EXHIBIT 10(U)



PLEDGE AGREEMENT,  effective July 14, 1998 (the "Pledge Agreement"), made by
and between  [Name of Maker]  (the  "Pledgor")  and  SANDATA,  INC.,  a Delaware
corporation (the "Pledgee").

WHEREAS, Pledgor has as of this day exercised [a] certain [Warrant/Option] dated
[______________]  pursuant to which,  among other  things,  Pledgor is acquiring
[number] of shares of Common Stock of Pledgee (the "Shares").

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, Pledgor hereby represents and warrants to and covenants and
agrees with Pledgee as follows:

1. Defined Terms.  Unless  otherwise  defined herein,  the following terms shall
have the following meanings:

"Code"  means  the  Uniform  Commercial  Code from time to time in effect in the
State of New York.

"Collateral" means the Pledged Stock (as hereinafter defined) and all Proceeds.

"Lien" or "Liens" means liens,  pledges,  security interests,  charges,  claims,
restrictions, subscriptions, options, rights, calls, commitments, hypothecations
and encumbrances of any nature whatsoever.

"Obligations"  means  any  and  all  indebtedness,   obligations,   liabilities,
guarantees  of any kind,  and whether  direct or  indirect,  acquired  outright,
conditionally,  absolute or contingent,  joint or several, secured or unsecured,
due or not due, contractual or tortious, liquidated or unliquidated,  arising by
operation of law or otherwise, whether or not of a nature presently contemplated
by the parties or subsequently agreed to by them arising under the Note.

"Pledged  Stock"  means the  Shares,  together  with any and all  shares,  stock
certificates,  options or rights of any nature  whatsoever that may be issued or
granted to the Pledgor  with regard  thereto,  in  substitution  or  replacement
thereof,  as a conversion  thereof, in exchange therefor or otherwise in respect
thereof.

"Proceeds"  means all "proceeds" as such term is defined in Section  9-306(1) of
the  Code  on  the  date  hereof  and,  in any  event,  shall  include,  without
limitation,  all dividends or other income from the Pledged  Stock,  collections
thereon and distributions with respect thereto.

2.  Pledge;  Grant of  Security  Interest.  The Pledgor  hereby  delivers to the
Pledgee the Pledged  Stock and hereby  grants to the Pledgee a valid and binding
first  security  interest  in the  Collateral  as  collateral  security  for the
Obligations.

3.  Stock  Powers.  Concurrently  with  the  delivery  to  the  Pledgee  of  the
certificate  or  certificates  representing  the Pledged  Stock,  the Pledgor is
delivering to the Pledgee an undated stock power  covering such  certificate  or
certificates, duly executed in blank by the Pledgor.

4.  Representations  and Warranties.  The Pledgor represents and warrants to the
Pledgee as follows:

(a) The Pledgor is the record and beneficial  owner of the Pledged Stock and has
good title thereto, free and clear of any and all Liens, except the Lien created
by this Pledge Agreement.

(b) All such shares of the Pledged  Stock have been duly and validly  authorized
and  issued  and are  fully  paid  and  nonassessable  and  held of  record  and
beneficially solely by the Pledgor.

(c)  There are no  subscriptions,  options,  warrants,  rights or calls or other
commitments  or  agreements to which Pledgor is a party or by which it is bound,
calling for the issuance,  transfer, sale or other disposition of any Shares and
there are no outstanding  securities of Pledgee owed by Pledgor convertible into
or exchanged for, actually or contingently, the Shares.

(d) Upon  delivery  to the  Pledgee  of the stock  certificate  or  certificates
evidencing  such  shares of Pledged  Stock,  the Lien  granted  pursuant to this
Pledge  Agreement will constitute a valid,  perfected first priority Lien on the
Collateral,  enforceable  as such  against all  creditors of the Pledgor and any
persons purporting to purchase any Collateral from the Pledgor.

(e) The  execution  and  delivery  by Pledgor of this Pledge  Agreement  and the
performance of the Pledgor's obligations hereunder: (i) are within the Pledgor's
powers;  (ii) are not in contravention of the terms of any indenture,  agreement
or undertaking to which the Pledgor is a party or by which the Pledgor or any of
its assets or property is bound or  affected;  (iii) do not require the consent,
approval or  authorization  of or  declaration,  registration or filing with any
governmental  body or any  nongovernmental  person;  (iv) do not  contravene any
contractual or governmental  restriction binding upon the Pledgor;  and (v) will
not, except as contemplated  herein,  result in the imposition of any additional
Liens upon any of the Collateral under any existing indenture, mortgage, deed of
trust,  loan or credit  agreement or other  agreement or instrument to which the
Pledgor  is a party  or by  which  it or any of the  Collateral  may be bound or
affected.

(f) This Pledge  Agreement  has been duly  executed and delivered by the Pledgor
and  constitutes  the  legal,  valid  and  binding  obligation  of  the  Pledgor
enforceable in accordance with its terms.

5. Covenants.  The Pledgor  covenants and agrees with the Pledgee that, from and
after the date of this Pledge  Agreement and until the Obligations are satisfied
in full:

(a) If the Pledgor  shall,  as a result of its  ownership of the Pledged  Stock,
become  entitled to receive or shall receive any stock  certificate  (including,
without  limitation,   any  certificate  representing  a  stock  dividend  or  a
distribution in connection with any  reclassification,  increase or reduction of
capital  or any  certificate  issued  in  connection  with any  reorganization),
option, right or other security,  asset or property,  whether in addition to, in
substitution  of, as a  conversion  of,  or in  exchange  for any  shares of the
Pledged Stock, or otherwise in respect thereof  (including,  without limitation,
in  connection  with any  merger,  consolidation  or similar  event  relating to
Pledgee),  the Pledgor  shall accept the same as the agent of the Pledgee,  hold
the same in trust for the Pledgee and deliver the same  forthwith to the Pledgee
in the exact form  received,  duly  endorsed by the Pledgor to the  Pledgee,  if
required,  together with an undated stock power covering such  certificate  duly
executed in blank by the Pledgor to be held by the Pledgee, subject to the terms
hereof, as additional Collateral security for the Obligations.  Any sums paid or
property  distributed  upon or in respect of the Pledged Stock upon any total or
partial liquidation or dissolution of Pledgee shall be paid over or delivered to
the  Pledgee  forthwith  to be held by it  hereunder  as  additional  Collateral
security for the Obligations,  and in case any distribution  shall be made on or
in respect of the Pledged  Stock or any sums shall be paid or property  shall be
distributed  upon  or  with  respect  to  the  Pledged  Stock  pursuant  to  the
recapitalization  or  reclassification  of the capital of Pledgee or pursuant to
the reorganization thereof, the sums so paid or property so distributed shall be
delivered to the Pledgee  forthwith  to be held by it  hereunder  as  additional
Collateral  security  for the  Obligations.  If any sums or  property so paid or
distributed  in respect of the Pledged  Stock shall be received by the  Pledgor,
the Pledgor  shall,  until such money or property  is paid or  delivered  to the
Pledgee, hold such money or property as agent of, and in trust for, the Pledgee,
segregated from other funds of the Pledgor,  as additional  Collateral  security
for the Obligations.

(b) Without the prior written  consent of the Pledgee,  the Pledgor will not (i)
sell, assign,  transfer,  exchange, or otherwise dispose of, or grant any option
or right with respect to, the  Collateral,  or (ii)  create,  incur or permit to
exist any Lien with respect to any of the Collateral,  or any interest  therein,
except for the lien  provided  for by this Pledge  Agreement.  The Pledgor  will
defend the right,  title and  interest of the  Pledgee in and to the  Collateral
against the claims and demands of all persons whomsoever.

(c) At any time and from time to time,  upon the written request of the Pledgee,
and at the sole  expense of the  Pledgor,  the Pledgor  will  promptly  and duly
execute and deliver such further instruments and documents and take such further
actions as the Pledgee may  reasonably  request for the purposes of obtaining or
preserving  the full  benefits  of this Pledge  Agreement  and of the rights and
powers herein granted.  If any amount payable under or in connection with any of
the  Collateral  shall be or become  evidenced  by any  promissory  note,  other
instrument  or chattel  paper,  such note,  instrument or chattel paper shall be
immediately  delivered to the Pledgee, duly endorsed in a manner satisfactory to
the Pledgee, to be held as Collateral pursuant to this Pledge Agreement.

(d) The Pledgor  agrees to pay, and to save the Pledgee  harmless  from, any and
all liabilities with respect to, or resulting from any delay in paying,  any and
all stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the  Collateral or in connection  with any of the
transactions contemplated by this Pledge Agreement.

6. Events of Default.  The Obligations shall become  immediately due and payable
at the option of Pledgee upon the occurrence of an event defined as an "Event of
Default" under the Note (an "Event of Default").

7. Cash Dividends;  Voting Rights. Unless an Event of Default or an event which,
with the lapse of time or the  giving of notice  or both,  would  constitute  an
Event of Default, shall have occurred, the Pledgor shall be permitted to receive
all cash  dividends  paid in the normal  course of  business  of Pledgee  and in
respect of the Pledged Stock  (provided that such dividends are consistent  with
past practice of which Pledgor acknowledges it is familiar with) and to exercise
all voting and  corporate  rights with respect to the Pledged  Stock;  provided,
however,  that (a) any and all cash dividends or distributions paid that are not
in the normal  course of  business  of Pledgee or are not  consistent  with past
practice  shall be delivered to the Pledgee  forthwith as additional  Collateral
security  for the  Obligations  and,  until so  delivered,  shall be held by the
Pledgor as agent of, and in trust for, the Pledgee,  segregated from other funds
of the Pledgor, as additional Collateral security; and (b) no vote shall be cast
or corporate  right exercised or other action taken which, in the Pledgee's sole
judgment,  would  impair the  Collateral  or its  salability  or which  would be
inconsistent  with or result in any violation of any provision of the Note, this
Pledge  Agreement or any other document  made,  delivered or given in connection
therewith or herewith.

8. Rights of the Pledgee.


(a) If an Event of  Default  or an event  which,  with the  lapse of time or the
giving of notice or both, would constitute an Event of Default, shall occur, (i)
the  Pledgee  shall have the right to  receive  any and all cash  dividends  and
distributions paid in respect of the Pledged Stock and make application  thereof
to the  Obligations  in such order as the  Pledgee may  determine,  and (ii) all
shares of the Pledged  Stock shall be  registered  in the name of the Pledgee or
its  nominee,  and the Pledgee or its nominee may  thereafter  exercise  (A) all
voting,  corporate  and other  rights  pertaining  to such shares of the Pledged
Stock at any meeting of shareholders of Pledgee or otherwise and (B) any and all
rights of conversion, exchange, subscription and any other rights, privileges or
options  pertaining  to such  shares  of the  Pledged  Stock  as if it were  the
absolute owner thereof (including,  without limitation, the right to exchange at
its discretion any and all of the Pledged Stock upon the merger,  consolidation,
reorganization,  recapitalization  or other fundamental  change in the corporate
structure of Pledgee,  or upon the exercise by the Pledgor or the Pledgee of any
right,  privilege or option  pertaining to such shares of the Pledged Stock, and
in  connection  therewith,  the right to deposit  and deliver any and all of the
Pledged Stock with any committee, depositary, transfer agent, registrar or other
designated  agency  upon such terms and  conditions  as it may  determine),  all
without  liability  except to account for property  actually  received by it and
except for its willful  misconduct  engaged in with the intent of materially and
adversely affecting the Pledgor's  obligations under this Pledge Agreement,  but
the  Pledgee  shall have no duty to the  Pledgor  to  exercise  any such  right,
privilege  or option and shall not be  responsible  for any  failure to do so or
delay in so doing,  and,  except with respect to such willful  misconduct by the
Pledgee,  the  Pledgor  hereby  unconditionally  releases  the  Pledgee  and its
affiliates  and  representatives  from any and all  liability  for any action or
omission in connection with this Pledge Agreement or the Collateral.

(b) The rights of the Pledgee  hereunder  shall not be conditioned or contingent
upon the pursuit by the Pledgee of any right or remedy against the Pledgor,  any
other person which may be or become  liable in respect of all or any part of the
Obligations or against any collateral  security therefor,  guarantee therefor or
right of  offset  with  respect  thereto.  Neither  the  Pledgee  nor any of its
affiliates or representatives shall be liable for any failure to demand, collect
or realize upon all or any part of the  Collateral or for any delay in doing so,
nor shall the Pledgee be under any  obligation  to sell or otherwise  dispose of
any  Collateral  upon the request of the Pledgor or any other  person or to take
any other action whatsoever with regard to the Collateral or any part thereof.


9. Remedies.  If an Event of Default has occurred,  the Pledgee may exercise, in
addition  to all other  rights and  remedies  granted in the Note,  this  Pledge
Agreement  and in any other  instrument  or agreement  securing,  evidencing  or
relating  thereto or to the  Obligations,  all rights and  remedies of a secured
party under the Code.  Without  limiting the  generality of the  foregoing,  the
Pledgee,  without demand of performance or other demand,  presentment,  protest,
advertisement  or notice of any kind (except any notice required by law referred
to below) to or upon the  Pledgor,  Pledgee or any other person (all and each of
which demands,  defenses,  advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive,  appropriate and realize upon the
Collateral,  or any part thereof,  and/or may forthwith  sell,  assign,  give an
option or options to purchase or otherwise dispose of and deliver the Collateral
or any part  thereof (or  contract to do any of the  foregoing),  in one or more
parcels at public or private sale or sales, in the  over-the-counter  market, at
any  exchange,  broker's  board or office of the Pledgee or elsewhere  upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit  risk.  The  Pledgee  shall have the right upon any such  public  sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the  Collateral  so sold,  absolutely  free
from any right or claim of whatsoever kind (including,  without limitation,  any
right or equity of  redemption  in the Pledgor,  which right or equity is hereby
waived and  released).  The Pledgee  shall apply any Proceeds  from time to time
held by him and the net  proceeds  of any such  collection,  recovery,  receipt,
appropriation,  realization or sale,  after  deducting all reasonable  costs and
expenses of every kind incurred in respect  thereof or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Pledgee hereunder,  including, without limitation,  reasonable
attorneys' fees and  disbursements of counsel to the Pledgee,  to the payment in
whole or in part of the Obligations,  in such order as the Pledgee may elect and
only after such  application  and after the  payment by the Pledgee of any other
amount required by any provision of law, including, without limitation,  Section
9-504 (1)(c) of the Code, need the Pledgee  account for the surplus,  if any, to
the Pledgor.  To the extent  permitted by applicable law, the Pledgor waives all
claims,  damages and demands it may acquire  against the Pledgee  arising out of
the lawful exercise by it of any rights  hereunder.  If any notice of a proposed
sale or other  disposition  of Collateral  shall be required by law, such notice
shall be deemed  reasonable  and  proper if given at least ten (10) days  before
such  sale or  other  disposition.  The  Pledgor  shall  remain  liable  for any
deficiency if the proceeds of any sale or other  disposition  of Collateral  are
insufficient  to pay the Obligations and any and all costs and expenses of every
kind incurred by the Pledgee with respect to the collection of such  deficiency,
including,  without  limitation,  all fees and  disbursements  of any  attorneys
employed by the Pledgee.

10.      Public Sales; Private Sales.

(a) If the Pledgee  shall  determine to exercise its right to sell any of all of
the Pledged Stock pursuant to paragraph 9 hereof, the Pledgor will cause Pledgee
to execute and deliver all such instruments and documents, and do or cause to be
done all such other acts, as may be, in the opinion of the Pledgee, necessary or
advisable to effect and settle such sale.

(b) The  Pledgor  recognizes  that the  Pledgee may be unable to effect a public
sale of any or all the Pledged Stock by reason of certain restrictions contained
in the Securities Act of 1933, as amended (the "Securities Act"), and applicable
state  securities  laws or  otherwise,  and may be compelled to resort to one or
more private  sales thereof to a restricted  group of  purchasers  which 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.  The Pledgor  acknowledges  and agrees that any such  private  sale may
result in prices and other terms less  favorable than if such sale were a public
sale and, notwithstanding such circumstances,  agrees that any such private sale
shall be  deemed  to have been made in a  commercially  reasonable  manner.  The
Pledgee shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit  Pledgee to register such  securities
for public sale under the Securities Act, or under  applicable  state securities
laws, even if Pledgee would agree to do so.

(c) The Pledgor further agrees to use its best efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Stock pursuant to this paragraph 10 valid and binding and
in compliance with any and all other applicable requirements of law. The Pledgor
further agrees that a breach of any of the covenants contained in this paragraph
10 will  cause  irreparable  injury  to the  Pledgee,  that the  Pledgee  has no
adequate  remedy at law in respect of such breach and,  as a  consequence,  that
each and every  covenant  contained in this  paragraph 10 shall be  specifically
enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to
assert  any  defenses  against  an  action  for  specific  performance  of  such
covenants.


11. Amendments,  etc. with Respect to the Obligations.  The Pledgor shall remain
obligated  hereunder and the Collateral shall remain subject to the lien granted
hereby,  notwithstanding  that,  without any  reservation  of rights against the
Pledgor,  and without notice to or further assent by the Pledgor, any demand for
payment of any of the  Obligations  made by the Pledgee may be  rescinded by the
Pledgee,  and any of the  Obligations  continued,  and the  Obligations,  or the
liability  of Pledgor or any other person upon or for any part  thereof,  or any
collateral  security  or  guarantee  therefor  or right of offset  with  respect
thereto,  may,  from time to time,  in whole or in part,  be renewed,  extended,
amended, modified, accelerated, compromised, waived, surrendered, or released by
the Pledgee,  the Note, this Pledge  Agreement and any other documents  executed
and delivered in connection therewith may be amended, modified,  supplemented or
terminated,  in whole or in part, as the Pledgee may deem advisable from time to
time, and any  guarantee,  right of offset or other  collateral  security at any
time  held by the  Pledgee  for the  payment  of the  Obligations  may be  sold,
exchanged,  waived,  surrendered  or  released.  The Pledgee  shall not have any
obligation to protect, secure, perfect or insure any other Lien at any time held
by it as security for the  Obligations  or any  property  subject  thereto.  The
Pledgor waives any and all notice of the creation, renewal, extension or accrual
of any of the Obligations and notice of or proof of reliance by the Pledgee upon
this Pledge Agreement;  the Obligations,  and any of them, shall conclusively be
deemed to have been created, contracted or incurred in reliance upon this Pledge
Agreement;  and all dealings  between the Pledgee and the Pledgor shall likewise
be  conclusively  presumed to have been had or consummated in reliance upon this
Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for
payment  and  notice of  default  or  nonpayment  to or upon the  Pledgee or the
Pledgor with respect to the Obligations.

12.  Limitation on Duties  Regarding  Collateral.  The Pledgee's  sole duty with
respect to the custody,  safekeeping and physical preservation of the Collateral
in its  possession,  under Section  9-207 of the Code or otherwise,  shall be to
deal with it in the same manner as the Pledgee deals with similar securities and
property for its own account. Neither the Pledgee nor his agents shall be liable
for failure to demand,  collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise  dispose
of any Collateral upon the request of any Pledgor or otherwise.

13. Powers  Coupled with an Interest.  All  authorizations  and agencies  herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.

14.      Severability; Redelivery of Released Collateral.

(a) If any provision hereof is invalid and  unenforceable  in any  jurisdiction,
then, to the fullest extent  permitted by law, (i) the other  provisions  hereof
shall  remain  in full  force  and  effect  in such  jurisdiction  and  shall be
liberally construed in favor of the Pledgee in order to carry out the intentions
of the parties  hereto as nearly as may be possible;  and (ii) the invalidity or
unenforceability  of any provision hereof in any  jurisdiction  shall not affect
the validity or enforceability of such provision in any other jurisdiction.

(b) In the event that the  Collateral or any portion  thereof is released to the
Pledgor and any payments or proceeds of any security for the Obligations, or any
part  thereof,  are  subsequently  invalidated,  declared  to be  fraudulent  or
preferential,  set aside and/or required to be repaid to a trustee,  receiver or
any other party under any bankruptcy  law,  state or federal law,  common law or
equitable cause,  then the Pledgor shall redeliver the Collateral to the Pledgee
and, until so  redelivered,  shall hold the Collateral as agent of, and in trust
for, the Pledgee.

15. No Waiver;  Cumulative Remedies. The Pledgee shall not by any act (except by
a written  instrument  pursuant to paragraph 16 hereof) be deemed to have waived
any  right or remedy  hereunder  or to have  acquiesced  in any  default  of any
obligation  under the Note, this Pledge  Agreement,  or any other document made,
delivered or given in connection therewith or herewith,  or in any breach of any
of the terms and conditions hereof or thereof.  No failure to exercise,  nor any
delay in exercising,  on the part of the Pledgee,  any right, power or privilege
hereunder  shall  operate as a waiver  hereof or  thereof.  No single or partial
exercise of any right, power or privilege  hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver by the  Pledgee of any right or remedy  hereunder  on any one  occasion
shall not be construed  as a bar to any right or remedy which the Pledgee  would
otherwise have on any future  occasion.  The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

16.  Waivers  and  Amendments.  None of the terms or  provisions  of this Pledge
Agreement may be amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor and the Pledgee,  provided that any provision
of this Pledge  Agreement  may be waived by the Pledgee in a letter or agreement
executed  by the  Pledgee.  This  Pledge  Agreement  shall be  binding  upon the
successors  and  assigns of the  Pledgor  and shall  inure to the benefit of the
Pledgee  and its  respective  successors  and  assigns,  and, in the event of an
assignment of all or any of the Obligations, the rights hereunder, to the extent
applicable  to the  indebtedness  so  assigned,  may be  transferred  with  such
indebtedness.

17. Entire Agreement.  This Pledge Agreement constitutes the entire agreement of
the parties  with respect to the subject  matter  hereof.  The  representations,
warranties,  covenants and agreements set forth in this Pledge  Agreement and in
the exhibits  delivered  pursuant  hereto  constitute  all the  representations,
warranties,  covenants and  agreements of the parties and upon which the parties
have  relied,   shall  not  be  deemed  waived  or  otherwise  affected  by  any
investigation  made by any  party  hereto  and,  except  as may be  specifically
provided herein, no change, modification,  amendment, addition or termination of
this Pledge  Agreement or any part thereof  shall be valid unless in writing and
signed by or on behalf of the party to be charged therewith.

18. Notices.  Any and all notices or other communications or deliveries required
or  permitted  to be given or made  pursuant  to any of the  provisions  of this
Pledge  Agreement  shall  be  deemed  to have  been  duly  given or made for all
purposes  when hand  delivered or sent by certified or registered  mail,  return
receipt requested and postage prepaid, overnight mail or courier, as follows:

If to Pledgor, at:






If to Pledgee, at:

Sandata, Inc.
26 Harbor Park Drive
Port Washington, New York 11050

or at such other address as either party or person shall  designate by notice to
the other parties in accordance with the provisions hereof.

19. Choice of Law. This Pledge  Agreement  shall be governed by, and interpreted
and construed in accordance  with, the laws of the State of New York,  excluding
choice of law principles thereof.

20.  Successors  and Assigns.  This Pledge  Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns;
provided, however, that the Pledgor may not assign any of its rights or delegate
any of its duties under this Agreement  without the prior written consent of the
Pledgee.

21. Headings. The headings or captions in this Agreement are for convenience and
reference only and do not in any way modify, interpret or construe the intent of
the parties or affect any of the provisions of this Agreement.

22.      Submission to Jurisdiction; Waivers.

(a)      The Pledgor hereby irrevocably and unconditionally:

(i) consents and submits for itself and its property in any action or proceeding
relating to this Pledge  Agreement,  or for  recognition  and enforcement of any
judgment in respect thereof, to the jurisdiction of the federal and state courts
located within the State of New York;

(ii) consents that any such action or proceeding  may be brought in such courts,
and waives any objection  that it may now or hereafter  have to the venue of any
such action or  proceeding  in any such court or that such action or  proceeding
was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)  agrees that  service of process in any such action or  proceeding  may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar  form of mail),  postage  prepaid,  to the Pledgor at its
address set forth above or at such other address of which the Pledgee shall have
been notified in writing; and

(iv) agrees that  nothing  herein  shall  affect the right to effect  service of
process in any other manner  permitted by law or shall limit the right to sue in
any other jurisdiction.

(b) The Pledgor irrevocably and  unconditionally  waives any and all rights to a
jury trial in connection  with any action or proceeding  between the Pledgor (or
its affiliates),  on the one hand, and the Pledgee (or its  affiliates),  on the
other  hand,  arising  under or by reason of this  Pledge  Agreement  or for the
recognition and enforcement of any judgment in respect thereof.

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

SANDATA, INC.


By:      /s/ Bert E. Brodsky, President




         /s/ Pledgor