Exhibit 10.9

                           PLEDGE AND ESCROW AGREEMENT

      THIS PLEDGE AND ESCROW  AGREEMENT  (the  "Agreement")  is made and entered
into as of April 14, 2005 (the "Effective  Date") by and among MONTGOMERY EQUITY
PARTNERS, LTD. a Delaware corporation (the "Pledgee"),  TRUST LICENSING, INC., a
corporation  organized and existing under the laws of the State of Delaware (the
"Company"  and/or the  "Pledgor"),  and DAVID  GONZALEZ,  ESQ.,  as escrow agent
("Escrow Agent").

                                    RECITALS:

      WHEREAS, on even date herewith, the Pledgee and the Company entered into a
promissory  Note  for the  principal  amount  of Six  Hundred  Thousand  Dollars
($600,000) (the "Note"), a copy of which is attached as Exhibit "A;"

      WHEREAS,  pursuant to the terms of the Note,  the Company is  obligated to
make certain  payments to the  Pledgee,  as more  particularly  described in the
Note; and

      WHEREAS, in order to secure the Company's  obligations under the Note, the
Company has agreed to pledge to the Pledgee  Sixty Million  (60,000,000)  shares
(the  "Shares") of the  Company's  authorized  and unissued  common stock of the
Company.

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

TERMS AND CONDITIONS

      1. Pledge and  Transfer of Pledge  Shares.  The Pledgor  hereby  grants to
Pledgee a security interest in all Shares  beneficially owned by such Pledgor as
security for its obligations under the Note.  Simultaneously  with the execution
of this  Agreement and the closing of the  transactions  contemplated  under the
Note, Pledgor shall deliver to the Escrow Agent stock certificates  representing
the  Shares,  together  with duly  executed  stock  powers or other  appropriate
transfer documents executed in blank by Pledgor (the "Transfer Documents"),  and
such stock certificates and Transfer Documents shall be held by the Escrow Agent
until the full  payment of all amounts due to the Pledgee  under the Note or the
termination or expiration of this Agreement. The Pledgor hereby grants Pledgee a
further  security  interest  in any stock  rights,  rights to  subscribe,  stock
dividends, new securities, or other property (excluding cash dividends) to which
the  Pledgor is or may  hereafter  become  entitled to receive on account of the
Shares originally  pledged hereunder.  In the event Pledgor receives  additional
property of such  nature  ("Additional  Pledged  Property"),  the Pledgor  shall
immediately  deliver such Additional  Pledged Property to the Escrow Agent to be
held by the Escrow  Agent in the same manner and on the same terms as the Shares
originally pledged hereunder


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<PAGE>

      1. Title to Pledge Shares.  From the Effective  Date,  subject only to the
security interest of Pledgee created  hereunder,  the Pledgor shall be the legal
and record owner of their respective  Shares,  and shall be entitled to vote the
Shares, to receive dividends and other distributions  thereon,  and to enjoy all
other rights and privileges incident to the ownership of the Shares,  subject to
the restrictions  herein. Upon the occurrence of an Event of Default (as defined
herein),  the Pledgee shall be entitled to vote the Shares, to receive dividends
and other  distributions  thereon,  and to enjoy all other rights and privileges
incident to the ownership of the Shares.

      2. Release of Shares from Pledge. Upon the full payment of all amounts due
to the Pledgee under the Note,  the parties hereto shall notify the Escrow Agent
to such effect in writing. Upon receipt of such written notice, the Escrow Agent
shall  return  to the  Pledgor  the  Transfer  Documents  and  the  certificates
representing the Shares,  whereupon any and all rights of Pledgee in the Pledged
Materials  shall  be  terminated.   Notwithstanding  anything  to  the  contrary
contained herein,  upon full payment of all amounts due to the Pledgee under the
Note,  this Agreement and Pledgee's  security  interest and rights in and to the
Shares, shall terminate.

      3.  Event of  Default.  An  "Event  of  Default"  shall be  deemed to have
occurred under this Agreement upon an Event of Default under the Note.

      4. Remedies.  Upon the  occurrence of the Event of Default,  Pledgee shall
provide  written  notice of such  Default (the  "Default  Notice") to the Escrow
Agent, with a copy to the Company and the Pledgor.  As soon as practicable after
receipt of the Default  Notice,  the Escrow  Agent shall  deliver to Pledgee the
Pledged  Materials  held by the Escrow Agent  hereunder,  whereupon  Pledgee may
exercise  all  rights  and  remedies  of a secured  party  with  respect to such
property as may be available  under the Uniform  Commercial Code as in effect in
the State of New Jersey and all rights and remedies specified in the Note.

      5. Concerning the Escrow Agent.

            5.1. The Escrow Agent  undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

            5.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.


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<PAGE>

            5.3.  Pledgee,  the Company and Pledgor  hereby  agree,  jointly and
severally,  to defend and  indemnify  the Escrow Agent and hold it harmless from
any and all claims,  liabilities,  losses, actions, suits, or proceedings at law
or in equity, or any other expenses, fees, or charges of any character or nature
which it may incur or with which it may be threatened by reason of its acting as
Escrow Agent under this Agreement; and in connection therewith, to indemnify the
Escrow Agent against any and all expenses,  including  attorneys' fees and costs
of defending  any action,  suit,  or  proceeding or resisting any claim (and any
costs incurred by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof).  The
Escrow  Agent shall be vested with a lien on all property  deposited  hereunder,
for  indemnification  of  attorneys'  fees and court costs  regarding  any suit,
proceeding  or  otherwise,  or any  other  expenses,  fees,  or  charges  of any
character  or nature,  which may be  incurred  by the Escrow  Agent by reason of
disputes   arising  between  the  makers  of  this  escrow  as  to  the  correct
interpretation  of this  Agreement  and  instructions  given to the Escrow Agent
hereunder,  or otherwise,  with the right of the Escrow Agent, regardless of the
instructions  aforesaid,  to hold said property until and unless said additional
expenses,  fees,  and charges shall be fully paid. Any fees and costs charged by
the Escrow Agent for serving hereunder shall be paid by the Pledgor.

            5.4.  If any of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

            5.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such counsel  shall be paid jointly and  severally by Pledgor,
the Company and  Pledgee)  and shall have full and  complete  authorization  and
protection for any action taken or suffered by it hereunder in good faith and in
accordance  with the  opinion of such  counsel.  The Escrow  Agent  shall not be
liable for any  mistakes  of fact or error of  judgment,  or for any  actions or
omissions  of any  kind,  unless  caused  by its  willful  misconduct  or  gross
negligence.

            5.6. The Escrow Agent may resign upon ten (10) days' written  notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

            5.7. The Escrow Agent shall not receive any fees or  compensation in
connection with this Agreement.

      6. Conflict Waiver.  Pledgee acknowledges and agrees that the Escrow Agent
is solely  representing  the Pledgor in connection  with this  Agreement and the
Note and Pledgee  waives any  objection it might have with respect to the Escrow
Agent acting as the Escrow Agent pursuant to this Agreement.


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<PAGE>

      7.  Notices.  Unless  otherwise  provided  herein,  all demands,  notices,
consents,  service of process, requests and other communications hereunder shall
be in writing and shall be delivered in person or by overnight  courier service,
or mailed by certified mail, return receipt requested, addressed:

            (i) If to the Company/Pledgor:

                              Trust Licensing, Inc.
                              950 South Pine Island Road - Suite A150-1094
                              Plantation, Fl 33324
                              Attn: Jeffrey W. Sass

                with a copy to:

                              McLaughlin & Stern, LLP
                              260 Madison Avenue
                              New York, NY 10016
                              Attn: David W. Sass, Esq.

            (ii) If to the Pledgee:

                              Montgomery Equity Partners, Ltd.
                              101 Hudson Street - Suite 3700
                              Jersey City, NJ 07302
                              Attn: Mark Angelo, Portfolio Manager

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

      8. Binding Effect.  All of the covenants and obligations  contained herein
shall be binding upon and shall inure to the benefit of the respective  parties,
their successors and assigns.

      9. Governing Law; Venue; Service of Process. The validity,  interpretation
and  performance  of this Agreement  shall be determined in accordance  with the
laws of the State of New Jersey applicable to contracts made and to be performed
wholly  within that state  except to the extent that  Federal law  applies.  The
parties hereto agree that any disputes, claims, disagreements, lawsuits, actions
or controversies of any type or nature whatsoever that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be brought in the state or  Federal  courts  located in Hudson
County,  New Jersey, and the parties hereto agree


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<PAGE>

not to  challenge  the  selection of that venue in any such  proceeding  for any
reason,  including,  without  limitation,  on the grounds  that such venue is an
inconvenient  forum.  The  parties  hereto  specifically  agree that  service of
process may be made,  and such  service of process  shall be  effective if made,
pursuant to Section 8 hereto.

      10.  Enforcement Costs. If any legal action 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  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

      11.  Remedies  Cumulative.  No remedy herein  conferred  upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

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

      13. No Penalties. No provision of this Agreement is to be interpreted as a
penalty upon any party to this Agreement.

      14. JURY TRIAL.  EACH OF THE PLEDGEE,  THE COMPANY AND THE PLEDGOR  HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A
TRIAL BY JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH THE DEALINGS  BETWEEN PLEDGEE
AND  PLEDGOR,  THIS  PLEDGE AND ESCROW  AGREEMENT  OR ANY  DOCUMENT  EXECUTED IN
CONNECTION  HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY
OR OTHERWISE.


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      IN WITNESS WHEREOF,  the parties hereto have duly executed this Pledge and
Escrow Agreement as of the date first above written.

                            MONTGOMERY EQUITY PARTNERS, LTD.

                            By: /s/ Mark Angelo
                                ---------------------------------------
                            Name:  Mark Angelo
                            Title: Portfolio Manager

                            TRUST LICENSING, INC.

                            By: /s/ Jeffrey W. Sass
                                ---------------------------------------
                            Name:  Jeffrey W. Sass
                            Title: CEO

                            ESCROW AGENT

                            By: /s/ David Gonzalez
                                ---------------------------------------
                            Name:  David Gonzalez, Esq.


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