orbit10exhibit033103argyll







                                 Argyll Equities
                            Limited Liability Company


                      Private Collateralized Loan Agreement
________________________________________________________________________________

 This loan agreement constitutes a "private transaction between individuals" as
                        such term is used by applicable
                   regulatory and jurisdictional authorities.
________________________________________________________________________________

This 19th day of August 2004

NOW COMES: Joseph R. Cellura whose address of record is OrbitTravel.com Corp.,
1990 S. Bundy, Los Angeles, CA 90025 (the "Borrower") and Argyll Equities, LLC,
a limited liability company chartered in the State of Texas having a principal
place of business at 1580 South Main Street, Boerne, TX 78006 (the "Lender").

WHEREAS: The Borrower has requested that the Lender provide a loan in the amount
of:

   33% of the Bid Price of 119,714,050 shares of OrbitTravel.com Corp (Other
                                  OTC:OBTV.PK)

For the purpose of calculating the actual loan value, the stock price per share
shall be determined on the business day said collateral is received by the
clearing house and released to the Lender using the closing bid price (the
"Index Price"); or the 3 prior day average closing bid price, whichever is less;
and

WHEREAS: The Lender is willing to furnish such loan only upon the terms and
conditions contained herein including, without limitation, the execution,
delivery and where appropriate, the filing and/or recording of certain
collateral security instruments.

NOW THEREFORE: In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed as follows:

SECTION 1. DEFINITIONS: As used in this Agreement, the following terms shall
have the following meanings:

1.1     "Collateral" shall mean One Hundred Nineteen Million, Seven Hundred
        Fourteen Thousand and Fifty (119,714,050) free trading shares of
        OrbitTravel.com Corp (Other OTC:OBTV.PK).

1.2     "Default" shall mean any event specified in Section 7.1 hereof.

1.3     "Event of Default" shall mean any event specified in Section 7.1 hereof.

1.4     "Fair Market Value" shall mean with respect to each of the shares included
        in the Collateral and for any day:

        (a) if the principal market for the Collateral is a national securities
            exchange, the average of the highest and lowest sales prices per share
            of the Collateral on such day as reported by such exchange or on a
            composite tape reflecting transactions on such exchange, or;

        (b) if the principal market for the Collateral is not a national
            securities exchange and the Collateral is quoted on The Nasdaq Stock
            Market ("Nasdaq"), and,

                (i) if actual sales price information is available with respect to
                    the Collateral, the average of the highest and lowest sales
                    prices per share of the Collateral on such day on Nasdaq, or (ii)
                    if such information is not available, the average of the highest
                    bid and lowest asked prices per share of the Collateral on such
                    day on Nasdaq, or
        (c) if the principal market for the Collateral is not a national
            securities exchange and the Collateral is not quoted on Nasdaq, the
            average of the highest bid and lowest asked prices per share of the
            Collateral on such day as reported on the OTC Bulletin Board Services
            or by the National Quotation Bureau, Incorporated or a comparable
            service.

1.5     "Index Price" shall mean the closing bid price as quoted on the
        exchange/medium on which the Collateral is normally traded on the date
        specified herein.

1.6     "Lien" shall mean, with respect to any asset, any mortgage, lien, pledge,
        charge, security interest or encumbrance of any kind in respect of such
        asset.

1.7     "Loan" shall mean the amount of monies borrowed by Borrower from Lender
        under Section 2.1 hereof.

1.8     "Loan Agreement" shall mean this Loan Agreement including all Exhibit and
        Schedules hereto as amended or supplemented from time to time.

1.9     "Loan Documents" shall mean collectively, this Loan Agreement, the Closing




Page 1 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC




        Summary, the Note and the Pledge Agreement, and all other agreements,
        documents, instruments or certificates delivered in connection with the
        Loan Agreement.

1.10    "Maturity" is the date on which this Loan is due and payable.

1.11    "Maturity Date" the maturity date for this Loan Agreement and Note is
        August 19, 2007.

1.12    "Note" shall mean the non-recourse promissory note described in Section 2.1
        hereof and attached hereto as Exhibit 2.1(b) or any promissory note issued
        in exchange therefore.

1.13    "Obligation/s" shall mean all obligations and liabilities of the Borrower
        to Lender whether now or hereafter existing, including but not limited to
        under the Loan Documents.

1.14    "Person" shall mean any individual, corporation, company, voluntary
        association, partnership, joint venture, trust, unincorporated organization
        or government (or any agency, instrumentality or political subdivision
        thereof).

1.15    "Pledge Agreement" shall mean the Agreement attached hereto as Exhibit 4.1.

1.16    "Prime Rate" shall mean the posted prime rate of JP Morgan Chase New York,
        New York on any given day.

1.17    Use of Defined Terms All terms defined in this Loan Agreement shall have
        such defined meanings when used without definition in the Note, Pledge
        Agreement, certificates or other documents made or delivered pursuant to
        this Loan Agreement.

1.18    Lender's Discretion The terms "satisfactory to," "determined by,"
        "acceptable to," "shall elect," "shall request," or similar terms used in
        this Loan Agreement or any attachment or exhibit made part of this
        Agreement, shall mean satisfactory to, at the election of, determined by,
        acceptable to, or requested by the Lender in its sole discretion, unless
        otherwise specifically provided for or excepted.

1.19    Statements of Knowledge Any statements, representations or warranties which
        are based upon the knowledge of the Borrower shall be deemed to have been
        made after due inquiry with respect to the matter in question but without
        Borrower being required to seek an opinion of counsel with respect thereto.

SECTION 2. AMOUNT AND TERMS OF LOAN

2.1 Loan. In accordance with the terms and conditions of this Loan Agreement,
the Lender agrees to advance to Borrower funds the sum of which shall be
determined herein and attached to and made part of this Agreement as Exhibit
2.1(a) (Closing Summary), which sum shall be delivered within 3 business days
after confirmation of receipt and final acceptance of collateral. This Loan
Agreement shall be evidenced by a non-recourse Note attached hereto as Exhibit
2.1(b) which shall have a term commencing on the date hereof and terminating on
August 19, 2007, (the "Maturity Date"). The Maturity Date may be extended by
mutual agreement of the Lender and Borrower on the same terms and conditions as
set forth herein or on such other terms and conditions as the Lender and
Borrower may mutually agree, provided, however that the term of this Agreement
may not exceed 4 years. Lender agrees that upon the payment of a fee equal to
one (1%) percent of the principal amount being borrowed, this Agreement's term
may be extended for an additional period of one year.

2.2. Fees and Interest.

        (a) The Lender will assess a fee equal to zero percent (0%) of the
        principal amount being borrowed and will deduct that fee from the principal
        upon delivery of the Loan proceeds

        (b) The Borrower shall pay to the Lender interest on the unpaid principal
        amount of the Loan, for the period commencing on the date hereof until such
        Loan is paid in full at a rate per annum equal to the prevailing Prime Rate
        adjusted for changes in the Prime Rate, but in no event in excess of the
        maximum permitted under applicable law.

        (c) Interest on the Loan shall be computed on the basis of a 360-day year
        and shall be due and payable quarterly, commencing on November 19, 2004 for
        the preceding three months.

        (d) In the event Borrower fails to pay any interest or principal hereunder
        when due or upon the occurrence of any Event of Default (hereinafter
        defined) or otherwise breaches this Agreement, this Agreement will
        terminate and the Lender shall be entitled to and shall take whole
        possession of the pledged collateral. Notwithstanding such termination,
        Borrower shall remain responsible for any and all payments herein for the
        full term hereof. However, this loan is non-recourse.

2.3. Principal Payment. Principal payment of the Note shall be due and payable
August 19, 2007. The principal payment due shall increase by and become equal to
the sum total of Borrower's obligations to Lender then outstanding on August 19,
2007.

        (a) Subordinate to the provisions of Section 2.2(d), at loan maturity,
            Borrower shall be entitled to a cash or Collateral credit against
            Borrower's liability to Lender in an amount equal to thirty (30)
            percent of any appreciation in the value of the Collateral over the
            value at closing, with the remainder for the account of the Lender.

2.4. Application of Recurring Payments. Funds received from or on behalf of the
Borrower pursuant to the terms and provisions of the Loan Agreement and Note
shall be applied in the following manner:

        (a) the payment of fees, penalties and expenses pursuant to any provision
            of the Loan Documents, then,

        (b) the payment of accrued and/or unpaid interest on the Note, then



Page 2 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC







        (c) when specifically allowed by the Loan Agreement, applied against the
            principal balance.

2.5. Prepayment.

        (a) No prepayment of principal is permitted the first eighteen (18) months
            of the note, then,

        (b) Thereafter, Borrower may prepay a portion or all of the principal on
            any anniversary date of the Loan Agreement subject to the following
            criteria: Borrower shall

                (i)   provide Lender 30 days written notice of intent to prepay,
                      and

                (ii)  shall advise Lender by notice of the amount specifically
                      intended to prepay and the date on which the Borrower
                      intends to make said payment, and

                (iii) pay a fee equal to 10% of the outstanding principal balance

        (c) Funds accepted for repayment of principal shall be applied to
            Borrowers obligation in accordance with the protocol established in
            Section 2.4 (a), (b) and (c).

2.6 Closing. Closing shall occur three business days after confirmation of
receipt and subsequent acceptance by Lender of the collateral to the account
designated by the Lender. Net loan proceeds will be wired to the Borrowers
designated account below:

        Bank of America
        23717 West Malibu Road
        Malibu, California 90264-4694
        (310) 456-0890 Attn: Zara, Hilda or Patrice
        Account Name: ITREX INTERNATIONAL CORPORATION a wholly owned subsidiary
        of ORBIT BRANDS CORPORATION f/k/a Orbit TRAVEL.com Corporation
        ABA# 121000358
        Account# 0582703264

2.7 Delivery of Collateral. Under the instructions of the Lender, the Borrower
will deliver 119,714,050 shares OrbitTravel.com Corp (Other OTC:OBTV.PK) via
electronic format to the Lender's designated account below:

        Name of Firm:           National Financial
        DTC:                    0226
        Account Name:           Argyll Equities, L.L.C.
        Account Number:         KB2-000450

SECTION 3. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Lender that:

3.1 No Liens or Restrictions. the Borrower is the direct legal and beneficial
owner of record of the Collateral as of the date of this Loan Agreement. The
Collateral is free and clear of any Lien. Collateral is free of any restriction,
including restrictive legends. The Collateral is freely tradable and
transferable.

3.2 Consents. this Loan Agreement and the Loan Documents executed by Borrower
constitute valid and binding obligations of Borrower, enforceable in accordance
with their respective terms. The Borrower represents and warrants that no
consent of any other party and no consent, license, approval, or authorization
of any governmental authority is required in connection with the execution,
delivery and performance of this Loan Agreement and the Loan Documents herewith.

3.3 No Conflicts. the execution and delivery of this Loan Agreement and other
Loan Documents executed by Borrower do not conflict with or result in the breach
of any agreement, mortgage or other instrument under which Borrower or any of
the Collateral is subject. The execution and delivery of this Loan Agreement and
other Loan Documents executed by Borrower does not cause a violation or conflict
of any law, rule, or regulation of any governmental agency with jurisdictional
authority applicable to him or the Collateral.

3.4 Litigation. there is no action or proceeding pending , contemplated or
threatened against Borrower before or by any court, arbitrator, grand jury or
administrative agency, any governmental authority, bureau, agency, or
instrumentality which might result in a material adverse change in the financial
condition of Borrower.

3.5 No Defaults. Borrower is not in default in the payment or performance of any
of his obligations or in the performance of any contract, agreement or other
instrument to which he is a party or by which any of his assets or properties
may be bound.

SECTION 4. CONDITIONS TO LENDER'S OBLIGATIONS

The obligation of the Lender to make the Loan is subject to the Lenders
satisfaction of the following conditions precedent:

4.1 Pledge. The Borrower shall have delivered to the Lender:

        (a) the Note, in the form of Exhibit 2.1(b) attached hereto, duly executed
            by the Borrower, and

        (b) the Pledge Agreement, in the form of Exhibit 4.1 attached hereto, duly
            executed by the Borrower, and

        (c) the stock in form and substance satisfactory to the Lender, in DTC
            format representing the Collateral, accompanied by stock powers duly



Page 3 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






            executed by the Borrower in blank and "signature guaranteed" by any
            member firm of a registered national securities exchange or a
            commercial bank in form and substance satisfactory to transfer title
            to the Collateral, and

        (d) an irrevocable proxy in form and substance satisfactory to the Lender,
            duly executed by the Borrower, and

        (e) an undertaking in form and substance satisfactory to the Lender, duly
            executed by the Borrower.

4.2 Legal Matters. All matters and all documentation and other instruments in
connection with the Loan shall be satisfactory in form and substance to Lender
and its counsel, and counsel to Lender shall have received copies of all
documents, which it may reasonably request in connection with the Loan.

4.3 Regulations. The making of the Loan by Lender to Borrower and the other
transactions contemplated hereby, including but not limited to the execution,
delivery and performance of the Pledge Agreement shall be in compliance
exclusively with applicable Texas, United States of America laws and government
regulations imposed upon Lender and the Borrower.

4.4 Lien Searches. Appropriate UCC, tax and judgment and other lien, property
and title searches of public records with respect to Borrower shall have been
obtained by Lender and shall be satisfactory in all respects to Lender and its
counsel. Borrower shall pay the cost of obtaining such searches in a sum not
exceeding $1,000.00US.

4.5 No Judgment and Litigation. Lender shall have received satisfactory evidence
that:

        (a) there exists no judgment, order, injunction or other restraint issued
            or filed which prohibits the making of the Loan or the consummation of
            the other transactions contemplated hereby, and

        (b) no action, suit, litigation or similar proceeding at law or in equity
            by or before any court, governmental authority, or agency exists or is
            threatened with respect to the transactions contemplated hereby.

SECTION 5. AFFIRMATIVE COVENANTS Borrower hereby covenants that as long as any
obligation to Lender remains outstanding and unpaid, Borrower shall, unless
otherwise consented to in writing by Lender:

5.1 Notices. Promptly give notice in writing to Lender of:

        (a) the occurrence of any Default or Event of Default under this Loan
            Agreement or any other Loan Document, or

        (b) any default whether or not any requirement for the giving of notice or
            the lapse of time or both has been satisfied under any instrument or
            agreement of Borrower which could have a materially adverse effect on
            the Collateral.

5.2 Notice of Litigation and Other Matters. Borrower shall immediately give
notice to the Lender of any of the following events, describing the substance
and status of the matter involved:

        (a) the institution of any investigation or proceeding by any governmental
            authority or agency; or

        (b) any action, suit, proceeding which names as a party or may effect the
            Borrower involving individually amounts greater than $1,000,000US and
            in the aggregate greater than $1,000,000US.

SECTION 6. NEGATIVE COVENANTS Borrower covenants that so long as any of the
Obligation remains outstanding and unpaid, the Borrower shall not without
Lender's express prior written consent, create, assume or suffer to exist any
Lien of any kind upon any of the Collateral, except for liens and security
interests in favor of the Lender.

SECTION 7. EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default. An "Event of Default" shall exist if any one or more of
the following shall occur:

        (a) Failure by Borrower to pay the principal of the Note within three
            business days of the date when due, whether on the date fixed for
            payment or by acceleration or otherwise, or the failure by Borrower to
            pay any interest on the Note within three business days of the date
            such interest becomes due; or

        (b) If any representation or warranty made by Borrower in this Loan
            Agreement or in any certificate or statement furnished at the time of
            Closing or pursuant to this Loan Agreement or any other Loan Document
            shall prove to have been knowingly untrue or misleading in any
            material respect at the time made; or

        (c) Default by Borrower in the performance or observance of any covenant
            or agreement contained in this Loan Agreement or default in any other
            Loan Document which is not cured within any applicable grace period
            for therein, if any; or

        (d) A final judgment for the payment of money in excess of $1,000,000US
            shall be rendered against Borrower, and such judgment shall remain
            undischarged for a period of sixty days from the date of entry thereof
            unless within such sixty day period such judgment shall be stayed, and
            appeal taken there from and the execution thereon stayed during such
            appeal; or

        (e) If the Borrower shall default in respect of any evidence of
            indebtedness or under any agreement under which any notes or other
            evidence of indebtedness of Borrower are issued, if the effect thereof
            is to cause, or permit the holder or holders thereof to cause, such
            obligation or obligations in an amount in excess of $1,000,000 US in



Page 4 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






            the aggregate to become due prior to its or their stated maturity or
            to permit to acceleration thereof; or

        (f) If an Event of Default under the Pledge Agreement of even date
            herewith shall occur and any grace period provided for therein shall
            have expired; or

        (g) If Borrower shall make a general assignment for the benefit of
            creditors or consent to the appointment of a receiver, liquidator,
            custodian, or similar official of all or substantially all of his
            properties, or any such official is placed in control of such
            properties, or Borrower admits in writing his inability to pay his
            debts as they mature, or the Borrower shall commence any action or
            proceeding or take advantage of or file under any federal or state
            insolvency statute, including, without limitation, the United States
            Bankruptcy Code, seeking to have an order for relief entered with
            respect to him or seeking adjudication as a bankrupt or insolvent, or
            seeking reorganization, arrangement, adjustment, liquidation,
            dissolution, or other relief with respect to him or his debts; or

        (h) There shall be commenced against Borrower any action or proceeding of
            the nature referred to in subsection (g) of this Section 7.1, or
            seeking issuance of a warrant of attachment, execution, distraint, or
            similar process against all or any substantial part of the property of
            Borrower, which results in the entry of an order for relief which
            remains undismissed, undischarged or unbonded for a period of sixty
            days; or

        (i) The Pledge Agreement shall cease at any time after its execution and
            delivery and for any reason to create a valid and perfected first
            priority security interest in and to the property subject thereto or
            the validity or priority of such security interest shall be contested
            by Borrower or by any other Person; or any of the other Loan Documents
            shall at any time after their execution and delivery for any reason
            cease to be in full force and effect or shall be declared null or
            void, or the validity or enforceability thereof shall be contested by
            Borrower or by any other Person; or

        (j) The Fair Market Value of the Collateral shall at any time be less than
            eighty-percent (80%) of the amount of the Obligations.

7.2 Rights. Upon the occurrence of an Event of Default, the Note, together with
any accrued and unpaid interest thereon, shall be immediately due and payable
without notice or demand, presentment, or protest, all of which are hereby
expressly waived.

At any time after the date first above written, Lender shall thereupon have the
rights, benefits, and remedies afforded to it under any of the Loan Documents
with respect to the Collateral and may take, use, sell or otherwise, encumber or
dispose of the Collateral as if it were the Lender's own property. Borrower
agrees that Lender may or may not proceed, as it determines in its sole
discretion, with any or all other rights, benefits, and remedies that it may be
entitled against the Borrower.

Anything herein to the contrary notwithstanding, except as provided for below,
the Lender agrees, for itself, its representatives, successors, endorsees and
assigns, that:

        (a) neither the Borrower, nor any representative, successor, assign or
            affiliate of the Borrower, shall be personally liable for the
            Obligations; and

        (b) the Lender and any such representative, successor, endorsee or
            assignee shall look to the property encumbered by the Pledge Agreement
            and/or the other instruments of security that secure the Note for
            payment of the Obligations, and will not make any claim or institute
            any action or proceeding against the Borrower or any representatives,
            successors, assigns or affiliates of the Borrower for any deficiency
            remaining after collection upon the Collateral. Provided, however, and
            notwithstanding the foregoing, the Borrower is and will remain
            personally liable for any deficiency remaining after collection of the
            pledged collateral to the extent of any loss suffered by Lender, or
            its representatives, successors, endorsees or assigns, if such loss is
            caused by Borrower based in whole or in part upon:

                (i)  Damages arising from any fraud, misrepresentations or the breach
                     of any covenant or agreement; and/or

                (ii) Damage to the pledged collateral resulting from gross negligence
                     or intentional acts; and/or

                (iii)Failure to pay taxes or other property-related liens; and/or

                (iv) Damages arising from the failure to comply with any and all laws.

SECTION 8. MISCELLANEOUS

8.1. Redelivery of Collateral. Lender agrees that, within ten business days of
Borrower's full payment of the Obligations, to return the Collateral to Borrower
at the address specified herein for the giving of notices or to such other
person and address as Borrower specifies in writing to Lender.

8.2 Notices. All notices, requests or other communications to either of the
parties by the other shall be in writing and shall be deemed duly given on the
earlier of the date the same is delivered in person or when deposited in the
United States mail, certified or registered, postage prepaid, return receipt
requested, as follows:

        If to Lender:                           If to the Borrower:

        Argyll Equities, LLC                    Joseph R. Cellura
        4225 Executive Square, Suite260         OrbitTravel.com Corp.
        La Jolla, CA 92037                      1990 S. Bundy, Los Angeles, CA 90025
        (Phone) (858) 200-2320                  (Phone) (310) 740-6870
        (Fax) (858) 200-8066                    (Cell) (310) 570-7058



Page 5 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






Either party may designate by notice in writing to the other a new address to
which notices, requests and other communications hereunder shall be given.

8.3 Controlling Law. This Loan Agreement, the Note and all instruments or
    agreements delivered hereunder shall be governed by and construed in
    accordance with the laws of the State of Texas, United States of America
    excluding therefrom any principals of conflicts of laws.

8.4 Provisions Severable. If any of the provisions of this Loan Agreement shall
    be or become illegal or unenforceable in whole or in part, for any reason,
    the remaining provisions shall nevertheless be deemed valid, binding and
    subsisting.

8.5 Further Assurances. Borrower hereby agrees to execute and deliver such
    further instruments and documents as may be reasonably requested by Lender
    in order to carry out fully the intent and accomplish the purposes of this
    Loan Agreement and the transactions referred to herein. Borrower agrees to
    take any action which Lender may reasonably request in order to obtain and
    enjoy the full rights and benefits granted to Lender by this Loan Agreement
    and each other agreement, instrument and document delivered to Lender in
    connection herewith, including specifically, at Borrower's own cost and
    expense, the use of its best efforts to assist in obtaining consent of any
    government agency or self-regulatory organization for an action or
    transaction contemplated by this Loan Agreement which is then required by
    law.

8.6 Survival of Agreements. Except as herein provided, all agreements,
    representations and warranties made herein and in any certificate delivered
    pursuant hereto, shall survive the execution and delivery of this Loan
    Agreement and the Note, and shall continue in full force and effect until
    the indebtedness of Borrower under the Note and all other Obligations have
    been paid in full.

8.7 Entire Agreement. This Loan Agreement and other Loan Documents contain the
    entire agreement between the parties hereto and may be amended, changed or
    terminated only by an instrument in writing signed by the parties hereto.

8.8 Waivers. No failure to exercise and no delay in exercising, on the part of
    Lender, any right, power or privilege under this Loan Agreement or under
    the Note, or any agreement or instrument delivered to Lender hereunder
    shall operate as a waiver thereof; nor shall any single or partial exercise
    of any such right, power or privilege preclude any other or further
    exercise thereof or the exercise of any other right, power or privilege. No
    waiver of any provision of this Loan Agreement, the Pledge Agreement or the
    Note or any agreement or instrument delivered hereunder shall be effective
    unless executed by Lender and any such waiver shall not constitute a waiver
    in the future of any of the provisions of any of the foregoing documents,
    except as may be specifically provided in any such waiver. No notice to
    Borrower from Lender shall entitle Borrower to any other or further notice
    in any circumstance unless expressly provided for in such notice or this
    Loan Agreement. No course of dealing between Borrower and Lender shall
    operate as a waiver of any of the rights of Lender under this Loan
    Agreement.

8.9 Gender and Number. Words used herein, regardless of the number or gender
    specifically used, shall be deemed and construed to include any other
    number, singular or plural and any other gender, masculine, feminine or
    neuter, as the context requires.

8.10 Headings. The headings used in this agreement are solely for the
     convenience of reference, and are not part of this agreement, and are not
     to be considered in construing or interpreting this agreement.

8.11 Counterparts. This Loan Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same agreement.

8.12 Successors and Assigns. This Loan Agreement shall be binding upon and inure
     to the benefit of Borrower and Lender and their respective successors and
     assigns except that the rights and obligations of Borrower hereunder may
     not be assigned or transferred in any respect. The provisions of this Loan
     Agreement are intended to be for the benefit of any holder, from time to
     time, of the Note and shall be enforceable by any such holder, whether or
     not an expressed assignment to such holder of rights under this Loan
     Agreement has been made by Lender or its successors or assigns.

8.13 Confidentiality. This Loan Agreement and the other Loan Documents are to be
     kept confidential and are not to be reproduced in any manner whatsoever for
     Persons other than the parties hereto. Each Party agrees not to circumvent
     the legitimate interests of the other party and to maintain this
     transaction in strict confidentiality. Each party agrees to maintain the
     confidentiality of any trade secrets, techniques, and contracts and
     contacts of the other party. Each party agrees not to engage in
     unauthorized communications (i.e. telephone calls, written inquiries, etc.)
     with the other party's banks, insurers, contracting parties and contacts.

8.14 Consent to Jurisdiction: Venue; Jury Trial Waiver. This Agreement shall be
     governed by and construed in accordance with the laws of the State of
     Texas, United States of America applicable to the contracts between
     residents of Texas that are to be wholly performed within such state.
     Borrower hereby consents to the exclusive jurisdiction of the courts
     sitting in Kendall County, Texas, United States of America, as well as to
     the jurisdiction of all courts from which an appeal may be taken from the
     aforesaid courts, for the purpose of any suit, action or other proceeding
     by any party to this Agreement, arising out of or related in any way to
     this Agreement. Borrower hereby irrevocably and unconditionally waives any
     defense of an inconvenient forum to the maintenance of any action or
     proceeding in any such court, any objection to venue with respect to any
     such action or proceeding and any right of jurisdiction on account of the
     place of residence or domicile of any party thereto. The Undersigned hereby
     irrevocably and unconditionally waives the right to a jury trial in
     connection with any claim arising out of or related to this Agreement. In
     addition, Borrower consents to the service of process by United States
     certified or registered mail return receipt requested, or Federal Express
     or similar courier delivery addressed to Borrower at the address provided
     herein. Borrower also, to the extent permitted by law, waives trial by jury



Page 6 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






     in any action brought on or with respect to this Loan Agreement and agrees
     that in the event this Loan Agreement shall be successfully enforced by
     suit or otherwise, Borrower will reimburse the Lender or holder or holders
     of the Obligations, upon demand, for all reasonable expenses incurred in
     connection therewith, including, without limitation, reasonable attorneys'
     fees and expenses.



IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
duly executed and delivered as of the day and year first above written.

        Borrower:

                                ___________________________________
                                Joseph R. Cellura


        Lender:                 Argyll Equities, LLC



                                By: _______________________________


IT IS SPECIFICALLY AGREED AND UNDERSTOOD THAT THE TRANSMITTAL OF THIS LOAN
AGREEMENT DOES NOT CONSTITUTE AN OFFER BY THE PROPOSED LENDER AND THAT THE
PROPOSED LOAN AGREEMENT SHALL NOT BE BINDING UPON THE PROPOSED LENDER UNLESS
ACTUALLY SIGNED BY THE LENDER. MOREOVER, IT IS SPECIFICALLY AGREED THAT THE
ENCLOSED DOES NOT REPRESENT A NOTE OR MEMORANDUM OF AGREEMENT UNTIL EXECUTED AND
PERFORMED. THE LENDER SHALL BE UNDER NO OBLIGATION TO PROCEED WITH THE
CONSUMMATION OF THIS TRANSACTION.



                                   GUARANTEE


State of_____________________________________ )
)
) ss.
County of ___________________________________ )


On__________________________________________ before me, Joseph R. Cellura, upon
satisfactory evidence to be the person whose name is subscribed to the within
instrument, personally appeared and who being duly sworn did suscribe the same
in his authorized capacity, freely and voluntarily for the uses and purposes
therein expressed.


WITNESS my hand and official seal the date aforesaid





______________________________________________Notary Public




Page 7 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC







                                Argyll Equities
                           Limited Liability Company


                     Private Collateralized Loan Agreement
                                 EXHIBIT 2.1(b)
                          NONRECOURSE PROMISSORY NOTE


                          This 19th day of August 2004


        FOR VALUE RECEIVED, the undersigned, Joseph R. Cellura ( the "Borrower"),
hereby promises to pay Argyll Equities, LLC (the "Lender") in accordance with
the terms and conditions of the Loan Agreement attached hereto dated August 19,
2004, the principal amount of the Loan, as defined in the Loan Agreement and
interest on the unpaid principal amount of the Loan from the date thereof at the
rates per annum and for the periods set forth in and established by the Loan
Agreement.

        All indebtedness outstanding under this Note beyond the Maturity Date,
whether by acceleration or otherwise, shall be subject to and incur interest,
computed in the same manner as interest on this Note prior to Maturity (as
defined in the Loan Agreement) and all such interest shall be payable as
provided in the Loan Agreement.

        The Borrower has pledged to the Lender 119,714,050 shares of
OrbitTravel.com Corp (Other OTC:OBTV.PK) common stock (the Collateral) pursuant
to a Pledge Agreement dated August 19, 2004 executed by Borrower in favor of the
Lender. The security interest shall assign any and all proceeds and products of
the Collateral and assign all dividends and distributions on the Collateral in
favor of the Lender, up to the amount of the Obligation (as defined in the Loan
Agreement).

        Anything herein to the contrary notwithstanding, the obligation of the
Borrower to make payments of interest shall be subject to a limitation that
interest payments shall not be required of the Borrower to the extent that the
Lender's charging thereof would violate the law or laws applicable to the Lender
which limit rates of interest. If interest on the indebtedness evidenced hereby
would otherwise exceed the highest lawful rate, only such highest lawful rate
will be assessed the Borrower. Any amount of interest charged the Borrower by
the Lender in excess of such highest lawful rate shall be deemed paid and
accepted as a reduction of the principal balance of the Loan.

        Payment of both principal and interest on this Note shall be made at the
office of the Lender or such other place as the holder hereof shall designate to
the Borrower in writing, in lawful money of the United States of America in
immediately available funds when due and payable as set forth in the Loan
Agreement.

        This Note is hereby made part of the Loan Agreement as referenced and is
secured in the manner provided therein and is subject to the terms and
conditions thereof and is entitled to the benefits thereof.

        Upon the occurrence of any Event of Default, as defined in the Loan
Agreement, the principal amount and all accrued interest on this Note shall be
immediately be due and payable in the manner and with the effect provided for in
the Loan Agreement.

        This Note is a non-recourse Note, and anything herein to the contrary
notwithstanding, (but except as provided below), the Lender agrees, for itself,
its representatives, successors, endorsees and assigns, that:

                (1) neither the Borrower, nor any representative, successor, assign or
                    affiliate of the Borrower, shall be personally liable for this Note;
                    and

                (2) in the event of default hereunder, the Lender, its representatives,
                    successors, endorsees or assigns, shall look to the property
                    encumbered by the Pledge Agreement and/or the other instruments of
                    security that secure this Note for payment, and will not make any
                    claim or institute any action or proceeding against the Borrower, or
                    its representatives, successors, assigns or affiliates, for any
                    deficiency remaining after collection upon the pledged Collateral.
                    Provided however, and notwithstanding the foregoing, the Borrower is
                    and will remain personally liable for any deficiency remaining after
                    collection of the pledged Collateral to the extent of any loss
                    suffered by Lender, or its representatives, successors, endorsees or
                    assigns, if such loss is caused by Borrower based in whole or in part
                    upon:

                        (i)   Damages arising from any fraud, misrepresentations or the
                              breach of any covenant or agreement; and/or

                        (ii)  Damage to the pledged Collateral resulting from gross
                              negligence or intentional acts; and/or

                        (iii) Failure to pay taxes or other property-related liens;
                              and/or

                        (iv)  Damages arising from the failure to comply with any and all
                              laws.

        The Borrower agrees to pay all costs and expenses of collection, including,
without limitation, the reasonable attorneys' fees, costs and disbursements of
the holder hereof, in the event that any action, suit or proceeding is brought
by the holder hereof to collect on this Note.



Page 8 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC





IN WITNESS WHEREOF, the Borrower has executed this Promissory Note on the date
and year first above written.

                                BORROWER:

                                ______________________________
                                Joseph R. Cellura

                                LENDER:
                                Argyll Equities, LLC


                                By____________________________





                                   GUARANTEE


State of_____________________________________ )
                                              )
                                              ) ss.
County of ___________________________________ )


On__________________________________________ before me, Joseph R. Cellura, upon
satisfactory evidence to be the person whose name is subscribed to the within
instrument, personally appeared and who being duly sworn did suscribe the same
in his authorized capacity, freely and voluntarily for the uses and purposes
therein expressed.


WITNESS my hand and official seal the date aforesaid





______________________________________________Notary Public



Page 9 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC





                                Argyll Equities
                           Limited Liability Company

                     Private Collateralized Loan Agreement
                                  EXHIBIT 4.1
                                PLEDGE AGREEMENT

                          This 19th day of August 2004

NOW COMES: Joseph R. Cellura, whose address of record is OrbitTravel.com Corp.,
P.O. Box 944, Malibu, CA 90265 (hereinafter the "Pledgor") and Argyll Equities,
LLC, a limited liability company chartered in the State of Texas, having a
principal place of business at 1580 South Main Street, Boerne, TX 78006
(hereinafter the "Lender").

WHEREAS: The Pledgor and the Lender are entering into a Loan Agreement (as it
may be amended, supplemented, restated or otherwise modified from time to time)
as of the date hereof providing for the making of a Loan to the Pledgor in the
amount, and subject to the terms and conditions, specified in the Loan
Agreement.

The Pledgor is the direct legal and beneficial owner of One Hundred Nineteen
Million, Seven Hundred Fourteen Thousand and Fifty (119,714,050) shares of
OrbitTravel.com Corp (Other OTC:OBTV.PK) common stock.

The execution and delivery of this Pledge Agreement and the pledge by the
Pledgor to the Lender of his rights in the Collateral, as hereinafter defined,
constitute conditions precedent to the obligation of the Lender to make a Loan
to the Pledgor pursuant to the terms of the Loan Agreement.

NOW THEREFORE: In consideration of the premises, and in order to induce the
Lender to execute and deliver the Loan Agreement and to make and maintain a loan
there under, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as
follows:

SECTION 1. DEFINITIONS: Capitalized terms that are not defined herein have the
respective meanings ascribed them in the Loan Agreement and, in addition, the
following terms have the following meanings:

1.1 "Amount Realized" has the meaning specified in Section 10.

1.2 "Loan Agreement" has the meaning specified in Recital A.

1.3 "Loan" has the meaning specified in Recital A.

1.4 "Obligations" means all indebtedness and other liabilities and obligations
    of the Pledgor to the Lender of every kind, nature and description, present
    or future, direct or indirect, secured or unsecured, joint or several,
    absolute or contingent, matured or not, in any currency, due or to become
    due, now existing or hereafter arising, regardless of how they arise or by
    what agreement or instrument or whether evidenced by any agreement or
    instrument and whether as principal or surety, including, without
    limitation, (i) the payment in full when due of the Loan and all interest
    thereon, the payment of all amounts payable by the Pledgor to the Lender
    under the terms of the Loan Agreement, the Note or any other Loan Document
    and the payment and performance in full when due of all other liabilities
    and obligations of the Pledgor to the Lender under the Loan Agreement, the
    Note and the other Loan Documents and all notes and other evidences or
    indebtedness issued in exchange or substitution for the Note and (ii) the
    observance and performance by the Pledgor of the obligations to be observed
    and performed by it hereunder or under any related agreement, instrument or
    document.

1.5 "Pledge" has the meaning specified in Section 2.

1.6 "Pledged Collateral" has the meaning specified in Section 2.

1.7 "Pledged Shares" has the meaning specified in Section 2(a).

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

1.9 Gender and Number. Words used herein, regardless of the number or gender
    specifically used, shall be deemed and construed to include any other
    number, singular or plural and any other gender, masculine, feminine, or
    neuter, as the context requires.

1.10 Headings: The headings used in this Pledge are solely for the convenience
     of reference, and are not part of this Agreement, and are not to be
     considered in construing or interpreting this Agreement.

1.11 References: Unless otherwise specified, the words "hereof," "herein,"
     "hereunder" and other similar words refer to this Pledge Agreement as a
     whole and not just to the Section, subsection or clause in which they are
     used; and the words "this Agreement" refer to this Pledge Agreement, as
     amended, modified or supplemented from time to time.

     Unless otherwise specified, references to Sections, Recitals, Schedules and
     Exhibits are references to Sections of, and Recitals, Schedules and
     Exhibits to, this Agreement.

1.12 Statements as to Knowledge: Any statements, representations or warranties
which are based upon the knowledge of the Borrower shall be deemed to have
been made after due inquiry with respect to the matter in question.



Page 10 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






SECTION 2. PLEDGE. The Pledgor hereby pledges, hypothecates and assigns to the
Lender, and hereby grants to the Lender a security interest in and all right,
title and interest in and to (the "Pledge"), the following described property,
whether now owned by the Pledgor or hereafter acquired and whether now existing
or hereafter created (hereinafter the "Pledged Collateral"):

        (a) all of the shares of capital stock of OrbitTravel.com Corp (Other
            OTC:OBTV.PK) ["Issuer"] described in Schedule I together with the
            certificates evidencing such shares (collectively, the "Pledged
            Shares");

        (b) all cash, instruments, securities or other property representing
            a dividend or other distribution on any of the Pledged Shares, or
            representing a distribution or return of capital upon or in
            respect of the Pledged Shares, or resulting from a split-up,
            revision, reclassification or other like change of the Pledged
            Shares or otherwise received in exchange therefore, and any
            warrants, rights or options issued to the holders of, or
            otherwise in respect of, the Pledged Shares;

        (c) all proceeds of any of the property of the Pledgor described in
            subsections (a) and (b) above of this Section 2 and, to the
            extent related to any property described in said clauses or such
            proceeds, all books, correspondence, records, and other
            documents.

SECTION 3. PLEDGE ABSOLUTE. The Pledgor hereby agrees that this Agreement shall
be binding upon the Pledgor and that the Pledge hereunder shall be irrevocable
and unconditional, irrespective of the validity, legality or enforceability of
the Loan Agreement, the Note, any other Loan Document or any of the Obligations,
the absence of any action to enforce the same, the waiver or consent by the
Lender with respect to any provision thereof, the recovery of any judgment
against the Pledgor, or any action to enforce the same or any other similar
circumstances. The Pledgor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Pledgor, any notice to require a proceeding first against the Pledgor or any
other Person, protest or notice with respect to the Note or any other promissory
notes or evidences of indebtedness secured hereby or the indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Agreement will
remain in full force and effect so long as any Obligations remain unpaid.

SECTION 4. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents and
warrants, to his knowledge, as follows:

4.1 The Pledgor is not in violation of any applicable United States federal or
    state, or any applicable law or regulation or in default with respect to
    any order, writ, injunction or decree of any court, or in default under any
    order, license, regulation or demand of any governmental agency, which
    violation or default could affect the validity or enforceability of this
    Agreement or any related document or prevent the Pledgor from performing
    any of his obligations hereunder or under any related documents.

4.2 The execution, delivery and performance of this Agreement by the Pledgor,
    the Pledge of the Pledged Collateral pursuant hereto and the incurrence and
    performance of the obligations provided for herein will not (1) violate any
    law or regulation applicable to the Pledgor or any of his assets, (2)
    violate or constitute (with due notice or lapse of time or both) a default
    under any provision of any indenture, agreement, license or other
    instrument to which the Pledgor is a party or by which he or any of his
    properties may be bound or affected, (3) violate any order of any court,
    tribunal or governmental agency binding upon the Pledgor or any of his
    properties or (4) result in the creation or imposition of any lien or
    encumbrance of any nature whatsoever upon any assets or revenues of the
    Pledgor (except liens in favor of the Lender hereunder).

4.3 No authorizations, approvals and consents of, and no filings and
    registrations with, any governmental or regulatory authority or agency or
    any other Person are necessary for the execution, delivery or performance
    by the Pledgor of this Agreement or for the validity or enforceability
    hereof.

4.4 This Agreement constitutes the legal, valid and binding obligation of the
    Pledgor, enforceable against the Pledgor in accordance with its terms.

4.5 The Pledgor is the sole record and beneficial owner of the Pledged Shares.
    The Pledged Shares are not subject to any liens, security interests,
    charges or encumbrances of any kind or nature, other than the liens created
    hereunder. The Pledgor has legal title to the Pledged Shares and the
    Pledgor has good and lawful authority to Pledge all of the Pledged Shares
    in the manner hereby done or contemplated. The Pledged Shares are not
    subject to any contractual or other restriction upon the transfer thereof,
    and no right, warrant or option to acquire any of the Pledged Shares exists
    in favor of any other Person. The Pledged Shares are freely tradable and
    transferable securities and do not bear any restrictive legend. The Pledgor
    has taken all necessary action to create and perfect a security interest in
    the Pledged Shares in favor of the Lender, and the Lender has acquired a
    first and prior perfected security interest therein.

4.6 When any item of Pledged Collateral other than the Pledged Shares is
    pledged hereunder, (i) the Pledgor will be the owner of such item of
    Pledged Collateral free and clear of any liens, security interests, charges
    or encumbrances of any kind or nature (other than those created hereunder)
    and (ii) the Pledgor will have legal title to such item of Pledged
    Collateral and the Pledgor will have good and lawful authority to Pledge
    and deliver such item of Pledged Collateral in the manner hereby
    contemplated.

4.7 Any information, schedules, exhibits and reports furnished by the Pledgor
    to the Lender in connection with the negotiation and preparation of this
    Agreement did not contain any omissions or misstatements of fact which
    would make the statements contained therein misleading or incomplete in any
    material respect.

SECTION 5. COVENANTS. The Pledgor hereby agrees that, unless the Lender shall
otherwise agree in writing, until the payment in full of the Obligations:



Page 11 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






5.1 The Pledgor (i) shall defend his title to the Pledged Collateral against
    all claims and demands whatsoever that are adverse to the Lender, (ii)
    shall not create, incur, assume or suffer to exist any liens, security
    interests, charges or encumbrances of any kind or nature (other than those
    created hereunder) in any Pledged Collateral and (iii) shall not sell,
    assign, transfer, exchange or otherwise dispose of, or grant any option or
    other right with respect to, any Pledged Shares.

5.2 The Pledgor shall, upon demand of the Lender, do the following: furnish
    further assurances of title, execute any written agreement or do any other
    act(s) necessary to effectuate the purposes and provisions of this Pledge
    Agreement, execute any instrument, document or statement required by law or
    otherwise in order to perfect, continue or preserve the security interests
    of the Lender in the Pledged Collateral and pay all filing or other costs
    incurred in connection therewith.

5.3 Upon the Lender's request and from time to time thereafter, the Pledgor
    will make, execute, acknowledge and deliver, file and record in the proper
    filing and recording places, all such instruments including, without
    limitation, appropriate financing statements and duly executed blank stock
    powers and other instruments of transfer or assignment satisfactory in form
    and substance to the Lender, and take all such action, as the Lender may
    reasonably deem necessary or advisable to carry out the intent and purpose
    of this Pledge Agreement and to establish and maintain in favor of the
    Lender a valid, enforceable and perfected security interest in the Pledged
    Collateral and the other rights contemplated hereby that are superior and
    prior to the rights and security interests of all other persons or
    entities. Without limiting the generality of the foregoing sentence, (i)
    the Pledgor will, from time to time upon the Lender's request, cause all
    relevant books and records, if any, to be marked with such legends or
    segregated in such manner as the Lender may specify, and take or cause to
    be taken such other action and adopt such procedures as the Lender may
    specify, to give notice of, and to perfect, the security interests created
    hereby in the Pledged Collateral.

5.4 The Pledgor shall procure, pay for, affix to any and all documents and
    cancel any documentary tax stamps required by, and in accordance with,
    applicable law and will indemnify the Lender, and hold the Lender harmless
    against, any liability (including interest and penalties) in respect of
    such documentary stamp taxes.

SECTION 6. APPOINTMENT OF AGENTS: REGISTRATION IN NOMINEE NAME. The Lender shall
have the right to appoint one or more agents for the purpose of retaining
physical possession of the certificates representing or evidencing the Pledged
Collateral, which may be held (in the discretion of the Lender) in the name of
the Pledgor, endorsed or assigned in blank or in favor of the Lender, or in the
name of the Lender or any nominee or nominees of the Lender or any agent
appointed by the Lender. In addition to all other rights possessed by the
Lender, the Lender may, from time to time, at the Lender's sole discretion and
without notice to the Pledgor, take any or all of the following actions: (a)
transfer all or any part of the Pledged Collateral into the name of the Lender
or its nominee, with or without disclosing that such Pledged Collateral is
subject to the lien and security interest created hereby; (b) take control of
any proceeds of any of the Pledged Collateral; and (c) exchange certificates or
instruments representing or evidencing Pledged Collateral for certificates or
instruments of smaller or larger denominations for any purpose consistent with
its rights under this Pledge Agreement; provided that all powers of the Lender
under this Section 6 shall be subject to the rights of the Pledgor under Section
9 hereof to the extent that the exercise of such powers represents a sale of an
item of Pledged Collateral. Pledgor further acknowledges and agrees that as long
as any portion of the principal balance of the Loan remains due and outstanding,
Lender may take any and all action with respect to the Pledged Collateral as
Lender, in its sole and absolute discretion, may deem to be advisable,
including, without limitation, utilizing the Pledged Collateral as collateral
for hedging transactions, transferring the Pledged Collateral within or among
one or more Depository Accounts, creating and trading derivative instruments
that are backed, in whole or in part, by the Pledged Collateral, and altering or
revising the owner of record of the beneficial interest or any other interest in
the Pledged Collateral. Lender is under no obligation to sequester the Pledged
Collateral apart from any other assets of the Lender, and Lender may combine the
Pledged Collateral, in whole or in part, with any other assets.

SECTION 7. VOTING RIGHTS; DIVIDENDS, Etc.

7.1 So long as no Event of Default has occurred and is continuing, the Pledgor
    shall be entitled to exercise any and all voting rights and powers relating
    or pertaining to the Pledged Collateral or any part thereof for any purpose
    not inconsistent with the terms of this Pledge Agreement.

7.2 Any and all stock dividends, liquidating dividends, distribution of
    property, redemption or other distributions made on or in respect of the
    Pledged Collateral, whether resulting from a subdivision, combination or
    reclassification of the outstanding capital stock of the issuer of the
    Pledged Collateral or received in exchange for Pledged Collateral or any
    part thereof or as a result of any merger, consolidation, acquisition or
    other exchange of assets to which the Pledgor may be a party or otherwise,
    and any and all cash and other property received in payment of the
    principal of or in redemption of or in exchange for any Pledged Collateral
    (either at maturity, upon call for redemption or otherwise), shall become
    part of the Pledged Collateral and, if received by the Pledgor, shall be
    held in trust for the benefit of the Lender and shall forthwith be
    delivered to the Lender or its designated agent (accompanied by proper
    instruments of assignment and/or stock powers executed by the Pledgor in
    accordance with the Lender's instructions) to be held subject to the terms
    of this Pledge Agreement.

7.3 Upon the occurrence of an Event of Default and so long as such Event of
    Default shall continue, at the option of the Lender (subject to applicable
    law), all rights of the Pledgor to exercise the voting rights and powers
    which the Pledgor is entitled to exercise pursuant to Section 7.1 shall
    cease, and all such rights shall thereupon become vested in the Lender, and
    the Lender shall have the sole and exclusive right and authority to
    exercise such voting and/or consensual rights and powers. Any and all cash
    and other property paid over to or received by the Lender pursuant to the
    provisions of this Subsection 7.3 shall be retained by the Lender as part
    of the Pledged Collateral, and shall be applied in accordance with the
    provisions hereof.

7.4 Concurrently with his execution of this Agreement, the Pledgor shall
    execute and deliver to the Lender an irrevocable proxy to vote the Pledged
    Shares, substantially in the form of Exhibit A. After the occurrence and
    during the continuance of an Event of Default, the Pledgor shall deliver to
    the Lender such further evidence of such irrevocable proxy or such further



Page 12 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






    irrevocable proxies to vote any shares of stock constituting part of the
    Pledged Collateral as the Lender may request.

7.5 The Lender at any time may extend or renew for one or more periods (whether
    or not longer than the original period) the Obligations, and grant
    releases, compromises or indulgences with respect to the Obligations or any
    extension or renewal thereof or any security therefore or to any obligor
    hereunder or there under without impairing the Lender's rights, or
    releasing the Pledgor from its obligations, hereunder.

SECTION 8. RIGHTS AND REMEDIES.

8.1 The Lender may, without being required to give any notice to the Pledgor,
    apply the cash (if any) then held by it pursuant to Section 6 or 7 to the
    ratable payment in full of the Obligations and all other indebtedness
    referred to in Section 10 in the order and manner specified in Section 10.
    The Lender may sell the Pledged Collateral, or any part thereof, in
    accordance with Section 9 and shall apply the proceeds of such sale to the
    ratable payment in full of the Obligation and all other indebtedness
    referred to in Section 10 in the order and manner specified in Section 10.

8.2 The Pledgor agrees that, without notice to or further assent by the
    Pledgor, the liability of the Pledgor or any other Person for or upon any
    of the Obligations may, from time to time, in whole or in part, be renewed,
    extended, modified, accelerated, compromised or released by the Lender, as
    the Lender may deem advisable, and that the Pledged Collateral or other
    collateral or liens securing any of the Obligations may, from time to time,
    in whole or in part (subject, in the case of the Pledged Collateral, to the
    provisions of this Agreement), be exchanged, sold or surrendered by the
    Lender, as the Lender may deem advisable, all without impairing, abridging,
    affecting or diminishing this Agreement or the rights of the Lender
    hereunder or with respect to the Pledged Collateral.

SECTION 9. SALE OF PLEDGED COLLATERAL.

9.1 As an alternative to exercising the power of sale herein conferred upon it,
    the Lender may proceed by a suit or suits at law or in equity to foreclose
    this Pledge Agreement and to sell the Pledged Collateral, or any portion
    thereof, pursuant to a judgment or decree of a court or courts of competent
    jurisdiction.

9.2 In connection with any disposition of the Pledged Collateral, in accordance
    herewith, any such sale or other disposition of any Pledged Collateral in
    reliance on such advice shall be deemed to be commercially reasonable under
    the Uniform Commercial Code and otherwise proper.

9.3 The Lender shall be under no obligation to sell or otherwise dispose of any
    Pledged Collateral, or to cause any Pledged Collateral to be sold or
    otherwise disposed of, by reason of any diminution in the fair market value
    thereof, and the failure of the Lender to do so shall under no
    circumstances be deemed a failure to exercise reasonable care in the
    custody or preservation of the Pledged Collateral.

9.4 In addition to the rights and remedies granted to the Lender in this Pledge
    Agreement and in any other instrument or agreement securing, evidencing or
    relating to any of the Obligations, the Lender shall have all the rights
    and remedies of a secured party under the Uniform Commercial Code. The
    Lender shall have the right in its sole discretion to determine which
    rights, security, liens, guaranties or remedies it shall retain, pursue,
    release, subordinate, modify or enforce, without in any way modifying or
    affecting any of the other of them or any of the Lender's rights hereunder.

SECTION 10. APPLICATION OF PROCEEDS OF COLLATERAL SALE

10.1 The Lender shall apply all cash held by it pursuant to Section 6 or 7 with
     respect to the Pledged Collateral and the proceeds of the sale of any
     Pledged Collateral (such cash and proceeds being referred to collectively
     as the "Amount Realized") as follows:

        (a) the payment to or reimbursement of Lender for any fees and expenses
            for which it is entitled to be paid or reimbursed pursuant to any of
            the provisions of the Loan Documents; then

        (b) the payment of any accrued and unpaid interest of the Note; and then

        (c) for such use of the Lender as it may elect.

10.2 Anything herein to the contrary notwithstanding, (but except as provided
     below), the Lender agrees, for itself, its representatives, successors,
     endorsees and assigns, that: (i) neither the Pledgor, nor any
     representative, successor, assign or affiliate of the Pledgor, shall be
     personally liable for the Obligations; and (ii) in the event of default
     hereunder, the Lender (and any such representative, successor, endorsee or
     assignee) shall look to the property encumbered by this Agreement and/or
     the other instruments of security that secure the Obligations for payment
     of the Obligations, and will not make any claim or institute any action or
     proceeding against the Pledgor (or any representatives, successors, assigns
     or affiliates of the Pledgor) for any deficiency remaining after collection
     upon the Pledged Collateral. Provided however, and notwithstanding the
     foregoing, the Pledgor is and will remain personally liable for any
     deficiency remaining after collection of the Pledged Collateral to the
     extent of any loss suffered by Lender, or its representatives, successors,
     endorsees or assigns, if such loss is caused by Pledgor based in whole or
     in part upon:

        (a) Damages arising from any fraud, misrepresentations or the breach of
            any covenant or agreement; and/or;

        (b) Damage to the pledged collateral resulting from gross negligence or
            intentional acts; and/or

        (c) Failure to pay taxes or other property-related liens; and/or



Page 13 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






        (d) Damages arising from the failure to comply with any and all laws.

SECTION 11. COMPLIANCE WITH SECURITIES LAWS.

11.1 The Pledgor shall execute and deliver to the Lender concurrently with the
     Pledgor's execution of this Agreement an undertaking substantially in the
     form of Exhibit B.

11.2 The Pledgor further agrees to do or cause to be done all such other acts
     and things as may be necessary to make any sale or the disposition of any
     portion or all of the Pledged Shares by the Lender hereunder valid and
     binding and in compliance with any and all applicable laws, regulations,
     orders, writs, injunctions, decrees or awards of any and all courts,
     arbitrators or governmental instrumentalities, domestic or foreign, having
     jurisdiction over any such sale or sales or dispositions, all at the
     Pledgor's sole expense. The Pledgor further agrees that a breach of any of
     the covenants contained in this Section 11 will cause irreparable injury to
     the Lender, that the Lender has no adequate remedy at law in respect of
     such breach and agrees that each and every covenant contained in this
     Section 11 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, except for a defense
     that all of the Obligations have been paid in full or that the Lender has
     released the Pledged Shares.

SECTION 12. INDEMINIFICATION. The Pledgor hereby agrees to indemnify the Lender
and each of its employees, officers, directors, attorneys and agents (each, an
"Indemnity") for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against such Indemnities in any way relating to or arising out of this Agreement
or any other documents contemplated by or referred to herein or the transactions
contemplated hereby or the enforcement of any of the terms hereof; provided,
however, that the Pledgor shall not be liable for any of the -------- -------
foregoing to the extent they arise from the gross negligence or willful
misconduct of the Lender or failure by the Lender to exercise reasonable care in
the custody and preservation of the Pledged Collateral as provided in Section
15.

SECTION 13. LENDER APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby appoints the
Lender as the Pledgor's attorney-in-fact, with full power of substitution, for
the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Lender may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest. Without limiting the generality of the foregoing,
the Lender shall have the right and power to sign the name of the Pledgor to any
financing statements, continuation statements or other documents under the
Uniform Commercial Code relating to the Pledged Collateral, and, to the extent
permitted under Section 7, shall have the right and power to receive, endorse
and collect all checks and other orders for the payment of money made payable to
the Pledgor representing any dividend, interest payment or other distribution
payable or distributable in respect of the Pledged Collateral or any part
thereof and to give full discharge therefore.

SECTION 14. NO SUBROGATION. Notwithstanding any payment or payments made by the
Pledgor hereunder, the receipt of any amounts by the Lender with respect to the
Pledged Collateral or any setoff or application of funds of the Pledgor by the
Lender, the Pledgor shall not be entitled to subrogate to any rights of the
Lender.

SECTION 15. LIMITATIONS ON LENDERS DUTY IN RESPECT OF COLLATERAL. Beyond the
safe custody thereof, the Lender shall not have any duty as to any Pledged
Collateral in its possession or control or in the possession or control of any
agent or nominee of the Lender or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto.

SECTION 16. NO WAIVER: CUMULATIVE REMEDIES. No course of dealing between the
Pledgor and the Lender, no failure on the part of the Lender to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy by the Lender preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and not exclusive of any other remedies provided by law, including
without limitation the rights and remedies of a secured party under the Uniform
Commercial Code.

SECTION 17. TERMINATION. This Agreement shall terminate when all of the
Obligations have been paid in full, at which time the Lender shall reassign and
redeliver to the Pledgor, without recourse or warranty and at the sole expense
of the Pledgor, against receipt, the Pledged Collateral, together with
appropriate instruments of reassignment and release; provided, however, that
this Agreement shall be reinstated if any payment in respect of the
Obligations is rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be restored or returned by the Lender for
any reason, including without limitation by reason of the insolvency or
bankruptcy of the Pledgor or any other Person.

SECTION 18. ADDRESSES FOR NOTICE. All notices, requests, demands, instructions,
directions and other communications provided for hereunder shall be in writing
and shall be mailed (by registered or certified mail, postage prepaid) or
delivered to the applicable party at the address specified for such party on the
first page of this Agreement or, as to any party, to such other address as such
party shall specify by a notice in writing to the other party hereto. Each
notice, request, demand, instruction, direction or other communication provided
for hereunder shall be deemed delivered (i) if by mail, five business days after
being deposited in the mail, addressed to the applicable party at its address
set forth above, (ii) if by hand or by overnight courier, when delivered to the
applicable party at such address.

SECTION 19. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render such provision unenforceable in any
other jurisdiction.

SECTION 20. FURTHER ASSURANCES. The Pledgor agrees to do such further reasonable
acts and things, and to execute and deliver such additional conveyances,



Page 14 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






assignments, agreements and instruments, as the Lender may at any time request
in connection with the administration or enforcement of this Pledge Agreement
(including, without limitation, to aid the Lender in the sale of all or any part
of the Pledged Collateral) or related to the Pledged Collateral or any part
thereof or in order better to assure and confirm unto the Lender rights, powers
and remedies hereunder. The Pledgor hereby consents and agrees that any
registrar or transfer agent for any of the Pledged Collateral shall be entitled
to accept the provisions hereof as conclusive evidence of the right of the
Lender to effect any transfer pursuant to Section 6, notwithstanding any other
notice or direction to the contrary heretofore or hereafter given by the Pledgor
or any other person to the Pledgor or to any such registrar to transfer agent.

SECTION 21. BINDING AGREEMENT: ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, except that the Pledgor shall not assign this Agreement or any
interest herein or in the Pledged Collateral or any part thereof, or otherwise
pledge, encumber or grant any option with respect to the Pledged Collateral or
any part thereof, without the prior written consent of the Lender. The Lender
may assign this Agreement and its rights and remedies hereunder in whole or in
part to any assignee of the Obligation or any portion thereof.

SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, UNITED STATES OF
AMERICA AS FURTHER DEFINED IN SECTION 23.

SECTION 23. Consent to Jurisdiction: Venue; Jury Trial Waiver. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas, United States of America applicable to the contracts between residents of
Texas that are to be wholly performed within such state. Borrower hereby
consents to the exclusive jurisdiction of the courts sitting in Kendall County,
Texas, United States of America, as well as to the jurisdiction of all courts
from which an appeal may be taken from the aforesaid courts, for the purpose of
any suit, action or other proceeding by any party to this Agreement, arising out
of or related in any way to this Agreement. Borrower hereby irrevocably and
unconditionally waives any defense of an inconvenient forum to the maintenance
of any action or proceeding in any such court, any objection to venue with
respect to any such action or proceeding and any right of jurisdiction on
account of the place of residence or domicile of any party thereto. In addition,
Borrower consents to the service of process by United States certified or
registered mail, return receipt requested, or Federal Express or similar courier
delivery addressed to Borrower at the address provided herein. Borrower agrees
that in the event this Loan Agreement shall be successfully enforced by suit or
otherwise, Borrower will reimburse the Lender or holder or holders of the
Obligations, upon demand, for all reasonable expenses incurred in connection
therewith, including, without limitation, reasonable attorneys' fees and
expenses.

SECTION 24. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT THEY
MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
AGREEMENT, ANY INSTRUMENT OR DOCUMENT REFERRED TO HEREIN OR RELATED HERETO, OR
ANY ITEM OF PLEDGED COLLATERAL, AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.

SECTION 25. AMENDMENTS. No provision of this Agreement may be amended, waived or
modified, and (unless otherwise provided herein) no item of Pledged Collateral
may be released, except in a writing signed by the Pledgor and the Lender.

SECTION 26. EXPENSES. The Pledgor hereby agrees to reimburse the Lender for the
enforcement of the Lender's rights under this Agreement, the sale of the Pledged
Collateral or any part thereof and the collection of payments due under or in
respect of the Pledged Collateral and all amounts due under this Agreement.

SECTION 27. WAIVER OF NOTICE OF ACCEPTANCE. The Pledgor hereby waives notice of
the making of any Loan or the issuance of the Note and notice from the Lender of
its acceptance of and reliance upon this Agreement.

SECTION 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties on separate counterparts, all of
which when taken together shall constitute but one and the same agreement.



Page 15 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






IN WITNESS WHEREOF, the Pledgor has duly executed this Agreement as of the date
first above written.



                                        _________________________________
                                        Joseph R. Cellura






                                   GUARANTEE


State of_____________________________________ )
                                              )
                                              ) ss.
County of ___________________________________ )


On__________________________________________ before me, Joseph R. Cellura, upon
satisfactory evidence to be the person whose name is subscribed to the within
instrument, personally appeared and who being duly sworn did suscribe the same
in his authorized capacity, freely and voluntarily for the uses and purposes
therein expressed.


WITNESS my hand and official seal the date aforesaid





______________________________________________Notary Public



Page 16 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






                                 Argyll Equities
                            Limited Liability Company


                Schedule I to Pledge Agreement of August 19, 2004
                  By Joseph R. Cellura to Argyll Equities, LLC



                           SCHEDULE OF PLEDGED SHARES


NAME OF              NUMBER OF        CLASS OF         CERTIFICATE
ISSUER               SHARES           SHARES           NUMBER          SYMBOL


OrbitTravel.com
Corp.                119,714,050      Common / A       form DTC        (Other OTC:OBTV.PK)




*****************************************Last Item***********************************************




Page 17 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC





                                Argyll Equities
                           Limited Liability Company

                Exhibit A to Pledge Agreement of August 19, 2004
                  by Joseph R. Cellura to Argyll Equities, LLC


                           FORM OF IRREVOCABLE PROXY

KNOW ALL MEN BY THESE PRESENTS: that the undersigned does hereby make,
constitute and appoint Argyll Equities, LLC (the "Lender") and each of the
Lender's officers and employees, his true and lawful attorneys, for him and in
his name, place and stead, to act as its proxy in respect of all of the pledged
shares of capital stock of OrbitTravel.com Corp (Other OTC:OBTV.PK) a
corporation (hereinafter referred to as the "Corporation"), which he now or
hereafter may own or hold, including, without limitation, the right, on his
behalf, to demand the call by any proper officer of the Corporation pursuant to
the provisions of the certificate of incorporation or by-laws of the Corporation
and as permitted by law of a meeting of the Corporation's shareholders and at
any meeting of shareholders, annual, general or special, to vote for the
transaction of any and all business that may come before such meeting, or at any
adjournment thereof, including, without limitation, the right to vote for the
sale of all or any part of the assets of the Corporation and/or the liquidation
and dissolution of the Corporation; giving and granting to his said attorneys
full power and authority to do and perform each and every act and thing, whether
necessary or desirable to be done in and about the premises, as fully as he
might or could do if personally present, with full power of substitution,
appointment and revocation, hereby ratifying and confirming all that his said
attorneys shall do or cause to be done by virtue hereof.

This Irrevocable Proxy is given to the Lender and to its officers and employees
in consideration of its execution and delivery of the Loan Agreement dated as of
the date hereof between the undersigned and the Lender (as it may be amended,
supplemented, restated or otherwise modified from time to time, the "Loan
Agreement"), and the transactions contemplated thereby, and in order to carry
out the covenant of the undersigned contained in a certain Pledge Agreement of
even date herewith by the undersigned in favor of the Lender (as it may be
amended, supplemented, restated or otherwise modified from time to time, the
"Pledge Agreement"), and this Proxy shall be irrevocable and coupled with an
interest, and shall be effective and binding upon the undersigned and his heirs,
executors, administrators, legatees, representatives, successors and assigns
until the payment in full of all of the Obligations (as such term is defined in
the Pledge Agreement) and may be exercised after the occurrence and during the
continuance of an Event of Default (as such term is defined in the Loan
Agreement).

IN WITNESS WHEREOF, the undersigned has duly executed this Irrevocable Proxy as
of this 19th day of August 2004.






                                        ______________________________
                                        Joseph R. Cellura





                                   GUARANTEE


State of_____________________________________ )
                                              )
                                              ) ss.
County of ___________________________________ )


On__________________________________________ before me, Joseph R. Cellura, upon
satisfactory evidence to be the person whose name is subscribed to the within
instrument, personally appeared and who being duly sworn did suscribe the same
in his authorized capacity, freely and voluntarily for the uses and purposes
therein expressed.


WITNESS my hand and official seal the date aforesaid





______________________________________________Notary Public



Page 18 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC






                                Argyll Equities
                           Limited Liability Company

                Exhibit B to Pledge Agreement of August 19, 2004
                  By Joseph R. Cellura to Argyll Equities, LLC



                              FORM OF UNDERTAKING


        The undersigned agrees that if an Event of Default shall occur under the
Loan Agreement, as such term is defined in the Pledge Agreement dated as of
August 19, 2004 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "Pledge Agreement"), by the undersigned in favor
of Argyll Equities, LLC (the "Lender"), the undersigned shall, at the request of
the Lender and at the sole expense of the undersigned, furnish to the Lender
such statements, prospectuses, opinions of counsel and other documents as the
Lender shall require to enable compliance with applicable state and federal
securities or blue sky laws in connection with the public sale or other
disposition of the Pledged Shares and to facilitate such public sale or
disposition. The undersigned agrees that a breach of any of his obligations set
forth in this undertaking will cause irreparable injury to the Lender, that the
Lender has no adequate remedy at law in respect of such breach and agrees that
each and every covenant contained herein shall be specifically enforceable
against the undersigned, and the undersigned hereby waives and agrees not to
assert any defenses against an action for specific performance of such
covenants. The undertaking of the undersigned herein shall remain in full force
and effect notwithstanding any amendment or modification of the Pledge
Agreement.





                                        ____________________________
                                        Joseph R. Cellura







                                   GUARANTEE


State of_____________________________________ )
                                              )
                                              ) ss.
County of ___________________________________ )


On__________________________________________ before me, Joseph R. Cellura, upon
satisfactory evidence to be the person whose name is subscribed to the within
instrument, personally appeared and who being duly sworn did suscribe the same
in his authorized capacity, freely and voluntarily for the uses and purposes
therein expressed.


WITNESS my hand and official seal the date aforesaid





______________________________________________Notary Public





Page 19 of 19
Private Collateralized Loan Agreement Bundle, Version 2.1
Copyright 2004 Argyll Equities LLC