PLEDGE
      AGREEMENT

     

    THIS
      PLEDGE AGREEMENT (the
      “Agreement”)
      is
      made and entered into as of September ___, 2008 (the “Effective
      Date”)
      by and
      among VORTEX
      RESOURCES CORP.,
      a
      corporation organized and existing under the laws of Delaware (the “Company”
or
      “Pledgor”), TRAFALGAR
      CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG,
      (the
“Pledgee”).
      

     

    RECITALS:

     

    WHEREAS,
      in
      order
      to secure the full and prompt payment when due (whether at the stated maturity,
      by acceleration or otherwise) of all of the Company’s obligations (the
“Obligations”)
      to the
      Pledgee or any successor to the Pledgee under this Agreement, the Securities
      Purchase Agreement of even date herewith between the Company
      and the
      Pledgee (the “Securities
      Purchase Agreement”),
      the
      Convertible Debentures (the “Convertible
      Debentures”)
      issued
      or to be issued by the Company to the Pledgee, either now or in the future,
      up
      to a total of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000)
      of
      principal, plus any interest, costs, fees, and other amounts owed to the Pledgee
      thereunder, the Security Agreement of even date herewith between the
Company
      and the
      Pledgee (the “Security
      Agreement”),
      and
      all other contracts entered into between the Company
      and Pledgor in connection with Securities Purchase Agreement
      (collectively, the “Transaction
      Documents”),
      the
      Company has agreed to irrevocably pledge to the Pledgee 4,500,000 restricted
      shares of the Company’s common stock (the “Pledged
      Shares”)
      in the
      denominations set forth in Schedule 1 hereto. The parties acknowledge and agree
      that as of the date of the first payment due to the Pledgee under the
      Convertible Debenture, the amount of pledged shares herein shall be adjusted
      such that the value of the pledged shares will be equal to four times the value
      of the outstanding loan amount upon each monthly repayment.

     

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

     

    TERMS
      AND CONDITIONS 

     

    1. Pledge
      and Transfer of Pledged Shares. 

     

    1.1.
      The
      Pledgor hereby grants to Pledgee a security interest in all Pledged Shares
      as
      security for the Company’s obligations under the Convertible Debentures.
      Simultaneously with the execution of the Transaction Documents, the Pledgor
      shall deliver to the Pledgee stock certificates representing the Pledged Shares,
      in such denominations as requested by the Pledgee, together with duly executed
      stock powers or other appropriate transfer documents executed in blank by the
      Pledgor (the “Transfer
      Documents”),
      and
      such stock certificates and Transfer Documents shall be held by the Pledgee
      until the full payment of all amounts due to the Pledgee under the Convertible
      Debentures and through repayment in accordance with the terms of the Convertible
      Debentures, or the termination or expiration of this Agreement. 

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    2. Rights
      Relating to Pledged Shares.
      Upon
      the occurrence and
      during the continuance
      of an
      Event of Default (as defined herein), the Pledgee shall be entitled to vote
      the
      Pledged Shares, to receive dividends and other distributions thereon, and to
      enjoy all other rights and privileges incident to the ownership of the Pledged
      Shares. 

     

    3. Release
      of Pledged Shares from Pledge.
      Upon
      the payment of all amounts due to the Pledgee under the Convertible Debentures
      by repayment in accordance with the terms of the Convertible
      Debentures
      or
      waiver by Pledgee or termination of the Agreement by the Parties,
      the
      Pledgee shall return to the Pledgor the Transfer Documents and the certificates
      representing the Pledged Shares, (collectively the “Pledged
      Materials”),
      whereupon any and all rights of Pledgee in the Pledged Materials shall be
      terminated. Notwithstanding anything to the contrary contained herein, upon
      full
      payment of all amounts due to the Pledgee under the Convertible Debentures,
      by
      repayment in accordance with the terms of the Convertible
      Debentures,
      this
      Agreement and Pledgee’s security interest and rights in and to the Pledged
      Shares shall terminate. 

     

    4. Event
      of Default.
      An
“Event
      of Default”
shall
      be deemed to have occurred under this Agreement upon an Event of Default under
      the Transaction Documents. 

     

    5. Remedies.
      Upon
      and anytime after the occurrence of an Event of Default and a thirty (30) day
      grace period to cure such default, the Pledgee shall have the right to
      (i) sell the Pledged Shares and to apply the proceeds of such sales, net of
      any selling commissions, to the Obligations owed to the Pledgee by the Pledgor
      under the Transaction Documents, including, without limitation, outstanding
      principal, interest, legal fees, and any other amounts owed to the Pledgee,
      and
      exercise all other rights and (ii) any and all remedies of a secured party
      with respect to such property as may be available under the Uniform Commercial
      Code as in effect in the State of Florida.
      The
      Pledgee shall have the absolute right to sell or dispose of the Pledged Shares
      in any manner it sees fit and shall have no liability to the Pledgor or any
      other party for selling or disposing of such Pledged Shares even if other
      methods of sales or dispositions would or allegedly would result in greater
      proceeds than the method actually used. The Pledgee shall return any Pledged
      Shares released to it and remaining after the Pledgee has applied the net
      proceeds to all amounts owed to the Pledgee. 

     

    5.1.
      Each
      right, power and remedy of the Pledgee provided for in this Agreement or any
      other Transaction Document shall be cumulative and concurrent and shall be
      in
      addition to every other such right, power or remedy. The exercise or beginning
      of the exercise by the Pledgee of any one or more of the rights, powers or
      remedies provided for in this Agreement or any other Transaction Document or
      now
      or hereafter existing at law or in equity or by statute or otherwise shall
      not
      preclude the simultaneous or later exercise by the Pledgee of all such other
      rights, powers or remedies, and no failure or delay on the part of the Pledgee
      to exercise any such right, power or remedy shall operate as a waiver thereof.
      No notice to or demand on the Pledgor in any case shall entitle it to any other
      or further notice or demand in similar or other circumstances or constitute
      a
      waiver of any of the rights of the Pledgee to any other further action in any
      circumstances without demand or notice. The Pledgee shall have the full power
      to
      enforce or to assign or contract is rights under this Agreement to a third
      party. 

     

    
      Pledge
        Agreement 

    

    


    
      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

     

    5.2.
      Demand Registration Rights. In
      addition to all other remedies available to the Pledgee, upon an Event of
      Default, the Pledgor shall promptly, but in no event more than sixty
      (60) days
      after the date of the Default Notice, file a registration statement to register
      with the Securities and Exchange Commission the Pledged Shares for the resale
      by
      the Pledgee. The Pledgor shall cause the registration statement to remain in
      effect until all of the Pledged Shares have been sold by the Pledgee.


     

    6.
      Notices.
      Unless
      otherwise provided herein, all demands, notices, consents, service of process,
      requests and other communications hereunder shall be in writing and shall be
      delivered in person or by overnight courier service, or mailed by certified
      mail, return receipt requested, addressed: 

     

      
        	
                If
                  to a Pledgor, to such

              	
                 

              	
                Yossi
                  Attia, CEO

              
	
                 
                  Pledgor’s attention c/o:

              	
                 

              	
                9107
                  Wilshire Blvd., Suite 450

              
	
                 

              	
                 

              	
                Beverly
                  Hills, CA 90210

              
	
                 

              	
                 

              	
                Facsimile:
                  310-461-1901

              
	 	 	 
	
                With
                  Copy to: 

              	
                 

              	
                Law
                  Offices of Stephen M. Fleming LLC

              
	
                 

              	
                 

              	
                403
                  Merrick Avenue, 2nd
                  Floor

              
	
                 

              	
                 

              	
                East
                  Meadow NY 11554

              
	
                 

              	
                 

              	
                Facsimile
                  516-977-1209

              
	 	 	 
	
                If
                  to the Pledgee:

              	
                 

              	
                Trafalgar
                  Capital Specialized 

                Investment
                  Fund, Luxembourg

              
	
                 

              	
                 

              	
                18851
                  NE 29th
                  Avenue

              
	
                 

              	
                 

              	
                Aventura,
                  Florida

              
	 	 	
                Suite
                  306

              
	
                 

              	
                 

              	
                Attention:
                  Bob Press

                Portfolio
                  Manager

              
	
                 

              	
                 

              	
                Facsimile:
                  1-786-323-1651

              


      

    

     

    
      Pledge
        Agreement 

    

     

    
      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

     

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

     

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

     

    8. Governing
      Law; Venue; Service of Process.
      The
      validity, interpretation and performance of this Agreement shall be determined
      in accordance with the laws of the State of Florida applicable to contracts
      made
      and to be performed wholly within that state except to the extent that Federal
      law applies. The parties hereto agree that any disputes, claims, disagreements,
      lawsuits, actions or controversies of any type or nature whatsoever that,
      directly or indirectly, arise from or relate to this Agreement, including,
      without limitation, claims relating to the inducement, construction, performance
      or termination of this Agreement, shall be brought in the state courts
      located in Broward County, Florida or United States District Courts for the
      Southern District of Florida, and the parties hereto agree not to challenge
      the
      selection of that venue in any such proceeding for any reason, including,
      without limitation, on the grounds that such venue is an inconvenient forum.
      The
      parties hereto specifically agree that service of process may be made, and
      such
      service of process shall be effective if made, pursuant to Section 8
      hereto. 

     

    9. Enforcement
      Costs.
      If
      any
      legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any provisions of this Agreement, the
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees, court costs and all expenses even if not taxable as
      court costs (including, without limitation, all such fees, costs and expenses
      incident to appeals), incurred in that action or proceeding, in addition to
      any
      other relief to which such party or parties may be entitled. 

     

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

     

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

     

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

     

    
      Pledge
        Agreement 

       

    

    
      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

     

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

     

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

     

    
      	 	
              VORTEX
                RESOURCES CORP.

            
	 	 
	 	
              By:

            	  

	 	
              Name: Yossi
                Attia

            
	 	
              Title:   Chief
                Executive Officer

            
	 	 	 
	 	
              TRAFALGAR
                CAPITAL SPECIALIZED 

            
	 	
              INVESTMENT
                FUND, LUXEMBOURG

            
	 	 	 
	 	
              By:
                

            	
              Trafalgar
                Capital Sarl

            
	 	
              Its:

            	
              General
                Partner

            
	 	 	 
	 	
              By:

            	  

	 	
              Name: Andrew
                Garai

            
	 	
              Title:   Chairman
                of the Board

            


    

     

    
      Pledge
        Agreement 

       

    

    
      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

     

    Schedule
      1

    


    
      	
              Pledgor:

            	 	
              Number of Shares Pledged:

            	 	
              Free Trading

            	 
	
              Vortex
                Resources Corp.

            	 	4,500,000	 	No