  Collateral  and does not and will not  result in the  creation  or
imposition of any lien,  charge,  or encumbrance on or security  interest in the
Collateral except as contemplated by this Agreement.

4.       COVENANTS OF PLEDGOR.  Pledgor hereby covenants and agrees as follows:

         4.1      Pledgor   shall  keep  the  Collateral  free  of   all  liens,
encumbrances and other claims (excepting the Option Agreement), shall diligently
enforce  Pledgor's  rights under all  Collateral  Documents,  and shall take all
actions which are reasonably necessary (and/or reasonably required by Holder) to
maintain,  preserve  and protect the  Collateral  and  Holder's  interests  with
respect thereto.

         4.2      Pledgor shall not, except as provided  for in this  Agreement,
without  Holder's  prior  written  consent,  which may be  withheld  in Holder's
absolute  discretion,  sell,  transfer,  encumber  or  otherwise  dispose of any
Collateral  or any interest  therein (or  contract to do any of the  foregoing).
Holder shall be deemed to have consented to any transfer of the Shares  pursuant
to exercise of the Option Agreement.

         4.3      Pledgor shall not,  without  Holder's  prior written  consent:
(i) amend,  supplement,  terminate or otherwise modify any Collateral  Document;
(ii) release,  relinquish or waive any right,  or grant any approval or consent,
with respect to any Collateral Document;  iii) enter into any new agreement with
respect to any  Collateral;  or (iv) take any other  action with  respect to any
Collateral  which is  inconsistent  with this  Agreement  or which could  impair
Holder's  interests  hereunder.  Any  such  termination,  modification,  waiver,
approval or other action taken  without such prior  consent  shall,  at Holder's
option, be void.

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<PAGE>

         4.4      Pledgor shall, at  Pledgor's sole expense, defend all actions,
proceedings  and  other  claims  affecting  the  Collateral,  including  without
limitation  actions,  proceedings and claims challenging  Pledgor's title to the
Collateral or the validity or priority of Holder's rights  hereunder,  and shall
reimburse  Holder on demand  for all costs and  expenses,  including  reasonable
attorneys'  fees,  incurred by Holder in any such action or  proceeding in which
Holder may appear.

         4.5      Pledgor shall keep accurate and complete  records with respect
to the Collateral and shall,  if required by Holder from time to time,  promptly
deliver  reports to Holder with respect to the  Collateral in form and substance
reasonably satisfactory to Holder.

         4.6      Pledgor  shall  diligently  comply  with all laws  relating to
the Collateral,  and with the terms of all Collateral Documents,  including, but
not limited to promptly  paying all taxes,  assessments,  license fees and other
public and private charges levied or assessed against any Collateral.

         4.7      As soon as practicable, and in any event within three (3) days
of Pledgor's  learning thereof,  Pledgor shall, to the extent Pledgor shall have
actual  knowledge,  notify Holder of: (i) any  attachment or other legal process
levied against any of the  Collateral;  or (ii) any event or other  circumstance
which  could  materially  and  adversely  affect  the  value  of any  Collateral
(excluding  market or  quotation  fluctuations  in the price of the  Shares)  or
Holder's rights or remedies with respect thereto.

         4.8      At  any  time  and  from  time to time, upon demand by Holder,
Pledgor  shall  execute,  deliver,  acknowledge,  file and/or record any notice,
financing  statement,  continuation  statement,  assignment or other document or
agreement  that  Holder  reasonably  deems  necessary  or  advisable  to create,
preserve,  continue  or perfect  any  security  interest  intended to be created
hereunder or to otherwise enable Holder to enforce its rights hereunder. Pledgor
shall deliver to Holder a UCC- 1 financing  statement  filed on behalf of Holder
and assigned to Holder.

         4.9      Pledgor  shall  cooperate  in  good   faith  with   Holder  to
facilitate Holder's exercise of its rights and remedies set forth herein.

5.       PERFORMANCE  OF  PLEDGOR'S  OBLIGATIONS BY HOLDER.  In  the  event that
Pledgor fails to perform any obligation set forth herein,  Holder may, but shall
not be obligated to,  perform the same, and the cost thereof shall be payable by
Pledgor to Holder on demand  and shall  bear  interest  at the  default  rate of
interest  set forth in the Note (or, if there is no such  default  rate,  at the
rate of interest set forth in the Note).

6.       EVENTS OF DEFAULT.

                  The occurrence of any of the following shall, after Holder has
first enforced and reasonably exhausted all of its rights and remedies under the
Secured Loan Agreement, constitute an "Event of Default" hereunder:

         6.1.     The occurrence of a default under the Note;

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<PAGE>

         6.2.     Default in any  obligation  secured  hereby  from time to time
(subject to any applicable cure period);

         6.3.     Default in any obligation contained herein; and

         6.4.     Any  statement,  representation  or  warranty made  by Pledgor
herein or in any document secured hereby proves to have been false or inaccurate
m any material respect when made.

7.       RIGHTS AND REMEDIES. While any Event of Default remains uncured, Holder
shall,  subject to the provisions of Section 8 hereof, have all of the following
rights and  remedies,  each of which may be  exercised  with or without  further
notice to Pledgor:

         7.1.     To foreclose  Holder's security  interests in any  and/or  all
Collateral by any available judicial procedure or without judicial process;

         7.2.     To declare any  and/or all Secured Obligations immediately due
and payable;

         7.3.     To  appropriate  any and/or all of the Collateral and apply it
against any Secured Obligations then due, in such order of application as Holder
chooses in its absolute discretion;

         7.4.     To collect interest, dividends,  principal  and all other sums
payable upon or on account of the Collateral;

         7.5.     To notify any person  obligated with respect to any Collateral
that the same has been  assigned to Holder and that all payments  thereon are to
be made to Holder;

         7.6.     To renew,  extend,  amend or otherwise  modify any Collateral;
to accelerate, release, settle, compromise, collect or liquidate any Collateral;
to enter into agreements  with respect to any  Collateral;  to give consents and
waivers with respect to any  Collateral;  to enforce  payment and  prosecute any
action or proceeding with respect to any Collateral;  and to otherwise  exercise
rights and remedies and act with respect to any Collateral as if it were the
owner thereof,

         7.7.     To take possession of  the Collateral with or without judicial
process,  and to enter any premises  where any Collateral may be located for the
purpose of taking possession of the Collateral;

         7.8.     To  endorse, in the name of Pledgor or otherwise, any  checks,
notes and other  evidences  of payment  relating  to the  Collateral,  and/or to
transfer any Collateral into the name of Holder or its nominee(s); and

         7.9      To exercise any and all other rights and remedies  that Holder
may have by law or under any applicable agreement,  including without limitation
all rights and remedies of a secured party under any applicable commercial code.



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<PAGE>

8.       SECURED LOAN AGREEMENT.  Holder  shall  first  enforce  and  reasonably
exhaust all of its rights and remedies under the Secured Loan  Agreement  before
enforcing any of its rights or remedies under this Agreement.

9.       APPLICATION OF PROCEEDS.  The  net  cash  proceeds of  any  collection,
liquidation,  sale or other disposition of Collateral by Holder shall be applied
first to  expenses  incurred  by Holder  in  connection  with  such  collection,
liquidation  or other  disposition  (including  without  limitation  expenses of
retaking,  holding,  storing,  processing,  preparing for sale and selling,  and
reasonable  attorneys  fees),  and then to other Secured  Obligations  then due,
application as to particular Secured Obligation or against principal or interest
to be in Holder's absolute discretion.

10.      EQUAL ENFORCEMENT. It is the intent of the parties  that each of Tom M.
Djokovich, Access Holdings Limited Partnership,  and Alfred Urcuyo, shall pledge
shares of common  voting stock of APC as security  for the Secured  Obligations.
Holder shall  enforce the pledge and  security  interest  created  hereby in the
Shares equally,  share-for-share  and  dollar-for-dollar,  against all shares of
common voting stock of APC pledged by any and all parties as collateral  for the
Secured Obligations.  Without limiting in any way Holder's rights granted herein
in the event of a default, and subject to those rights, Holder shall not release
any collateral,  especially any shares of common voting stock of APC, pledged as
security  for the Secured  Obligations  without the prior  written  consent of a
majority  in  interest  among  Tom  M.  Djokovich,   Access   Holdings   Limited
Partnership, and Alfred Urcuyo

11.      CUMULATIVE REMEDIES.  Holder's rights and remedies  hereunder and under
the Secured Loan Agreement  are,  subject to the provisions of Section 8, above,
cumulative  and in  addition  to all  rights  and  remedies  provided  by law or
otherwise  from time to time and each  such  right or  remedy  may be  exercised
concurrently or independently and as often as Holder deems advisable.

12.      NO IMPLIED  WAIVERS.  No waiver of any default  hereunder  or under any
Loan  Document  shall be implied  from any  omission by Holder to take action on
account of such  default if such default  persists or is repeated.  No waiver of
any default  shall affect any default other than the default  expressly  waived,
and any such  waiver  shall  be  operative  only for the time and to the  extent
stated.  Holder's  consent to or  approval  of any act by  Pledgor  shall not be
deemed to waive or render  unnecessary  Holder's  consent to or  approval of any
subsequent act. Failure or discontinuance of Holder, at any time or from time to
time, to collect the payments  under any  Collateral  Document  shall not in any
manner  affect the  subsequent  enforcement  by Holder of its  right,  power and
authority to collect them.

13.      ACTIONS BY HOLDER FOLLOWING  DEFAULT BY  PLEDGOR.   While  any Event of
Default remains  uncured,  Holder shall,  subject to the terms and conditions of
this Agreement,  have the right (but no obligation) to take such actions (in its
name or in Pledgor's name) as Holder  reasonably  deems  appropriate to cure any
default by Pledgor  under any  Collateral  Document or to otherwise  protect the
rights and interests of Pledgor and/or Holder with respect thereto. Holder shall
incur no  liability  as a result of any such  action if such  action is taken in
good faith in accordance with the foregoing, and Pledgor shall defend, indemnify
and hold Holder harmless from and against all claims, demands, causes of action,
liabilities,  losses, costs and expenses (including costs of


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<PAGE>


suit and reasonable attorneys' fees) arising from or in connection with any such
good faith action.

14.      ATTORNEY-IN-FACT.  Pledgor  hereby  appoints  Holder as Pledgor's  true
and lawful  attorney-in-fact  upon the occurrence of an Event of Default and the
creation of enforcement  rights hereunder pursuant to Section 7 for the purposes
(i) of carrying out the provisions of this Agreement; (ii) of taking all actions
and executing all documents that Holder  reasonably deems necessary or advisable
to  accomplish  the  purposes  of this  Agreement  and/or  to  protect  Holder's
interests  hereunder;  and (iii) while any Event of Default remains uncured,  of
enforcing Pledgor's rights and/or performing Pledgor's  obligations (in Holder's
name or in Pledgor's name) under any Collateral Document. In furtherance of item
(iii),  above,  Pledgor shall deliver to Holder,  upon Holder's demand while any
Event of Default remains uncured, all documents which Holder reasonably requires
to permit  Holder's  succession to Pledgor's  interests,  and to facilitate  the
enforcement  by Holder of  Pledgor's  rights,  with  respect  to any  Collateral
Document.  The power of attorney  granted  hereunder is coupled with an interest
and is irrevocable.  Pledgor shall execute a stock power or assignment  document
separate  from  certificate  with  regard to the Shares in the form set forth in
Exhibit "B" attached hereto and made a part hereof; provided, however, the stock
power or assignment  document shall not be deemed  delivered or otherwise become
effective  (or  constitute a transfer of any interest in the Shares)  unless and
until the occurrence of an Event of Default which remains uncured.  Holder shall
hold the above stock power or assignment  document in trust in  accordance  with
the forgoing  provisions,  which shall  constitute  specific  instructions  from
Pledgor.  Holder shall give Pledgor five (5) days' prior  written  notice of any
exercise, use or enforcement of the stock power or assignment document.  Pledgor
shall, upon the occurrence of an Event of Default which remains uncured, execute
and deliver such other or further  document or instruments as may be required by
APC's stock transfer agent in order to effect the transfer of the Shares to
Holder hereunder.

15.      SPECIFIC ASSIGNMENTS AND CONSENTS.   Upon  Holder's demand from time to
time,  (i)  Pledgor  shall  execute  and  deliver  to  Holder an  assignment  of
contract(s),  in form and substance  satisfactory to Holder,  which specifically
describes  one or more of the  Collateral  Documents  and (ii) in the event that
Holder  succeeds  to  Pledgor's  interests  and the  consent of a third party is
necessary  for such  assignment,  Pledgor shall use their best efforts to obtain
and deliver to Holder a consent,  in form and substance  satisfactory to Holder,
pursuant to which such third party  consents  to such  assignment  and agrees to
recognize Holder as Pledgor's successor.

16.      HOLDER'S COSTS AND EXPENSES. Pledgor shall reimburse Holder within five
(5)  days  following  written  demand  for all  costs  and  expenses  (including
reasonable   attorneys'   fees)  incurred  by  Holder  in  connection  with  the
enforcement  of this  Agreement  and the  exercise  of its rights  and  remedies
hereunder.  Such reimbursement  obligations shall bear interest from the date of
demand at the default rate of interest set forth in the Note (or, if there is no
such default rate, at the rate of interest set forth in the Note).

17.      RIGHTS  AND OBLIGATIONS  OF THE  PARTIES WITH  RESPECT  TO  COLLATERAL.
Neither Holder's  acceptance of the security interests granted hereunder nor any
exercise by Holder of its rights and remedies hereunder shall be deemed to be an
assumption  by Holder of any  obligation or liability of Pledgor under the terms
of any Collateral Document, and Pledgor shall defend,

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<PAGE>

indemnify and hold Holder harmless from and against all claims,  demands, causes
of action, liabilities,  losses, costs and expenses (including costs of suit and
reasonable  attorneys'  fees)  arising  from  or in  connection  with  any  such
obligation or liability.  Holder's obligations with respect to Collateral in its
possession  shall be  limited  to the duty to  exercise  reasonable  care in the
custody and  preservation of such  Collateral;  provided,  however,  that Holder
shall have no duty to take any steps to preserve  the rights of Pledgor  against
other persons,  or to initiate any action to protect  against any decline in the
market value of any Collateral. Holder shall not be obligated to take any action
requested by Pledgor with  respect to any  Collateral  unless such request is in
writing and Holder determines that the requested  action(s) could not impair the
value of the  applicable  Collateral as security for the Secured  Obligations or
otherwise impair Holder's  interests  hereunder.  Upon any transfer by Holder of
any or all of the Secured  Obligations,  Holder may  transfer  any or all of the
Collateral   and  shall   thereupon  be  fully   discharged   of  liability  and
responsibility  with respect to the Secured  Obligations  and/or  Collateral  so
transferred;  but Holder  shall  retain  all  applicable  rights  and  interests
hereunder  with respect to any Secured  Obligations  and/or  Collateral not then
transferred.

18.      SECURITIES  COMPLIANCE.  Notwithstanding  anything  contained  in  this
Agreement to the  contrary,  this  Agreement,  and the rights  granted to Holder
hereunder, shall be, and are, expressly subject to all SEC and securities, laws,
rules,  regulations  and reporting and  disclosure  requirements,  to the extent
applicable to the Pledgor, the Shares,  and\or APC as a reporting company (or to
any of its subsidiaries),  including, but not limited to, shareholder voting and
proxy  solicitation  rules.  All  assignments,   sales,   transfers,   or  other
dispositions  of the  Shares  hereunder  shall  be made in  compliance  with all
applicable securities laws, rules and regulations,  and pursuant to registration
of securities under the Securities Act of 1933 ("Act") (and qualification  under
General  Corporation  Law  of  California)  or  pursuant  to an  exemption  from
registration under the Act (and qualification  under General  Corporation Law of
California).  Holder  acknowledges  that  the  Shares  may  be  subject  to  the
restrictions  on transfer set forth in Rule 144 of the Rules  promulgated  under
the Act. Any and all offers, sales, transfer or other dispositions of the Shares
shall be made only in  compliance  with Rule 144.  Holder  shall comply with all
policies and procedures established by the APC with regard to Rule 144 matters.

19.      TERMINATION; RELEASE OF COLLATERAL. Notwithstanding anything  contained
herein to the contrary, the pledge, assignment of, and security interest in, the
Collateral  (including the Shares) created or granted  hereunder shall terminate
with regard to Shares  which are also made subject to the Option  Agreement  and
the Option granted  thereunder,  and, which Option Holder shall have  determined
not to  exercise  after call as set forth at Section 6 of the Option  Agreement.
Holder  shall  execute,  acknowledge  and  deliver  to  Pledgor  such  financing
termination  statements documents as Pledgor may reasonably request from time to
time with  regard to any pledge,  assignment  or  security  interest  terminated
hereunder.


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<PAGE>


20.      MISCELLANEOUS.

         20.1     NOTICES.  Any notices or demands  required to be given  herein
or desired to be given by any party to the others  shall be in writing and shall
be either personally delivered, sent by nationally recognized overnight courier,
facsimile  transmission,  or mailed  through the United States Postal Service by
registered or certified mail, postage prepaid,  return receipt requested, to the
parties and their respective designees at the following addresses:


                  If to Pledgor:

                           Tom Djokovich
                           23332 Vista Carillo
                           Laguna Nigel, CA 92677

                  With copy to (which copy shall not constitute notice);

                           ACCESSPOINT CORPORATION
                           38 Executive Park, Suite 350
                           Irvine, CA 92614
                           Telephone: (949) 852-8526
                           Facsimile:  (949) 852-8527



                  If to Holder:

                           NET INTEGRATED SYSTEMS, INC.
                           Sofia House
                           48 Church Street
                           Hamilton HM GX
                           BERMUDA

                  With a copy (which copy shall not constitute notice) to:

                           Mr. William R. Barber
                           c/o  Sheraton Gateway Hotel
                           Penthouse Suite
                           6101 W. Century Boulevard
                           Los Angeles, California 90045
                           Telephone:  (310) 642-4087
                           Facsimile:  (310) 649-1156

or such other address as any person named above  designates to the others in Any
notice  given in a manner  set forth  above  shall be deemed  (i) if  personally
delivered,  the  notice  shall  be  effective  on the  date  delivered,  (ii) if
transmitted  via facsimile,  the notice shall be effective on the date received,
(iii) if sent by nationally  recognized  courier within the United  States,  the
notice  shall be effective  one (1)  business day after it is sent,  and (iv) if
mailed through the United States Postal


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<PAGE>


Service by  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested,  the notice shall be effective three (3) business days after the date
of deposit with said Service.

         20.2.    SEVERABILITY. If any provision of this agreement is determined
to be invalid or  unenforceable  by any court of final  jurisdiction,  it is the
intent of the parties that all other  provisions of this  agreement be construed
to remain fully valid,  enforceable,  and binding on the parties. The invalidity
of any Section or Subsection  shall not affect the validity of any other Section
or Subsection.

         20.3.    SECTION  HEADINGS.   The Section  headings  contained  in this
Agreement are for convenient  reference only and shall not in any way affect the
meaning or interpretation of this Agreement.

         20.4.    COUNTERPARTS.  This  Agreement may  be executed in one or more
counterparts,  each  of,  which  shall  be  deemed  to be an  original,  and the
counterparts shall together constitute one and the same instrument.

         20.5.    ENTIRE AGREEMENT;BINDING EFFECT. This Agreement, including all
Schedules,   Addendums,   Exhibits   and   attachments,   embodies   the  entire
understanding and agreement of the parties  concerning the subject matter.  This
Agreement  shall be  binding  upon and shall  inure  only to the  benefit of the
parties and their respective successors and assigns.  Nothing in this Agreement,
express or implied,  is intended to confer or shall be deemed to confer upon any
persons or entities (not parties to this Agreement) any rights or remedies under
or by reason of this Agreement.

         20.6.    RECOVERY  OF LITIGATION COSTS.  If  any  legal  action  or any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or   because   of  an   alleged   dispute,   breach,   default   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the successful or prevailing party or parties shall be entitled to recover as an
element of their damages, reasonable attorneys' fees and other costs incurred in
that action or proceeding,  in addition to any other relief to which they may be
entitled.

         20.7.    SURVIVAL. All representations and warranties shall survive the
execution of this Agreement.

         20.8.    AUTHORITY.  Each  of  the  respective  persons  executing this
Agreement  here  covenants  and  warrants he has full legal  power,  right,  and
authority to enter this transaction.

         20.9.    CONSTRUCTION.   The  parties  agree that  each  party and  its
counsel  have  received  and  revised  this  Agreement  and  that  any  rule  of
construction  to the effect  that  ambiguities  are to be  resolved  against the
drafting  party shall not apply in the  interpretation  of this Agreement or any
amendments, Schedules, Addendums or Exhibits thereto.

         20.10.   GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of California  without regard to or
application of conflict of laws or choice of law rules.


                                       10

<PAGE>


         20.11.   VENUE.    Venue  for  any  action  brought  regarding   the
interpretation  or enforcement of this  Agreement  shall lie  exclusively in Los
Angeles County, California.

         20.12.   FORUM SELECTION. Any litigation shall be brought and litigated
in the state courts sitting in Los Angeles County,  California, or in the United
States District Court(s) sitting in Los Angeles County,  California. All parties
hereto consent to the personal jurisdiction of such courts and waive any defense
of forum non conveniens.


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

                                       Pledgor:


                                       By:/s/ TOM M. DJOKOVICH
                                       -----------------------------------------
                                       Tom M. Djokovich, an individual



                                       Holder:

                                       NET INTEGRATED SYSTEMS LTD., a Bermuda
                                       corporation


                                       By: /s/ WILLIAM R. BARBER
                                       -----------------------------------------
                                       William R. Barber, President





                                       11

<PAGE>


                                   EXHIBIT "A"
                                       TO
                                PLEDGE AGREEMENT


         Shares of Common Voting Stock pledged:



                  CERTIFICATE NUMBER                            NUMBER OF SHARES


                           1161                                     3,605,257
                  (Certificate No. Subject to Reissuance)


                                                                  ============


                                                     TOTAL:         3,605,257







                                       12


<PAGE>


                                   EXHIBIT "A"
                                       TO
                                PLEDGE AGREEMENT

                       STOCK POWER SEPARATE FROM CERTIFICE

























                                       13


<PAGE>



                                SPOUSAL CONSENT


     The undersigned certifies that:

     (1)  The  undersigned is the spouse  of the person who signed the foregoing
Pledge Agreement.

     (2)  The undersigned  has read and approved  the provisions  of that Pledge
Agreement, including but not limited to those relating to the purchase, sale, or
other disposition of the subject stock interests.

     (3)  The undersigned  agrees to be bound by  and accept those provisions of
that Pledge  Agreement in place of all other  interests that the undersigned may
have in the subject  shares of stock,  whether  the  interest  may be  community
property or otherwise.

     (4)  The spouse of the  undersigned shall have  full power of management of
his or her  interests  in the  said  shares,  including  any  portion  of  those
interests  that are our  community  property,  and has the full  right,  without
further approval of the undersigned,  to exercise such rights in the shares,  to
execute any amendments to the Pledge Agreement, and to sell, transfer, encumber,
and deal in any manner  with the subject  shares and  interests,  including  any
portion of those interests that are our community property.

     Executed on December _____, 2001.




                                            By:  /s/ TAMARA DJOKOVICH
                                            -------------------------
                                            Tamara Djokovich









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