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                                  EXHIBIT 10.8

                             STOCK PLEDGE AGREEMENT

AGREEMENT made as of this 18th day of June, 1997 by and between Sebring Systems,
Inc., a New York corporation (the "Company"), and Jack Regula (the "Pledgor").

RECITALS

      A. The Pledgor has this day purchased shares of Common Stock of the
      Company pursuant to the Restricted Common Stock Purchase Agreement
      executed this date by and between the Company and the Pledgor. Payment of
      the purchase price for the shares was effected by Pledgor's delivery to
      the Company of a Promissory Note executed this date by the Pledgor payable
      to the Company's order in the principal amount of fifty thousand dollars
      ($50,000).

      B. The Promissory Note is being secured by a pledge of five million
      (5,000,000) shares of Common Stock of the Company (the "Pledged Shares")
      purchased under the Restricted Common Stock Purchase Agreement pursuant to
      the terms set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

      1.    Grant of Security Interest. Pledgor hereby grants the Company a
            security interest in, and assigns, transfers to and pledges with the
            Company, the following securities and other property (collectively,
            the "Collateral"):

            (i)   the Pledged Shares hereby delivered to and deposited with
                  Brobeck, Phleger & Harrison LLP as escrow agent for the
                  Company as collateral for the Promissory Note, a copy of the
                  certificate representing the Pledged Shares to be delivered to
                  the Pledgor;

            (ii)  any and all new, additional or different securities or other
                  property subsequently distributed with respect to the Pledged
                  Shares which are to be delivered to and deposited with the
                  Company pursuant to the requirements of Paragraph 3 of this
                  Agreement;

            (iii) any and all other property and money which is delivered to or
                  comes into the possession of the Company pursuant to the terms
                  of this Agreement; and

            (iv)  the proceeds of any sale, exchange or disposition of the
                  property and securities described in subparagraphs (i), (ii)
                  or (iii) above.

            (v)   The Company hereby appoints Brobeck, Phleger & Harrison LLP as
                  "Escrow Agent" to hold any of the above Collateral. All
                  securities so assigned, transferred to and pledged with the
                  Company shall be accompanied by one or more stock power
                  assignments properly endorsed by the Pledgor.
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      2.    Warranties. The Pledgor hereby warrants that the Pledgor its the
            owner of the Collateral and has the right to pledge the Collateral
            and that the Collateral is free from all liens, adverse claims and
            other security interests (other than those created hereby).

      3.    Duty to Deliver. Any new, additional or different securities or
            other property (other than regular cash, dividends) which may now or
            hereafter become distributable with respect to the Collateral by
            reason of any stock split, stock dividend, recapitalization,
            combination of shares, exchange of shares or other change affecting
            the Company's capital stock and any shares of the stock of the
            Company's successor issuable or issued upon conversion of the
            Collateral into the capital stock of the Company's successor upon
            (i) the sale, conveyance, liquidation, dissolution, or other
            disposition of all or substantially all of the Company's property,
            business or assets or (ii) the Company's merger into or
            consolidation with any other corporation or (iii) the effectuation
            of any transaction or series of related transactions in which the
            capital stock of the Company is affected shall, upon receipt by the
            Pledgor be promptly delivered to and deposited with the Company as
            part of the Collateral hereunder. Any such securities shall be
            accompanied by one or more properly endorsed stock power
            assignments.

      4.    Payment of Taxes and Other Charges. The Pledgor shall pay, prior to
            the delinquency date, all taxes, liens, assessments and other
            charges against the Collateral, and in the event of the Pledgor's
            failure to do so, the Company may at his election pay any or all of
            such taxes and other charges without contesting the validity or
            legality thereof. The payments so made shall become part of the
            indebtedness secured hereunder and until paid shall bear interest at
            the minimum per annum rate, compounded semi-annually, required to
            avoid the imputation of interest income to the Company and
            compensation income to the Pledgor under the Federal tax laws.

      5.    Shareholder Rights. So long as there exists no event of default
            under Paragraph 10 of this Agreement, the Pledgor may exercise all
            shareholder voting rights and be entitled to receive any and all
            regular cash dividends paid on the Collateral and all proxy
            statements and other shareholder materials pertaining to the
            Collateral.

      6.    Rights and Powers of Company. The Company may, without obligation to
            do so, exercise at any time and from time to time one or more of the
            following rights and powers with respect to any or all of the
            Collateral:

            (i)   subject to the applicable limitations of Paragraph 9, accept
                  in its discretion other property of the Pledgor in exchange
                  for all or part of the Collateral and release Collateral to
                  the Pledgor to the extent necessary to effect such exchange,
                  and in such event the other property received in the exchange
                  shall become part of the Collateral hereunder;

            (ii)  perform such acts as are necessary to preserve and protect the
                  Collateral and the rights, powers and remedies granted with
                  respect to such Collateral by this Agreement; and

            (iii) transfer record ownership of the Collateral to the Company or
                  his nominee and receive, endorse and give receipt for, or
                  collect by legal proceedings or otherwise, dividends or other
                  distributions made or paid with respect to the Collateral,
                  provided and only if there exists at the time an outstanding
                  event of default under Paragraph 10 of this Agreement. Any
                  cash sums which the Company may so receive shall be applied to
                  the payment of the Note and any other indebtedness secured
                  hereunder, in such order of application as the Company deems
                  appropriate. Any remaining cash shall be paid over to the
                  Pledgor.

            Any action by the Company pursuant to the provisions of this
            Paragraph 6 may be taken without notice to the Pledgor. Expenses
            reasonably incurred in connection with such action shall be payable
            by the Pledgor and form part of the indebtedness secured hereunder
            as provided in Paragraph 12.

      7.    Care of Collateral. The Company and the Escrow Agent shall exercise
            reasonable care in the custody and preservation of the Collateral.
            However, neither the Company nor the Escrow Agent shall have any
            obligation to (i) initiate any action with respect to, or otherwise
            inform the Pledgor of, any conversion, call,
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            exchange right, preemptive right, subscription right, purchase offer
            or other right or privilege relating to or affecting the Collateral,
            (ii) preserve the rights of the Pledgor against adverse claims or
            protect the Collateral against the possibility of a decline in
            market value or (iii) take any action with respect to the Collateral
            requested by the Pledgor unless the request is made in writing to
            the Company and copied to the Escrow Agent and the Company
            determines that the requested action will not unreasonably
            jeopardize the value of the Collateral as security for the Note and
            any other indebtedness secured hereunder.

            Subject to the limitations of Paragraph 9, the Company may at any
            time release and deliver all or part of the Collateral to the
            Pledgor, and the receipt thereof by the Pledgor shall constitute a
            complete and full acquittance for the Collateral so released and
            delivered. The Company and the Escrow Agent shall accordingly each
            be discharged from any further liability or responsibility for the
            Collateral, and the released Collateral shall no longer be subject
            to the provisions of this Agreement.


      8.    Transfer of Collateral. In connection with the transfer or
            assignment of the Note (whether by negotiation, discount or
            otherwise), the Company may transfer all or any part of the
            Collateral, and the transferee shall thereupon succeed to all the
            rights, powers and remedies granted the Company hereunder with
            respect to the Collateral so transferred. Upon such transfer, the
            Company shall be fully discharged from all liability and
            responsibility for the transferred Collateral. If Brobeck, Phleger &
            Harrison LLP is relieved by the Company of its duties as Escrow
            Agent for the Collateral, Brobeck, Phleger & Harrison LLP shall also
            be fully discharged from all liability and responsibility for the
            transferred Collateral.

      9.    Release of Collateral. Provided there does not exist any event of
            default under Paragraph 10, the Pledged Shares, together with any
            additional Collateral which may hereafter be pledged and deposited
            hereunder, shall be released from pledge and returned to the Pledgor
            in accordance with the following provisions:

            (i)   Upon payment or prepayment of principal under the Note,
                  together with payment of all accrued interest to date, one or
                  more of the Purchased Shares held as Collateral hereunder
                  shall (subject to the applicable limitations of this Paragraph
                  9) be released to the Pledgor within three (3) business days
                  after such payment or prepayment. The number of the shares to
                  be so released shall be determined by multiplying (i) the
                  total number of Pledged Shares held under this Agreement at
                  the time of the payment or prepayment by (ii) a fraction, the
                  numerator of which shall be the amount of the principal paid
                  or prepaid and the denominator of which shall be the unpaid
                  principal balance of the Note immediately prior to such
                  payment or prepayment. In no event, however, shall any
                  fractional shares be released.

            (ii)  Any additional Collateral which may hereafter be pledged and
                  deposited with the Company (pursuant to the requirements of
                  Paragraph 3) with respect to the Pledged Shares shall be
                  released at the same time the particular shares of the
                  Company's Common Stock to which the additional Collateral
                  relates are to be released in accordance with the applicable
                  provisions of Paragraph 9(i).

            (iii) Under no circumstances, however, shall any Pledged Shares or
                  any other Collateral be released if previously applied to the
                  payment of any indebtedness secured hereunder.

            (iv)  No Pledged Shares or other Collateral shall be released
                  pursuant to the provisions of Paragraph 9(i) or 9(ii) if, and
                  to the extent that, the fair market value of the Company's
                  Common Stock and all other Collateral which would otherwise
                  remain in pledge hereunder after such release were effected
                  would be less than the unpaid principal and accrued interest
                  under the Note.

            (v)   For all valuation purposes under this Agreement, the fair
                  market value per share of the Company's Common Stock on any
                  relevant date shall be determined in accordance with the
                  following provisions:

                  -     If the Common Stock is at the time traded on the Nasdaq
                        National Market, the fair market value shall be the
                        closing selling price per share of Common Stock on the
                        date in question, as
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                        such prices are reported by the National Association of
                        Securities Dealers on the Nasdaq National Market or any
                        successor system. If there is no reported closing
                        selling price for the Common Stock on the date in
                        question, then the closing selling price on the last
                        preceding date for which such quotation exists shall be
                        determinative of fair market value.

                  -     If the Common Stock is at the time neither listed on any
                        securities exchange nor traded on the Nasdaq National
                        Market, the fair market value shall be determined by the
                        Company's Board of Directors on the basis of such
                        factors as the Board shall deem appropriate.

      10.   Events of Default. The occurrence of one or more of the following
            events shall constitute an event of default under this Agreement:

            (i)   the failure of the Pledgor to pay, when due under the Note and
                  after written notice of such failure to the Pledgor, any
                  installment of principal or accrued interest; or

            (ii)  the occurrence of any other acceleration event specified in
                  the Note; or

            (iii) the failure of the Pledgor to perform any obligation imposed
                  upon the Pledgor by reason of this Agreement; or

            (iv)  the breach of any representation or warranty of the Pledgor
                  contained in this Agreement.

            Upon the occurrence of any such event of default, the Company may,
            at its election, declare the Note and all other indebtedness secured
            hereunder to become immediately due and payable and may exercise any
            or all of the rights and remedies granted to a secured party under
            the provisions of the California Uniform Commercial Code or other
            applicable law (as now or hereafter in effect), including (without
            limitation) the power to dispose of the Collateral by public or
            private sale or to accept the Collateral in full payment of the Note
            and all other indebtedness secured hereunder.

            Any proceeds realized from the disposition of the Collateral
            pursuant to the foregoing power of sale shall be applied first to
            the payment of expenses incurred by the

            Company in connection with the disposition, then to the payment of
            the Note and finally to any other indebtedness secured hereunder.
            Any surplus proceeds shall be paid over to the Pledgor. In the event
            such proceeds prove insufficient to satisfy all obligations of the
            Pledgor under the Note, the Pledgor shall not be personally liable
            for the resulting deficiency.
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      11.   Other Remedies. The rights, powers and remedies granted to the
            Company pursuant to the provisions of this Agreement shall be in
            addition to all rights, powers and remedies granted to the Company
            under, any statute or rule of law. Any forbearance, failure or delay
            by the Company in exercising any right, power or remedy under this
            Agreement shall not be deemed to be a waiver of such right, power or
            remedy. Any single or partial exercise of any right, power or remedy
            under this Agreement shall not preclude the further exercise
            thereof, and every right, power and remedy of the Company under this
            Agreement shall continue in full force and effect unless such right,
            power or remedy is specifically waived by an instrument executed by
            the Company.

      12.   Costs and Expenses. All costs and expenses (including reasonable
            attorneys fees) incurred by the Company in the exercise or
            enforcement of any right, power or remedy granted it under this
            Agreement shall become part of the indebtedness secured hereunder
            and shall constitute personal liability of the Pledgor payable
            immediately upon demand and bearing interest until paid at the
            minimum per annum rate, compounded semi-annually, required to avoid
            the imputation of interest income to the Company and compensation
            income to the Pledgor under the Federal tax laws.

      13.   Applicable Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of California without resort
            to California's conflict-of-laws rules.

      14.   Successors. This Agreement shall be binding upon the Company and his
            successors and assigns and upon the Pledgor and the executors, heirs
            and legatees of the Pledgor's estate.

      15.   Severability. If any provision of this Agreement is held to be
            invalid under applicable law, then such provision shall be
            ineffective only to the extent of such invalidity, and neither the
            remainder of such provision nor any other provisions of this
            Agreement shall be affected thereby.

      16.   Transfers to Trust. Notwithstanding any provision of this Agreement,
            the Pledgor may sell or otherwise assign, with or without
            consideration, the Collateral to any spouse or member of his
            immediate family, or to a custodian, trustee (including a trustee of
            a voting trust), executor or other fiduciary for the account of his
            spouse or members of his immediate family, or to a trust for
            himself, or a charitable remainder trust, provided that each such
            transferee or assignee, prior to the completion of the sale,
            transfer or assignment shall have executed documents assuming the
            obligations of the Pledgor under this Agreement with respect to the
            transferred securities.

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

IN WITNESS WHEREOF, this Stock Pledge Agreement has been executed by the Pledgor
and the Company as of the date first written above.


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<S>                                      <C>
SEBRING SYSTEMS, INC.                    PLEDGOR


By:     /s/ Tom Nelson                   By:     /s/ Jack Regula
        ----------------------------             ----------------------------
Name:       Tom Nelson                           Jack Regula
        ----------------------------
Address: 916 Foothill Drive              Address:
        ----------------------------             ----------------------------
         San Jose, CA  95123
        ----------------------------             ----------------------------
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