GREYSTONE
      BUSINESS
      CREDIT
      II LLC  

    
      

    

     

    STOCK
      PLEDGE AGREEMENT

    


    This
      STOCK PLEDGE AGREEMENT dated as of December 29, 2006 (the "Pledge
      Agreement")
      is
      executed by OBLIO
      TELECOM, INC.,
      a
      Delaware corporation
      ("Assignor"),
      whose
      address is 407 International Parkway, Suite 403, Richardson, Texas 75088, to
      and
      for the benefit of GREYSTONE BUSINESS CREDIT II, LLC, a Delaware limited
      liability company ("Lender"),
      whose
      address is 152 West 57th
      Street,
      60th
      Floor,
      New York, New York 10019.

     

    RECITALS:

     

    A. Lender
      has made a loan (the "Loan")
      to
Start
      Talk Inc.,
      a
      Delaware corporation ("Start
      Talk"),
      Pinless, Inc.,
      a
      Texas
      corporation
      ("Pinless";
      and
      together with Start Talk, the "Issuers"),
      Assignor, Titan Global Holdings, Inc.,
      a
      Utah
      corporation ("Holdings"),
      Titan
      PCB West, Inc.,
      a
      Delaware
      corporation ("Titan
      West"),
      Titan
      PCB East, Inc.,
      a
      Delaware corporation ("Titan
      East")
      and
      Titan Wireless Communications, Inc.,
      a
      Delaware corporation ("Titan
      Wireless";
      and
      together with the Issuers, Assignor, Holdings, Titan West
      and
      Titan East,
      "Borrowers"),
      arising under and pursuant to that certain Loan and Security Agreement dated
      as
      of December __, 2006, executed by and among Borrowers and Lender (as amended,
      supplemented or modified from time to time, the "Loan
      Agreement").

     

    B. As
      a
      condition to Lender's entering into the Loan Agreement and making the Loans,
      Lender requires that Assignor enter into this Pledge Agreement in order to
      secure the obligations and performance of Assignor hereunder and of Borrowers
      under the Loan Agreement.

     

    NOW,
      THEREFORE, for and in consideration of the foregoing premises, which are hereby
      incorporated herein as true, and the mutual promises and agreements contained
      herein, Assignor and Lender hereby agree as follows:

     

    AGREEMENTS:

     

    1.  Grant
      of Security Interest.
      To
      secure the Obligations described in Paragraph 2, Assignor hereby assigns,
      pledges and grants to Lender, as a secured party and a secured creditor under
      the Uniform Commercial Code of New York, in effect from time to time (the
      "UCC"),
      a
      security interest in and to the following (collectively, the "Collateral"):

     

    (a)  together
      with all voting rights thereto, the shares of the common stock of the
      Issuers as
      evidenced by the Certificates set forth on Schedule
      I
      attached
      hereto (collectively, the "Certificates"),
      together with any Stock of any Issuer delivered to Lender pursuant to Section
      4(b) hereof or otherwise in the possession of Lender and any and all other
      shares of the capital stock of any Issuer hereafter owned or acquired by
      Assignor by reason of a stock dividend or a sale or other transfer of the
      capital stock of Borrower by Assignor, as a result of or in connection with
      any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares, stock split, spin-off or split-off, together
      with all substitutions or replacements of any of the foregoing (together with
      any other stock in any Issuer required to be pledged and delivered hereunder
      being collectively referred to herein as the "Stock");

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  the
      Certificates and any and all other certificates now or hereinafter in the
      possession of Assignor or Lender evidencing the Stock, together with any stock
      powers therefor;

     

    (c)  all
      payments, income and dividends (whether in cash, stock or other property),
      liquidating dividends, stock warrants, stock options, stock rights, subscription
      rights, securities of any Issuer or any other distributions of any other
      property which Assignor is now or may hereafter be entitled to receive on
      account of the Stock (collectively, the "Distributions");
      and

     

    (d)  any
      and
      all products and proceeds of any kind of any and all of the foregoing
      Collateral, including the proceeds of any insurance thereon, now or hereafter
      owned or acquired by Assignor.

     

    2.  Obligations.
      The
      obligations secured by this Pledge Agreement (the "Obligations")
      are
      the following:

     

    (a)  any
      and
      all obligations and liabilities of Borrowers to Lender whether direct or
      indirect, joint or several, absolute or contingent, now or hereafter existing,
      and however created, evidenced or arising, including, but not limited to, the
      obligations and liabilities of Borrowers arising under and pursuant
      to the
      Loan
      Agreement and any and all extensions or renewals thereof or replacements or
      substitutions therefor;

     

    (b)  any
      and
      all sums advanced by Lender in order to preserve the Collateral or to perfect
      its security interest in the Collateral; and

     

    (c)  in
      the
      event of any proceeding to enforce the collection of the Obligations, the
      reasonable expenses of retaking, holding, preparing for sale or lease, selling
      or otherwise disposing of or realizing on the Collateral, or of any exercise
      by
      Lender of its rights in the event of a default under any agreement between
      any
      Borrower and Lender, together with reasonable attorneys' fees and court
      costs.

     

    3.  Representations
      and Warranties.
      Assignor represents and warrants to Lender as follows:

     

    (a)  Assignor
      is a corporation duly organized, existing and in good standing under the laws
      of
      the State of Delaware, with full and adequate power to carry on and conduct
      its
      business as presently conducted, and is duly licensed or qualified in all
      foreign jurisdictions wherein the nature of its activities require such
      qualification or licensing.

     

    (b)  Assignor's
      state issued organizational identification number is _________________. The
      exact legal name of Assignor is as set forth in the preamble of this Agreement,
      and Assignor currently does not conduct, nor has it during the last five (5)
      years conducted, business under any other name or trade name. Assignor will
      not
      change its name, its organizational identification number, if it has one, its
      type of organization, its jurisdiction of organization or other legal
      structure.

     

    
      
        
        

      

      
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    (c)  Assignor
      has full right, power and authority, without obtaining the consent of any other
      person, body or governmental agency, to enter into and deliver this Pledge
      Agreement, to pledge, assign and grant a security interest in and deliver the
      Collateral to Lender, and to perform all of its duties and obligations under
      this Pledge Agreement.

     

    (d)  All
      necessary and appropriate action has been taken on the part of Assignor to
      authorize the execution and delivery of this Pledge Agreement. This Pledge
      Agreement is a valid and binding agreement and contract of Assignor in
      accordance with its terms. No basis presently exists for any claim against
      Lender under this Pledge Agreement or with respect to the enforcement thereof,
      and this Pledge Agreement is subject to no defenses of any kind.

     

    (e)  The
      execution, delivery and performance by Assignor of this Pledge Agreement and
      any
      other documents or instruments to be executed and delivered by Assignor in
      connection therewith is valid, binding and enforceable against Assignor, and
      shall not: (i) violate or contravene articles of incorporation or bylaws of
      Assignor or any existing law or regulation or any order, writ, injunction or
      decree of any court or governmental authority, or (ii) conflict with, be
      inconsistent with, or result in any breach or default of any of the terms,
      covenants, conditions, or provisions of any indenture, mortgage, deed of trust,
      instrument, document, agreement or contract of any kind to which Assignor is
      a
      party, or by which Assignor or any of its property or assets may be bound,
      and
      will not result in the creation or imposition of any security interest in any
      properties pursuant to the provisions of any such mortgage, indenture, contract
      or other agreement.

     

    (f)  To
      the
      best of Assignor's knowledge, no condition, circumstance, document, restriction,
      litigation or proceeding (or threatened litigation or proceeding or basis
      therefor) exists which could adversely affect the validity or priority of the
      liens and security interests granted Lender hereunder, which could materially
      adversely affect the ability of Assignor to perform the obligations under this
      Pledge Agreement, which would constitute a default hereunder or thereunder
      or
      which would constitute such a default with the giving of notice or lapse of
      time
      or both.

     

    (g)  None
      of
      the actions contemplated by this Pledge Agreement are in violation of or
      restricted by any restrictive agreement, stop transfer order, any legend
      appearing on the certificates evidencing any of the Collateral consisting of
      Stock, the Securities Act of 1933, as amended, the Securities Exchange Act
      of
      1934, as amended, any state blue-sky or securities law, any Canadian federal
      or
      provincial blue-sky or securities law, or any rule or regulation issued under
      the foregoing acts and laws.

     

    (h)  The
      nature and transaction of the business and operations of Assignor, and the
      use
      of its properties and assets will not materially violate or conflict with any
      applicable law, statute, ordinance, rule, regulation or order of any kind
      including without limitation zoning, building, environmental, land use, noise
      abatement, occupational health and safety or other laws, any building permit
      or
      any condition, grant, easement, covenant, condition or restriction, whether
      recorded or not.

     

    
      
        
        

      

      
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    (i)  Assignor
      is the beneficial and record owner of the Collateral. All of the Collateral
      is
      free of all pledges, hypothecation, mortgages, security interests, charges
      or
      other encumbrances, except those in favor of Lender.

     

    (j)  All
      of
      the Stock pledged hereunder has been and continues to be duly and validly
      authorized and issued, fully paid and nonassessable shares of the Issuer of
      such
      stock, and was not issued in violation of any preemptive rights or any agreement
      by which the Issuer is bound.

     

    (k)  Assignor
      has either previously or simultaneously herewith delivered to Lender the
      Certificates for all of the Stock, together with appropriate stock powers
      therefor executed in blank by Assignor.

     

    (l)  Upon
      delivery of the duly executed Pledge Agreement and any Certificates evidencing
      all of the Stock, together with stock powers therefor, Lender shall have a
      valid
      first lien and security interest in all of the Collateral hereunder, free and
      clear of all other, and subject to no pledges, hypothecation, mortgages,
      security interest, charges or other encumbrances, except in favor of
      Lender.

     

    4.  Covenants.
      Until
      the Obligations have been satisfied and discharged in full, Assignor covenants
      to and agrees with Lender as follows:

     

    (a)  Assignor
      shall not sell, assign, deliver, convey or otherwise dispose of or transfer,
      or
      create, grant, incur or permit to exist any pledge, mortgage, lien, security
      interest, charge or other encumbrance whatsoever (except in favor of Lender)
      in
      or with respect to the Collateral hereunder or any interest
      therein.

     

    (b)  If,
      at
      any time following an Event of Default hereunder, Assignor receives or is
      entitled to receive into its possession any payments, checks, instruments,
      chattel paper, dividends on account of or in respect of the Collateral, or
      any
      other Collateral or proceeds thereof, such Assignor shall accept such Collateral
      as Lender's agent, in trust for Lender without commingling such Collateral
      with
      any other property of such Assignor and shall, upon receipt, immediately deliver
      such Collateral to Lender in the exact form so received, with any necessary
      endorsement of Assignor or stock powers executed by Assignor in
      blank.

     

    (c)  Assignor
      will, at all times and from time to time, defend the Collateral against any
      and
      all claims of any person or party whose claims are adverse to the claims, rights
      or interest of Lender, and Assignor shall indemnify and hold Lender harmless
      from any and all such adverse claims. Assignor shall bear all risk of loss,
      damage and diminution in value with respect to the Collateral, and Assignor
      agrees that Lender shall have no liability or obligation to Assignor with
      respect to, and is hereby released by Assignor from any of, the
      foregoing.

     

    (d)  At
      any
      time and from time to time after the occurrence of an Event of Default (as
      hereinafter defined) or a default under any of the Obligations which is
      continuing uncured and unwaived, Assignor shall, upon request of Lender, execute
      and deliver to Lender any proxies, stock powers or assignments with respect
      to
      any of the Stock, or endorse any instruments or chattel paper with respect
      to
      the Collateral as so requested.

     

    5.  Events
      of Default.
      Assignor shall be in default under this Pledge Agreement upon the occurrence
      of
      any one or more of the following events or conditions (an "Event
      of Default"):

     

    (a)  nonpayment
      of any of the Obligations when due, whether by acceleration or
      otherwise;

     

    (b)  Assignor
      shall default in the performance or fail to perform any promise, covenant or
      agreement to be performed by Assignor hereunder or under any other agreement
      now
      existing or hereafter entered into between Assignor and Lender, or any Borrower
      shall default in the performance or fail to perform any promise, covenant or
      agreement to be performed by any such Borrower under any other agreement now
      existing or hereafter entered into between any such Borrower and
      Lender;

     

    (c)  any
      misrepresentation or breach of any warranty by Assignor in this Pledge
      Agreement, in connection with the Collateral or in any other agreement entered
      into between Assignor and Lender, or by any Borrower in the Loan Agreement
      or in
      any other document or agreement entered into between any Borrower and
      Lender;

     

    
      
        
        

      

      
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    (d)  the
      dissolution of
      any
      Borrower;

     

    (e)  any
      Borrower shall make an assignment for the benefit of creditors, fail to pay,
      or
      admit in writing its inability to pay its debts as they mature; or a trustee
      for
      any substantial part of the assets of any Borrower is applied for or appointed,
      and in the case of such trustee being appointed in a proceeding brought against
      such Borrower, (i) such party, by any action or failure to act indicates
      its approval of, consent to or acquiescence therein, or (ii) an order shall
      be entered approving the petition in such proceedings and such order is not
      vacated, stayed on appeal or otherwise shall not have ceased to continue in
      effect within thirty (30) days after the entry thereof;

     

    (f)  any
      proceeding shall be commenced by or against any Borrower under any Bankruptcy,
      receivership, insolvency, reorganization, readjustment of debt, dissolution
      or
      liquidation law or statute of the United States, any state or any foreign
      jurisdiction, and in the case of any such proceeding being instituted against
      such Borrower, (i) such party, by any action or failure to act indicates
      its approval of, consent to or acquiescence therein, or (ii) an order shall
      be entered approving the petition in such proceedings and such order is not
      vacated, stayed on appeal or otherwise shall not have ceased to continue in
      effect within thirty (30) days after the entry thereof;

     

    
      
        
        

      

      
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    (g)  the
      entry
      of any judgment, levy, attachment, garnishment or other process against any
      Borrower, or the creation or filing of any lien or encumbrance upon the
      Collateral or the making of any levy, judicial seizure, or attachment thereof
      or
      thereon;

     

    (h)  the
      failure of Assignor to do any act necessary to preserve and maintain the value
      and collectability of any of the Collateral; and

     

    (i)  Lender
      in
      good faith deems itself insecure.

     

    6.  Rights
      and Remedies of Lender.
      Upon
      the happening or occurrence of an Event of Default hereunder which is continuing
      uncured and unwaived, and at any time thereafter and from time to time, Lender
      shall have all of the rights and remedies of a secured party under the Uniform
      Commercial Code as enacted in and then in effect in New York. In addition,
      Lender shall also have the following rights and remedies:

     

    (a)  Without
      further notice to Assignor, Lender shall have the right and be entitled to
      notify the Issuer of any of the Stock to make payment to Lender and to receive
      all Distributions to be applied toward the satisfaction of the Obligations
      and
      to exercise all voting, conversion, exchange, subscription or other corporate
      rights, privileges or options pertaining to such Stock.

     

    (b)  Lender
      shall have the right, at its discretion, to transfer to or register in the
      name
      of Lender or any nominee of Lender any of the Collateral.

     

    (c)  Without
      demand, notice or advertisement, all of which are hereby expressly waived to
      the
      extent permitted by applicable law, Lender may sell, pledge, transfer or
      otherwise dispose of, or enter into an agreement with respect to the foregoing,
      or otherwise realize on the Collateral and any other Collateral, or any part
      thereof, at any broker's board or on any exchange or at public or private sale
      or sales, held at such place or places in the City of New York, New York or
      otherwise, and at such time or times within ordinary business hours, for a
      purchase price or prices in cash or, without assuming any credit risk or thereby
      discharging the Obligations to the extent of said purchase price until paid
      in
      cash and reserving the right to resell the Collateral upon the failure of said
      purchaser to so pay the purchase price therefor, upon credit or future delivery,
      and upon such other terms and conditions as Lender deems satisfactory, and,
      if
      required by law, as set forth in any applicable notice. Lender shall not be
      obligated to make any such sale pursuant to any such applicable notice required
      by law. Lender may, without notice or publication, adjourn any such sale or
      cause the same to be adjourned from time to time by announcement at the time
      and
      place fixed for the sale, and such sale may be made at any time or place to
      which the same may be so adjourned. Lender, for its own account, may purchase
      any or all of the Collateral at any public sale and, in lieu of payment of
      the
      purchase price therefor, may set off or apply the purchase price against the
      Obligations. Lender is authorized, at any sale, if it deems it advisable so
      to
      do, to restrict the prospective bidders or purchasers to financially reputable
      persons who will represent and agree that they are purchasing for their own
      account, for investment, and not with a view to the distribution or sale of
      any
      of the Collateral. Upon any such sale, Lender shall have the right to deliver,
      assign, and transfer to the purchaser thereof, including Lender, that portion
      of
      the Collateral so sold. Each purchaser, including Lender, at any sale shall
      hold
      the property sold absolutely free from any claim or right of whatsoever kind,
      including any equity or right of redemption of Assignor, and Assignor hereby
      specifically waives and releases all rights of redemption, stay or appraisal
      which it has or may have under any rule or law or statute now existing or
      hereafter adopted. Lender, however, instead of exercising the power of
      disposition herein conferred upon it, may proceed by a suit or suits at law
      or
      in equity to foreclose the pledge and sell the Collateral, or any portion
      thereof, under a judgment or decree of a court or courts of competent
      jurisdiction. After deducting from the proceeds of the foregoing sale or other
      disposition of said Collateral, all expenses incurred by Lender in connection
      therewith (including reasonable attorneys' fees), Lender shall apply such
      proceeds towards the satisfaction of the Obligations and shall account to
      Assignor for any surplus of such proceeds.

     

    
      
        
        

      

      
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    (d)  If
      at any
      time after the occurrence and during the continuance of an Event of Default
      without cure or waiver, in the opinion of counsel for Lender, any proposed
      disposition of Collateral hereunder requires registration, qualification,
      notification, or other action under or compliance with any state blue sky or
      securities law or the Federal Securities Act of 1933, as amended, or any rules
      or regulations thereunder (collectively, the "Securities
      Laws"),
      Assignor, at the request of Lender, will as expeditiously as possible use its
      best efforts to take such action or cause such action to be taken, comply or
      cause compliance with such Securities Laws and maintain such compliance or
      cause
      such compliance to be maintained for such period as may be necessary to permit
      such disposition. Assignor acknowledges that a breach of the above covenant
      contained in this Section 6 may cause irreparable injury to Lender and that
      Lender will have no adequate remedy at law with respect to such breach, and
      consequently, Assignor agrees that the above covenant shall be specifically
      enforceable and Assignor hereby waives, to the extent such waiver is enforceable
      under law, and agrees not to assert any defenses against an action for specific
      performance of such covenant. In connection with the foregoing, Assignor will
      (i) pay all expenses imposed on or demanded of Lender under the Securities
      Laws in connection with such compliance, including the expense of furnishing
      to
      Lender an adequate number of copies of the prospectus contained in any such
      registration statement, (ii) indemnify and hold Lender harmless from and
      against any and all claims and liabilities caused by any untrue statement of
      a
      material fact or omission to state a material fact required to be stated in
      any
      registration statement, offering circular or prospectus used in connection
      with
      such compliance, or necessary to make the statements therein not misleading,
      and
      (iii) pay all expenses (including reasonable attorneys' fees) incurred by
      Lender in specifically enforcing the above covenant.

     

    The
      rights and remedies provided herein, in the Loan Agreement and in any other
      agreements between Assignor and Lender are cumulative and are in addition to
      and
      not exclusive of the rights and remedies of a secured party under the Uniform
      Commercial Code and any other rights or remedies provided by applicable law.
      Assignor hereby (i) names, constitutes and appoints Lender as Assignor's
      proxy and attorney-in-fact in Assignor's name, place and stead,
      (ii) authorizes Lender to take, at any time without the appropriate
      signature of Assignor, any action to
      take
      any action for and on behalf of Assignor which is required of Assignor or
permitted
      to be taken by the Assignee hereunder, including, without limitation, voting
      any
      and all of the Stock or other securities, as such proxy may elect, for and
      in
      the name, place and stead of Assignor, as to all matters coming before
      shareholders, and (iii) acknowledges that the constitution and appointment
      of such proxy and attorney-in-fact are coupled with an interest and are
      irrevocable. The rights, powers and authority of said proxy and attorney-in-fact
      shall remain in full force and effect, and shall not be rescinded, revoked,
      terminated, amended or otherwise modified, until all Obligations have been
      fully
      satisfied.

     

    
      
        
        

      

      
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    7.  No
      Duty Concerning Collection on Collateral.
      Lender
      shall not be liable for its failure to give notice to Assignor of a default
      under any agreement between Assignor and Lender. Lender shall not be liable
      for
      its failure to use diligence to collect any amount payable in respect to the
      Collateral, but shall be liable only to account to Assignor for what Lender
      may
      actually collect or receive thereon.

     

    8.  Further
      Assurances.
      Assignor hereby irrevocably authorizes the Assignee at any time and from time
      to
      time to file in any jurisdiction any initial Uniform Commercial Code financing
      statements and/or amendments thereto naming the Assignee, as Secured Party,
      and
      Assignor, as Debtor, that (a) describe the Collateral, and (b) contain
      any other information required by part 5 of Article 9 of the Uniform Commercial
      Code for the sufficiency or filing office acceptance of any financing statement
      or amendment, and which shall evidence the Assignee's perfection of a security
      interest in such Collateral as security for the Obligations. Assignor, upon
      demand, shall furnish to the Assignee such further information, execute and
      deliver such other documents and do all such other acts and things as the
      Assignee may at any time, or from time to time, reasonably request as being
      necessary or appropriate to establish and maintain a perfected first security
      interest in the Collateral or to otherwise evidence, document or conclude the
      transactions contemplated hereby, including, without limitation, registering
      any
      Stock pledged hereunder with the Issuer of the Stock in the event such Stock
      is
      at any time uncertificated. Assignor shall pay all costs and expenses of
      registering such Stock or of filing such financing statements, of all searches
      of records, wherever filing or recording or searching of records is deemed
      by
      the Assignee to be necessary and desirable, or otherwise incurred by the
      Assignee or its agents in carrying out the provisions of this Assignment. A
      photographic, carbon or other reproduction of this Assignment shall be
      sufficient as a financing statement.

     

    9.  Reserved.

     

    10.  Care
      in Custody.
      Lender
      shall be deemed to have exercised reasonable care in the custody and
      preservation of the Collateral and in protecting any rights with respect to
      the
      Collateral against prior parties, if Lender takes such action for that purpose
      as Assignor shall request in writing, but failure of Lender to comply with
      any
      such request shall not of itself by deemed a failure to exercise reasonable
      care, provided, however, that in any event Lender's responsibility for the
      safekeeping of the Collateral shall not extend to matters beyond the control
      of
      Lender, including, without limitation, acts of God, war, insurrection, riot,
      governmental actions or acts of any corporate or other depository.

     

    
      
        
        

      

      
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    11.  Waiver
      of Defenses.
      No
      renewal or extension of the time of payment of the Obligations; no release
      or
      surrender of, or failure to perfect or enforce any security interest for the
      Obligations; no release of any person primarily or secondarily liable on the
      Obligations (including any maker, indorser, or guarantor); no delay in
      enforcement of payment of the Obligations; and no delay or omission in
      exercising any right or power with respect of the Obligations or any security
      agreement securing the Obligations shall affect the rights of Lender in the
      Collateral. Assignor hereby waives presentment, protest, demand, notice of
      dishonor or default, notice of any loans made, extensions granted, or other
      action taken in reliance hereon and all demands and notices of any kind in
      connection with the Obligations.

     

    12.  Waiver
      of Assignor's Subrogation Rights.
      In case
      of the death, legal incompetency or insolvency (howsoever evidenced) of any
      Borrower, or in case of any bankruptcy, reorganization, debt arrangement or
      other proceeding under any bankruptcy or insolvency law, or any dissolution,
      liquidation or receivership proceeding is instituted by or against any Borrower,
      all Obligations then existing shall, without notice to anyone, immediately
      become due or accrued and be payable, jointly and severally, from Assignor.
      If
      bankruptcy or reorganization proceedings at any time are instituted by or
      against any Borrower under the United States Bankruptcy Code, Assignor hereby:
      (a) expressly and irrevocably waives, to the fullest extent possible, on
      behalf of itself and its successors and assigns and any other person, any and
      all rights at law or in equity to subrogation, to reimbursement, to exoneration,
      to contribution, to indemnification, to set off or to any other rights that
      could accrue to a surety against a principal, to a guarantor against a maker
      or
      obligor, to an accommodation party against the party accommodated, to a holder
      or transferee against a maker, or to the holder of a claim against any person,
      and which Assignor may have or hereafter acquire against any person in
      connection with or as a result of Assignor's execution, delivery and/or
      performance of this Pledge Agreement, or any other documents to which Assignor
      is a party or otherwise; (b) expressly and irrevocably waives any "claim"
      (as such term is defined in the United States Bankruptcy Code) of any kind
      against such Borrower, and further agrees that he shall not have or assert
      any
      such rights against any person (including any surety), either directly or as
      an
      attempted set off to any action commenced against Assignor by Lender or any
      other person; and (c) acknowledges and agrees that (i) this waiver is
      intended to benefit Lender and shall not limit or otherwise effect Assignor's
      liability hereunder or the enforceability of this Pledge Agreement,
      (ii) each Borrower (other than Assignor) and their successors and assigns
      are intended third party beneficiaries of this waiver, and (iii) the
      agreements set forth in this Section and Lender's rights under this Section
      shall survive payment in full of the Obligations.

     

    13.  Waiver
      by Lender.
      No
      course of dealing between Assignor and Lender, nor any failure to exercise,
      nor
      any delay in exercising any right, remedy, power or privilege of Lender
      hereunder, under the Note or under any other agreement entered into between
      Assignor and Lender, shall operate as a waiver thereof. No waiver by Lender
      of
      any Event of Default or any right or remedy hereunder, under the Loan Agreement
      or under any document or agreement shall constitute a waiver of any other event
      of default, right or remedy of Lender, nor of the same event of default, right
      or remedy on a future occasion.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    14.  Governing
      Law; Severability.
      This
      Pledge Agreement has been made and entered into in New York and shall be
      governed by and construed in accordance with the laws of the State of New York.
      Wherever possible each provision of this Pledge Agreement shall be interpreted
      in such manner as to be effective and valid under applicable law, but if any
      provision of this Pledge Agreement shall be prohibited by or invalid under
      such
      law, such provision shall be ineffective to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Pledge Agreement.

     

    15.  Successors
      and Assigns.
      This
      Pledge Agreement and all rights and liabilities hereunder and in and to any
      and
      all Collateral shall inure to the benefit of Lender and its successors and
      assigns, and shall be binding on Assignor, its successors and
      assigns.

     

    16.  Notice.
      Any
      notice of any sale, lease, other disposition, or other intended action by Lender
      shall be deemed reasonable if in writing, addressed to Assignor at the address
      set forth above, or any other address designated in a written notice by Assignor
      previously received by Lender and deposited, first class postage prepaid, in
      the
      United States mails five (5) days in advance of the intended disposition or
      other intended action, provided, however, that the foregoing shall not preclude
      the fact that failure to give such notice or notice by other means may be
      reasonable under the particular circumstances involved.

     

    17.  Duration
      and Effect.
      This
      Pledge Agreement shall remain and continue in full force and effect
      (notwithstanding, without limitation, the dissolution of any
      Borrower)
      from
      the date hereof until all of the Obligations have been fully
      and
      completely paid, satisfied and discharged.
      Thereupon,
      this Pledge Agreement shall terminate and Lender shall release any Collateral
      still held by it which has not been sold or otherwise disposed of in accordance
      with Section 6 hereof and applied toward the satisfaction of the Obligations
      hereunder, and Lender shall deliver any such Collateral to Assignor, together
      with any necessary stock powers or assignment executed by Lender in blank,
      at
      Assignor's expense. Assignor
      acknowledges that this Pledge Agreement is and shall be effective upon execution
      by Assignor and delivery to and acceptance hereof by Lender, and it shall not
      be
      necessary for Lender to execute any acceptance hereof or otherwise to signify
      or
      express its acceptance hereof to Assignor.

     

    
      
        
          
          

        

        
          -10-

          
            

          

        

         

      

    

     

    GREYSTONE
      BUSINESS
      CREDIT
      II LLC  

    
      

    

    

      IN
        WITNESS WHEREOF, Assignor and Lender have duly executed and delivered this
        Stock
        Pledge Agreement as of the date first above written.

    

     

    
      	 	 	 
	 	
              ASSIGNOR:

            
	 	 
	 	
              OBLIO
                TELECOM, INC.,
                

              
                a
                  Delaware corporation

              

            
	 
 	 
 	 
 
	
            	By:  	/s/
              KURT
              JENSEN 
	 	
              

              Name:
                Kurt Jensen

            
	 	
              Title:
                CEO

            


    

     

    
      	 	 	 
	 	
              LENDER:

            
	 	 
	 	
              GREYSTONE
                BUSINESS CREDIT II LLC, 
                a
                  Delaware limited liability company

              

            
	 
 	 
 	 
 
	
            	By:  	/s/
              DREW
              NIEDORF 
	 	
              

            


    

     

     

    Signature
      Page to Stock Pledge Agreement (Oblio)

     

    
      
        
          
          

        

        
          
          

          
            

          

        

         

      

    

     

    
      GREYSTONE
        BUSINESS
        CREDIT
        II LLC  

      
        

      

    

     

    SCHEDULE
      I

     

    PLEDGED
      STOCK

    


    
      	
              Assignor

            	 	
              Issuer

            	 	
              Class
                of Interest

            	 	
              Certificate(s)
                of Shares

            	 	
              Number
                of Shares

            	 	
              Percentage
                of Outstanding Shares

            
	
              Oblio
                Telecom, Inc.

            	 	
              Start
                Talk Inc.

            	 	
              common

            	 	
              1

            	 	
              1,000

            	 	
              100%

            
	
              Oblio
                Telecom, Inc.

            	 	
              Pinless,
                Inc.

            	 	
              common

            	 	
              5

            	 	
              2,000

            	 	
              100%

            
	 	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
          
            Schedule
              I

          

        

        
          
          

          
            

          

        

         

      

    

     

    
      
        GREYSTONE
          BUSINESS
          CREDIT
          II LLC  

        
          

        

      

       

    

    


    


     

    


    


    Acknowledgment
      to Stock Pledge Agreement (Oblio)