EXHIBIT
E




PLEDGE
AGREEMENT




THIS
PLEDGE AGREEMENT (this
“Agreement”), dated
as of _______ ___, 2005 between Yarek Bartosz (“Pledgor”), each
secured party identified on the signature page attached hereto (collectively,
together with its successors and assigns, “Secured
Party”) and
Troy & Gould PC (“Pledge
Holder”).

 

WHEREAS,
pursuant to a Securities Purchase Agreement, dated the date hereof, between
Global National Communications Corp., a Nevada corporation and the Secured Party
(the “Purchase
Agreement”),
Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company’s 8% Convertible Debentures,
due three years from the date of issue (the “Notes”), which
are convertible into shares of Company’s Common Stock, par value $.00001 per
share (the “Common
Stock”). In
connection therewith, Company shall issue the Secured Party certain Common Stock
purchase warrants (the “Warrants”);
and

 

WHEREAS, in
connection with the closing
under the Purchase Agreement on the
date hereof (the
“Closing”), Pledgor
has agreed to execute and deliver this Agreement and to pledge hereunder the
Collateral (as defined herein) to the Pledge Holder, as security for Pledgor’s
obligations under the Notes (the “Obligations”).

 

NOW,
THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

 

1. DEFINITIONS

 

Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement. The following terms, as used in this
Agreement, shall have the following meanings:

 

“Company
Shares” means
the shares of Common Stock, $.00001 par value, of the Company.

 

“Event
of Default” The
occurrence of any of the following shall constitute an event of default
(“Event
of Default”)
hereunder: 

 

(a) Failure
of Company to pay, when due, the principal, any interest or any other sum
payable under the Notes and such
failure continues for three (3) business days;

 

(b) The
failure of Company generally to pay its debts as such debts become due, the
admission by Company in writing of its inability to pay its debts as such debts
become due, or the making by Company of any general assignment for the benefit
of creditors; 

 

(c) an event
of default (as defined in the Notes) exists under the Notes; or

 

(d) If
pursuant to or within the meaning of the United States Bankruptcy Code or any
other federal or state law relating to insolvency or relief of debtors, Company
shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of
an order for relief against it in an involuntary case; or (iii) consent to the
appointment of a trustee, receiver, assignee, liquidator or similar
official.

 







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“Pledged
Shares” means
the Company Shares owned by Pledgor described on Schedule
A under
the heading “Pledged Shares” (as such schedule may be amended or supplemented
from time to time), and the certificates, if any, representing such shares, all
security entitlement pertaining to such shares, and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such
shares.

 

“Proceeds” means
(i) all “proceeds” as defined in the UCC, (ii) payments or distributions made
with respect to any Collateral and (iii) whatever is receivable or received when
Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.

 

“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New
York or, when the context implies, the Uniform Commercial Code as in effect from
time to time in any other applicable jurisdiction.

 

2. PLEDGE
OF COLLATERAL

 

2(a) As
security for the due and punctual payment and performance by Company of all of
its Obligations (collectively, the “Secured
Obligations”),
Pledgor hereby pledges and assigns to Secured Party, a first
priority security interest in and continuing lien on all of Pledgor’s right,
title and interest in, to and under the following, in each case whether now
owned or existing or hereafter acquired or arising and wherever located (all of
which being hereinafter collectively referred to as the “Collateral”):

 

(i)  all Pledged
Shares;
and

 

(ii)  to the
extent not otherwise included above, all Proceeds, products, accessions, rents
and profits of or in respect of any of the foregoing.



 

2(b) Simultaneously
with the execution of this Agreement, Pledgor is delivering to the Pledge Holder
a certificate representing the Pledged Shares and such certificate shall be duly
endorsed in blank or accompanied by a stock power duly executed by Pledgor in
blank, together with any documentary tax stamps and any other documents
necessary to cause Secured Party to have a good, valid and perfected first
pledge of, lien on and security interest in the Collateral, free and clear of
any mortgage, pledge, lien, security interest, hypothecation, assignment,
charge, right, encumbrance or restriction (individually, “Encumbrance” and
collectively, “Encumbrances”).





2(c) At any
time following an Event of Default, any or all shares of the Collateral held by
the Pledge Holder hereunder may at the option of Secured Party exercised in
accordance with Section 3(d) hereof,
pursuant to a written notice sent to the Pledge Holder executed by each Secured
Party, be registered in the name of Secured Party, and Pledgor hereby covenants
that, upon demand therefor by Secured Party, Pledgor shall use its best efforts
to cause the Company to effect such registration.

 

2(d) Pledgor
grants Secured Party the right, at Secured Party's option, to file any or all
such financing statements, continuation statements and other documents pursuant
to the UCC, any other applicable law or otherwise, without Pledgor's signature,
and irrevocably appoints Secured Party as Pledgor's attorney in fact to execute
any such statements and documents in Pledgor's name and to perform all other
acts which Secured Party deem appropriate to perfect and continue the security
interest conferred by this Agreement. Pledgor authorizes the Secured Party to
file one or more Uniform Commercial Code financing statements or continuation
statements relating to all or any part of the Collateral without the signature
of Pledgor where permitted by law. Any such financing statements may be signed
by Secured Party on behalf of Pledgor and may be filed at any time in any
jurisdiction whether on not Revised Article 9 is then in effect in that
jurisdiction.



 







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3. VOTING
RIGHTS, DIVIDENDS AND DISTRIBUTIONS

 

So long
as no Event of Default shall have occurred and be continuing:

 

3(a) Pledgor
shall be entitled to exercise any and all voting and/or consensual rights and
powers relating or pertaining to the Collateral or any part thereof, subject to
the terms hereof. 

 

3(b) Pledgor
shall be entitled to receive and retain cash dividends payable on the
Collateral; provided,
however, that
all other dividends (including, without limitation, stock and liquidating
dividends), distributions in property, returns of capital and other
distributions made on or in respect of the Collateral, whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock of
Company or received in exchange for the Collateral or any part thereof or as a
result of any merger, consolidation, acquisition or other exchange of assets to
which Company may be a party or otherwise, and any and all cash and other
property received in exchange for or redemption of any of the Collateral, shall
be retained by Secured Party, or, if delivered to Pledgor, shall be held in
trust for the benefit of Secured Party and forthwith delivered to Secured Party
and shall be considered as part of the Collateral for all purposes of this
Agreement.

 

3(c) Secured
Party shall execute and deliver (or cause to be executed and delivered) to
Pledgor all such proxies, powers of attorney, dividend orders, and other
instruments as Pledgor may request for the purpose of enabling Pledgor to
exercise the voting and/or consensual rights and powers which Pledgor is
entitled to exercise pursuant to Section
3(a) above
and/or to receive the dividends which Pledgor is authorized to receive and
retain pursuant to Section
3(b) above;
and Pledgor shall execute and deliver to Secured Party such instruments as may
be required or may be requested by Secured Party to enable Secured Party to
receive and retain the dividends, distributions in property, returns of capital
and other distributions it is authorized to receive and retain pursuant to
Section
3(b)
above.

 

3(d) Upon the
occurrence and during the continuance of an Event of Default, all rights of
Pledgor to exercise the voting and/or consensual rights and powers which Pledgor
is entitled to exercise pursuant to Section
3(a) above
and/or to receive the dividends which Pledgor is authorized to receive and
retain pursuant to Section 3(b) above
shall cease, at the option of Secured Party (if so directed by Secured Party),
and all such rights shall thereupon become vested in Secured Party, who shall
have the sole and exclusive right and authority to exercise such voting and/or
consensual rights and powers and/or to receive and retain such dividends. In
such case Pledgor shall execute and deliver such documents as Secured Party may
request to enable Secured Party to exercise such rights and receive such
dividends. In addition, Secured Party is hereby appointed the attorney-in-fact
of Pledgor, with full power of substitution, which appointment as
attorney-in-fact is irrevocable and coupled with an interest, to take all such
actions after the occurrence and during the continuance of an Event of Default,
whether in the name of Secured Party or Pledgor, as Secured Party may consider
necessary or desirable for the purpose of exercising such rights and receiving
such dividends. Any and all money and other property paid over to or received by
Secured Party pursuant to the provisions of this Section
3(d) shall be
retained by Secured Party as part of the Collateral and shall be applied in
accordance with the provisions hereof.

 







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4. REMEDIES
ON DEFAULT 

 

4(a) If at any
time an Event of Default shall have occurred and be continuing, then Secured
Party may, in addition to having the right to exercise any right or remedy of a
secured party upon default under the UCC, to the extent permitted by law,
without being required to give any notice to Pledgor 

except as
provided below:

 

(i) Apply any
cash held by it hereunder in the manner provided in Section 4(c) below;
and

 

(ii) If there
shall be no such cash or if the cash so applied shall be insufficient to pay in
full the items specified in Sections 4(c)(i) and
(c)(ii) below,
collect, receive, appropriate and realize upon the Collateral or any part
thereof, and/or, Secured Party may, sell, assign, contract to sell or otherwise
dispose of and deliver the Collateral or any part thereof, in its entirety or in
portions, at public or private sale or at any broker’s board, on any securities
exchange or at any of Secured Party’s residences or elsewhere, for cash, upon
credit or for future delivery, and at such price or prices as Secured Party may
deem best, and Secured Party may (except as otherwise provided by law) be the
purchaser of any or all of the Collateral so sold and thereafter may hold the
same, absolutely, free from any right or claim of whatsoever kind.

 

In the
event of a sale as aforesaid, Secured Party is authorized to, at any such sale,
if it deems it advisable so to do, restrict the number of prospective bidders or
purchasers and/or further restrict such prospective bidders or purchasers to
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 resale of
the Collateral, and may otherwise require that such sale be conducted subject to
restrictions as to such other matters as Secured Party may deem necessary in
order that such sale may be effected in such manner as to comply with all
applicable state and federal securities laws. Upon any such sale, Secured Party
shall have the right to deliver, assign and transfer to the purchaser thereof
the Collateral so sold.

 

Pledgor
hereby acknowledges that, notwithstanding that a higher price might be obtained
for the Collateral at a public sale than at a private sale or sales, the making
of a public sale of the Collateral may be subject to registration requirements
under applicable securities laws and similar other legal restrictions compliance
with which would require such actions on the part of Pledgor, would entail such
expenses, and would subject Secured Party, any underwriter through whom the
Collateral may be sold and any controlling person of any of the foregoing to
such liabilities, as would make a public sale of the Collateral impractical.
Accordingly, Pledgor hereby agrees that private sales made by Secured Party in
good faith in accordance with the provisions of this Section 4(a) may be
at prices and on other terms less favorable to the seller than if the Collateral
were sold at public sale, and that Secured Party shall not have any obligation
to take any steps in order to permit the Collateral to be sold at public sale, a
private sale being considered or deemed to be a sale in a commercially
reasonable manner.

 

Each
purchaser at any such sale shall hold the property sold, absolutely, free from
any claim or right of whatsoever kind, including any equity or right of
redemption of Pledgor, who hereby specifically waives all rights of redemption,
stay or appraisal which Pledgor has or may have under any rule of law or statute
now existing or hereafter adopted. Secured Party shall give Pledgor not less
than ten (10) days’ written notice of its intention to make any such public or
private sale. Such notice, in case of a public sale, shall state the time and
place fixed for such sale, and, in case of a sale at broker’s board, on a
securities exchange or elsewhere, shall state the board, exchange or other
location at which such sale is to be made and the day on which the Collateral,
or that portion thereof so being sold, will first be offered for sale at such
location. Such notice, in case of a private sale, shall state only the date on
or after which such sale may be made. Any such notice given as aforesaid shall
be deemed to be reasonable notification.

Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as Secured Party may fix in the notice of such sale.
At any sale the Collateral may be sold in one lot as an entirety or in parts, as
Secured Party may determine. Secured Party shall not be obligated to make any
sale pursuant to any such notice. Secured Party may, without notice or
publication, adjourn any 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. In case of
any sale of all or any part of the Collateral on credit or for future delivery,
the Collateral so sold may be retained by Secured Party until the selling price
is paid by the purchaser thereof, but the Secured Party shall not incur any
liability in case of the failure of such purchaser to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may again
be sold upon like notice.

 







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Secured
Party, instead of exercising the power of sale herein conferred upon it, may
proceed by a suit or suits at law or in equity to foreclose its lien or security
interest arising from this Agreement and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction.

 

Upon the
occurrence of an Event of Default, Secured Party or its nominee shall have the
right to exercise any and all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of Company, or upon the exercise by Company of any right,
privilege or option pertaining to any such shares of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated agency
upon such terms and conditions as Secured Party may determine.

 

On any
sale of the Collateral, Secured Party is hereby authorized to comply with any
limitation or restriction in connection with such sale that it may be advised by
counsel is necessary in order to avoid any violation of applicable law or in
order to obtain any required approval of the purchaser or purchasers by any
governmental regulatory authority or officer or court.

 

It is
expressly understood and agreed by Pledgor that Secured Party may exercise its
rights under any other document providing security for the Secured Obligations
without exercising its rights or affecting the security provided hereunder, and
it is further understood and agreed by Pledgor that Secured Party may proceed
against all or any portion or portions of the Collateral and all other
collateral securing the Secured Obligations in such order and at such time as
Secured Party, in its sole discretion, sees fit; and Pledgor hereby expressly
waives any rights under the doctrine of marshalling of assets.

Compliance
with the foregoing procedures shall result in such sale or disposition being
considered or deemed to have been made in a commercially reasonable
manner.

 

4(b) Each of
the rights, powers, and remedies provided herein, in the Note or in any other
document providing security for the Secured Obligations or now or hereafter
existing at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for herein or therein or now or hereafter existing at law or in equity
or by statute or otherwise. The exercise of any such right, power or remedy
shall not preclude the simultaneous or later exercise of any or all other such
rights, powers or remedies. No notice to or demand on Pledgor in any case shall
entitle Pledgor to any other notice or demand in similar or other
circumstances.

 







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4(c) The
proceeds of any collection, recovery, receipt, appropriation, realization or
sale as aforesaid shall be applied by Secured Party in the following
order:

 

(i) First, to
the payment of all costs and expenses of every kind incurred by Secured Party in
connection therewith or incidental to the care, safekeeping or otherwise of any
of the Collateral, including, without limitation, reasonable attorneys’ fees and
expenses; and

 

(ii) Second,
to the payment of any amounts due under the Secured Obligations.

 

5. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PLEDGOR

 

Pledgor
represents, warrants and covenants that:

 

5(a) Pledgor
has all requisite capacity, power and authority, being under no legal
restriction, limitation or disability, to own the Collateral and to execute,
deliver and perform this Agreement.

 

5(b) This
Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid, and binding obligation of Pledgor, enforceable in
accordance with its terms.

Pledgor
is the record and beneficial owner of each share of the Collateral set forth
next to Pledgor’s name on Schedule A. Pledgor has and will have good, valid
and marketable title to the
Collateral, free
and clear of all Encumbrances other than the security interest created by this
Agreement.

 

5(c) All of
the shares of the Collateral have been duly and validly issued, fully paid and
nonassessable.

 

5(d) The
Collateral is and will be duly and validly pledged for the benefit of Secured
Party in accordance with law, and the Secured Party has and will have a good,
valid, and perfected first lien on and security interest in the Collateral and
the proceeds thereof.

 

5(e) The
execution, delivery and performance by Pledgor of this Agreement does not and
will not: (i) conflict with or result in a breach of or constitute a
default or require any consent (which has not been obtained) under, or result in
or require the acceleration of any of its indebtedness pursuant to, any
agreement, indenture or other instrument to which Pledgor is a party or by which
Pledgor may be
bound or affected; or (ii) conflict with or violate any judgment, decree,
order, law, statute, ordinance, license or other governmental rule or regulation
applicable to Pledgor.

 

5(f) No
approval, consent or other action by Pledgor, any governmental authority, or any
other person or entity is or will be necessary to permit the valid execution,
delivery or performance of this Agreement by Pledgor.

 

5(g) There is
no action, claim, suit, proceeding or investigation pending, or to the knowledge
of Pledgor, threatened or reasonably anticipated, against or affecting Pledgor,
this Agreement, or the transactions contemplated hereby, before or by any court,
arbitrator or governmental authority which might adversely affect Pledgor's
ability to perform its obligations under this Agreement or might materially
adversely affect the value of the Collateral.

 







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5(h) No
effective financing statement naming Pledgor as debtor, assignor, grantor,
mortgagor, pledgor or the like and covering all or any part of the Collateral is
on file in any filing or recording office in any jurisdiction.

 

5(i) Until all
Secured Obligations have been performed in full, Pledgor hereby covenants that,
unless Secured Party otherwise consents in advance in writing:



 

(i) Pledgor
shall defend the Collateral and Secured Party’s interest therein against all
claims and demands of all persons at any time claiming the same or any interest
therein adverse to Secured Party, and pay all costs and expenses (including,
without limitation, reasonable attorneys’ fees and expenses) in connection with
such defense.

 

(ii) Pledgor
shall not sell, transfer, pledge, assign or otherwise dispose of any of the
Collateral or any interest therein, and Pledgor shall not create, incur, assume
or suffer to exist any Encumbrance with respect to any of the Collateral or any
interest therein (except pursuant hereto).

 

(iii) Pledgor
shall not take or permit to be taken any action in connection with the
Collateral or otherwise which would impair the value of the interests or rights
of Pledgor therein or which would impair the interests or rights of Secured
Party therein or with respect thereto.

 

6. FEES
AND EXPENSES OF SECURED PARTY

 

Secured
Party shall be reimbursed by Pledgor for its out of pocket expenses, including,
without limitation, reasonable attorneys’ fees, incurred in effecting any of the
transactions and responsibilities described herein. Pledgor shall reimburse
Secured Party for, and save Secured Party harmless from and against liability
for the payment of, all out-of-pocket expenses arising in connection with the
enforcement of, or for the preservation or exercise of any rights (including the
right to realize upon the Collateral) under, this Agreement, including, without
limitation, reasonable attorneys’ fees.

 

7. CONTINUING
LIEN; RETURN OF COLLATERAL

 

This
Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the payment in full of all Secured
Obligations. So long as no Event of Default has occurred, when all Secured
Obligations have been paid, performed and satisfied in full, this Agreement
shall terminate and the Collateral held by Secured Party shall promptly be
returned to Pledgor, in no event later than five (5) business days after the
date of such notification, at the address of Pledgor set forth in Section
11 or at
such other address as Pledgor may direct in writing. The Secured Party shall not
be deemed to have made any representation or warranty with respect to any
Collateral so delivered, except that such Collateral is free and clear, on the
date of delivery, of any and all liens, charges and encumbrances arising from
its own acts.

 

8. ADDITIONAL
ACTIONS AND DOCUMENTS

 

Pledgor
hereby agrees to take or cause to be taken such further actions to execute,
deliver and file or cause to be executed, delivered and filed such further
documents and instruments, and to obtain such consents as may be necessary or
desirable, in the opinion of Secured Party, in order to fully effectuate the
purposes, terms and conditions of this Agreement, whether before, at or after
the occurrence of an Event of Default.

 







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9. SURVIVAL

 

It is the
express intention and agreement of the parties hereto that all covenants,
agreements, statements, representations, warranties and indemnities made by
Pledgor herein shall survive the execution and delivery of this
Agreement.

 

10. ENTIRE
AGREEMENT

 

This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters provided
for herein.

 

11. NOTICES

 

All
notices, demands, consents, requests, and other communications required or
permitted to be given or made hereunder shall be in writing and shall be
delivered, telecopied, telexed or mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand
delivery, addressed as follows:

 

If to
Pledgor:

Yarek
Bartosz 

2/F Hang
Wei Bldg.

Road
2

North
Hi-Tech Park

Shenzhen,
Guang9dong

Peoples
Republic of China

Facsimile:
(____)
___-_____




with a
copy (which shall not constitute notice hereunder) to: 

 

Troy
& Gould

1801
Century Park East

16th Floor


Los
Angeles, California 90067 

Attention:
David L. Ficksman, Esq.

Facsimile:
(310)
201-4746



If the
Pledge Holder:




Troy
& Gould

1801
Century Park East

16th Floor


Los
Angeles, California 90067 

Attention:
David L. Ficksman, Esq.

Facsimile:
(310)
201-4746






If to
Secured Party:




To the
address set forth on the signature page attached hereto.

 







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Each
party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication which shall be given or made in
the manner described above shall be deemed sufficiently given or made for all
purposes at such time as it is hand-delivered to the addressee (with the
delivery receipt or statement of messenger being deemed conclusive, but not
exclusive, evidence of such delivery) or at such time as delivery is refused by
the addressee upon presentation or three (3) days after being deposited in the
mails, as applicable.

 

12. AMENDMENT

 

No
amendment, modification or supplement of or to this Agreement shall be valid or
binding unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification or supplement is sought.

 

13. BENEFIT
AND ASSIGNMENT

 

This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement may
not be assigned by Pledgor.

 

14. WAIVER

 

No delay
or failure on the part of Secured Party in exercising any right, power or
privilege under this Agreement or under any other instruments given in
connection with or pursuant to this Agreement shall impair any such right, power
or privilege or be construed as a waiver of any default or any acquiescence
therein. No single or partial exercise of any such right, power or privilege
shall preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against Secured Party unless made in writing and signed by Secured Party, and
then only to the extent expressly specified therein.

 

15. SEVERABILITY

 

If any
part of any provision of this Agreement or any other agreement, document or
writing given pursuant to or in connection with this Agreement shall be invalid
or unenforceable in any respect, such part shall be ineffective to the extent of
such invalidity or unenforceability only, without in any way affecting the
remaining parts of such provision or the remaining provisions of this
Agreement.

 

16. GOVERNING
LAW; JURISDICTION

 

This
Agreement, the rights and obligations of the parties hereto, and any claims or
disputes relating thereto, shall be governed by and construed in accordance with
the laws of the State of New York (excluding the choice of law rules thereof).
In any action between any of the parties arising out of or relating to this
Agreement or any of the transactions contemplated by this Agreement: (a) each of
the parties irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of the state and city courts in the City of New
York and the applicable courts for appeals thereform; (b) if any such action is
commenced in a state court, then, subject to applicable law, no party shall
object to the removal of such action to any federal court located in the State
of New York; (c) each of the parties irrevocably waives the right to trial by
jury; and (d) each of the parties irrevocably consents to service of process by
first class certified mail, return receipt requested, postage prepaid, to the
address at which such party is to receive notice in accordance with Section
11.

 

 







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17.  PRONOUNS

 

All
pronouns and any variations thereof in this Agreement shall be deemed to refer
to the masculine, feminine, neuter, singular or plural, as the identity of the
person or entity may require.

 

18. HEADINGS

 

Section
headings contained in this Agreement are inserted for convenience of reference
only, shall not be deemed to be a part of this Agreement for any purpose, and
shall not in any way define or affect the meaning, construction or scope of any
of the provisions hereof.

 

19. EXECUTION

 

To
facilitate execution, this Agreement may be executed in as many counterparts as
may be required; and it shall not be necessary that the signatures of, or on
behalf of, each party, or that the signatures of all persons required to bind
any party, appear on each counterpart; but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signatures of the persons
required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in making proof of this Agreement to produce or account for more than
that number of counterparts containing the respective signatures of, or on
behalf of, all of the parties hereto.

 

 



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IN
WITNESS WHEREOF, each of
the parties hereto has duly executed this Pledge Agreement, or has caused this
Pledge Agreement to be duly executed on its behalf, as of the day and year first
above written.




PLEDGOR:






	 
	Yarek Bartosz







 




PLEDGE
HOLDER:



 


 


	By:	 	 
	Name:	 	 
	Title:	 	 



       

      

       




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE
PAGES FOR SECURED PARTY FOLLOWS]

 


 







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[PURCHASER
SIGNATURE PAGES TO GLNC SECURITIES PURCHASE AGREEMENT]




IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

 

Name of
Secured Party:
________________________________________________________

Signature
of Authorized Signatory of Secured Party:
__________________________________

Name of
Authorized Signatory:
____________________________________________________

Title of
Authorized Signatory:
_____________________________________________________

Email
Address of
Purchaser:________________________________________________




Address
for Notice of Secured Party:










Address
for Delivery of Pledged Shares for Purchaser (if not same as
above):













E-12















Schedule
A




PLEDGED
SHARES

 


	
      PLEDGOR
	 	
      PLEDGED
      SHARES

	 	 	 
	
      Yarek
      Bartosz
	 	
      ______
      SHARES OF COMMON STOCK, $.00001 PAR VALUE, OF GLOBAL NATIONAL
      COMMUNICATION CORP.