<PAGE>

                                                                   Exhibit 10.08

                                 PROMISSORY NOTE

                                                              New York, New York
U.S. $4,000,000                                                      June 4,2001

               1. FOR VALUE RECEIVED, DAVID SHIMMON, an individual residing in
the State of California ("Shimmon"), hereby promises to pay, on the Maturity
Date (as such term is defined below), to KINETICS HOLDINGS CORPORATION, a
Delaware corporation (the "Company"),in lawful money of the United States of
America at such place as designated by the holder hereof, the principal amount
of Four Million Dollars ($4,000,000) (the "Loan") or if less, the unpaid
principal portion of the Loan, together with interest thereon calculated as
provided below, from the date of this Note until the Loan is paid in full.

               2. The unpaid principal amount of the Loan, together with all
accrued and unpaid interest thereon and any other amounts payable hereunder,
shall be due and payable (automatically without notice of any kind in the case
of clause (ii)) upon the earlier of (i) June 4, 2008, (ii) the voluntary or
involuntary initiation of any proceeding in bankruptcy, reorganization,
liquidation, expropriation or any similar proceeding with respect to Shimmon or
the assignment for the benefit of creditors by Shimmon or the appointment of a
trustee or receiver relating to the estate of Shimmon or any order or decree
approving or ordering any of the foregoing, and (iii) .any consolidation,
merger, exchange of stock, conveyance of assets or similar corporate
reorganization which results in the sale of, directly or indirectly, a
substantial portion of the Company's assets on a consolidated basis (any such
date being the "Maturity Date").

               3. Shimmon may at any time prepay all or any portion of the
outstanding principal amount of the Loan, plus accrued and unpaid interest to
such repayment date, without penalty. Any partial prepayments shall be applied
pro rata to the then outstanding principal balance of the Loan and any accrued
but unpaid interest thereon (for purposes of illustration only, a partial
prepayment of One Million Dollars ($1,000,000) by Shimmon would be applied
first to the amount of principal of the Loan that, together with accrued and
unpaid interest thereon, equals One Million Dollars ($1,000,000) and,
thereafter, to such accrued and unpaid interest (as a hypothetical example only,
assuming at the time of such One Million Dollar ($1,000,000) prepayment that
Eight Hundred Thousand Dollars ($800,000) of principal of the Loan had accrued
and unpaid interest thereon equaling Two Hundred Thousand Dollars ($200,000),
such prepayment would be applied first to such Eight Hundred Thousand Dollars
($800,000) of principal of the Loan and, thereafter, to such Two Hundred
Thousand Dollars ($200,000) of accrued and unpaid interest on such Eight Hundred
Thousand Dollars ($800,000) of principal of the Loan)).

               4. Interest shall accrue on the outstanding principal amount of
the Loan at a rate per annum equal to five percent (5%), shall compound
semi-annually, and shall be due and payable by Shimmon as set forth in Paragraph
2 hereof.

               5. All amounts due under this Note are secured by (i) a pledge of
certain shares of common stock described in that certain Pledge Agreement, dated
the date hereof, made by Shimmon in favor of the Company (the "Shimmon Pledge
Agreement") and (ii) a pledge of


<PAGE>

certain shares of common stock described in that certain Pledge Agreement, dated
the date hereof, made by Magnolia Tree, LLC, a Delaware limited liability
company wholly-owned by Shimmon, in favor of the Company (the "Magnolia Pledge
Agreement" and, together with the Shimmon Pledge Agreement, the "Pledge
Agreements"). This Note is a non-recourse note. The Company's sole remedy for
Shimmon's failure to fulfill his obligations hereunder shall be limited to the
Company's right to the Collateral (as such term is defined in each of the Pledge
Agreements) pursuant to the terms of the Pledge Agreements.

               6. In the event Shimmon fails to pay any amounts when due on the
Maturity Date or thereafter upon demand, in addition to such amounts due, all
costs of collection, including reasonable attorneys fees, shall be added to the
amounts due under this Note.

               7. Shimmon and his assigns hereby waive diligence, presentment
for payment, protest, notice of protest, notice of nonpayment, demand, dishonor
and nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Shimmon hereunder,

               8. Each of Shimmon and the Company hereby irrevocably
acknowledges and consents that any legal action or proceeding brought with
respect to any of the obligations arising under or relating to this Note shall
be brought in the courts of the State of New York, County of New York, or if it
has or can acquire jurisdiction, in the United States District Court for the
Southern District of New York, as the party bringing such action or proceeding
may elect, and each of Shimmon and the Company hereby irrevocably submits to and
accepts with regard to any such action or proceeding, for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. Each of Shimmon and the Company hereby further irrevocably
waives any claim that such courts lack jurisdiction over such party, and agrees
not to plead or claim, in any legal action or proceeding with respect to this
Note brought in any of the aforesaid courts, that any such court lacks
jurisdiction over such party. The foregoing consents to jurisdiction shall not
constitute general consents to service of process for any purpose except as
provided above and shall not be deemed to confer rights on any Person other than
the respective parties to this Note. EACH OF SHIMMON AND THE COMPANY HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS
ARISING OUT OF OR RELATED TO THIS NOTE OR THE PLEDGE AGREEMENTS.

               9. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW
YORK OF ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.


<PAGE>

               IN WITNESS WHEREOF, Shimmon has executed and delivered this Note
on the date first above written.

                                             /s/ David Shimmon
                                             ----------------------------------
                                             David Shimmon



<PAGE>

                                                                  EXECUTION COPY

                                PLEDGE AGREEMENT

               This PLEDGE AGREEMENT (this "Agreement"), is dated June 4, 2001,
made by DAVID SHIMMON, an individual residing in the State of California
("Pledgor"), in favor of KINETICS HOLDINGS CORPORATION, a Delaware corporation
(the "Pledgee").

                                   WITNESSETH:

               WHEREAS, simultaneously with the execution of this Agreement, the
Pledgee has loaned to Pledgor, and Pledgor has borrowed from the Pledgee
$4,000,000, as evidenced by that certain promissory note, dated as of me date
hereof, issued by Pledgor (the "Note"); and

               WHEREAS, as an inducement for the Pledgee to loan such amounts to
Pledgor on a non-recourse basis, Pledgor has agreed to provide security for his
obligations under the Note and under this Agreement (collectively, the "Secured
Obligations").

               NOW, THEREFORE, in consideration of the benefits accruing to
Pledgor, the receipt and sufficiency of which is hereby acknowledged, Pledgor
hereby makes the following representations and warranties to the Pledgee and
hereby covenants and agrees with the Pledgee as follows:

               1. SECURITY. This Agreement is for the benefit of the Pledgee to
secure the Secured Obligations.

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

               "Agreement" shall have the meaning provided in the preamble to of
this Agreement.

               "Class A Common Stock" shall mean the voting Class A Common Stock
of the Pledgee, $0.01 par value per share.

               "Class B Common Stock" shall mean the nonvoting Class B Common
Stock of the Pledgee, $0.01 par value per share.

               "Collateral" shall mean the Pledged Stock, together with all
proceeds thereof and any other items referred to in Section 6.

               "Event of Default" shall have the meaning provided in Section 7
of this Agreement.

               "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security


<PAGE>

agreement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any other similar recording or notice
statute, and any lease having substantially the same effect as any of the
foregoing).

               "Note" shall have the meaning provided in the first recital of
this Agreement.

               "Pledgee" shall have the meaning provided in the preamble to this
Agreement.

               "Pledgee's List" shall have the meaning provided in Section 7 of
this Agreement.

               "Pledged Stock" shall have the meaning provided in Section 3 of
this Agreement.

               "Pledgor" shall have the meaning provided in the preamble to this
Agreement.

               "Secured Obligations" shall have the meaning provided in the
second recital of this Agreement.

               "UCC" shall mean the Uniform Commercial Code as in effect in the
relevant jurisdiction.

               3. PLEDGE OF STOCK, ETC. To secure the Secured Obligations and
for the purposes set forth in Section 1, Pledgor:(i) hereby grants to the
Pledgee a security interest in all of the Collateral; (ii) hereby agrees to
pledge and deposit, as security with the Pledgee, the shares of common stock set
forth on Schedule I attached hereto (the "Pledged Stock"), and deliver to the
Pledgee certificate(s) therefor accompanied by stock powers duly executed in
blank by Pledgor; and (iii) hereby agrees to assign, transfer, hypothecate,
mortgage, charge and set over to the Pledgee all of his right, title and
interest in and to such Pledged Stock (and in and to the certificates or
instruments evidencing such Pledged Stock), to be held by the Pledgee upon the
terms and conditions set forth in this Agreement.

               4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. Upon delivery of
the Collateral pursuant to the terms of this Agreement, the Pledgee shall have
the right to appoint one or more sub-agents for the purpose of retaining
physical possession of the Collateral, which shall be held, subject to Section 7
hereof, in the name of Pledgor, endorsed or assigned in blank or in favor of the
Pledgee or, in the sole discretion of the Pledgee, any nominee or nominees of
the Pledgee or a sub-agent appointed by the Pledgee.

               5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until the
Pledgee shall exercise its rights under Section 7 of this Agreement, Pledgor
shall be entitled to vote any and all of the Pledged Stock and to give consents,
waivers or ratifications in respect of the Pledged Stock, provided that no vote
shall be cast or any consent, waiver or ratification shall b e given or any
action taken which would violate or be inconsistent with any of the terms of
this Agreement or any other instrument or agreement referred to herein or
therein, or which would have the effect of impairing the position or interests
of the Pledgee. All such rights of


<PAGE>

Pledgor to vote and to give consents, waivers and ratifications shall cease when
the Pledgee shall exercise its rights under Section 7 of this Agreement.

               6. DISTRIBUTIONS. Unless and until an Event of Default shall have
occurred and be continuing, all cash dividends payable in respect of the Pledged
Stock shall be paid to Pledgor; provided, that all cash dividends payable in
respect of the Pledged Stock which are reasonably determined by the Pledgee to
represent, in whole or in part, an extraordinary, liquidating or other
distribution in return of capital shall be paid to the Pledgee and retained by
it as part of the Collateral. The Pledgee shall also be entitled to receive
directly, and to retain as part of the Collateral:

                        (i) all other or additional stock or securities or
                property (other than cash) paid or distributed by way of
                dividend in respect of the Pledged Stock;

                        (ii) all other or additional stock or other securities
                or property (including cash) paid or distributed in respect of
                the Pledged Stock by way of stock-split, spin-off, split-up,
                reclassification, combination of shares or similar
                rearrangement; and

                        (iii) all other or additional stock or other securities
                or property which may be paid in respect of the Collateral by
                reason of any consolidation, merger, exchange of stock,
                conveyance of assets, liquidation or similar corporate
                reorganization.

               7. REMEDIES IN CASE OF EVENT OF DEFAULT. In case Pledgor fails to
satisfy any of the Secured Obligations (an "Event of Default") and such an Event
of Default shall have occurred and be continuing, the Pledgee shall be entitled
to exercise all the rights, powers and remedies vested in it (whether vested in
it by this Agreement or by law) for the protection and enforcement of its rights
in respect of the Collateral, and the Pledgee shall be entitled, without
limitation, to exercise the following rights, which Pledgor hereby agrees to be
commercially reasonable; provided, that prior to exercising any of the rights
set forth in clause (d) below, the Pledgee will give Pledgor ten (10) days
notice thereof (during which period Pledgor may avoid the exercise of such
remedies by paying the Secured Obligations in full):

                        (a) to receive all amounts payable in respect of the
                Collateral otherwise payable under Section 6 to Pledgor;

                        (b) to transfer the Pledged Stock or any Pledged Stock
                into the Pledgee's name or the name of its nominee or nominees
                to be held pursuant to the terms of this Agreement;

                        (c) to vote all or any part of the Pledged Stock
                (whether or not transferred into the name of the Pledgee) and
                give all consents, waivers and ratifications in respect of the
                Collateral and otherwise act with respect thereto as though it
                were the outright owner thereof (Pledgor hereby irrevocably
                constituting


<PAGE>

                and appointing the Pledgee the proxy and attorney-in-fact of
                Pledgor, with full power of substitution to do so); and

                        (d) at any time or from time to time to sell, assign and
                deliver, or grant options to purchase, all or any part of the
                Collateral, or any interest therein, at any public or private
                sale (including, without limitation, a sale to the Pledgee), on
                commercially reasonable terms, without demand of performance,
                advertisement or notice of intention to sell or of the tune or
                place of sale or adjournment thereof or to redeem or otherwise
                (all of which are hereby waived by Pledgor), for cash, on credit
                or for other property, for immediate or future delivery without
                any assumption of credit risk, and for such price or prices and
                o n such terms as the Pledgee in its absolute discretion may
                determine; provided, that, at least ten (10) days' notice of the
                time and place of any such sale shall be given to Pledgor; and
                provided, further, that if the Collateral or any interest
                therein is to be either (i) repurchased by the Pledgee (by way
                of canceling the unpaid Secured Obligation) or (ii) sold to
                existing shareholders of the Pledgee or parties related to such
                shareholders, then the value of such Collateral (or interest
                therein) shall be either (a) mutually agreed to by Pledgor and
                the Pledgee or (b) determined by a nationally recognized
                investment bank selected by the mutual agreement of the Pledgee
                and Pledgor. If the Pledgee and Pledgor are unable to mutually
                agree, within thirty (30) days after such notice of the time
                and place of any such sale is given to Pledgor, on a nationally
                recognized investment bank to perform such valuation, then such
                valuation shall be conducted in accordance with the following
                procedure: (i) within five (5) days after the end of such thirty
                (30) day period, the Pledgee shall deliver to Pledgor a list of
                four (4) nationally recognized investment banks ("Pledgee's
                List"), and (ii) within ten (10) days after delivery of
                Pledgee's List, Pledgor shall select one of the nationally
                recognized investment banks from Pledgee's List and shall notify
                the Pledgee of Pledgor's selection; provided, that, if Pledgor
                fails to make a timely selection from the Pledgee's List, then
                the first nationally recognized investment bank set forth on
                Pledgee's List shall be deemed to be the nationally recognized
                investment bank to perform such valuation and the Pledgee shall
                so notify Pledgor and such nationally recognized investment
                bank; and provided, further, that the nationally recognized
                investment bank selected in accordance with the procedure set
                forth above shall deliver its valuation, which valuation shall
                be final and binding on the Pledgee and Pledgor, to the Pledgee
                and Pledgor within forty-five (45) days after receipt of notice
                of its selection. Pledgor hereby waives and releases to the
                fullest extent permitted by law any right or equity of
                redemption with respect to the Collateral, whether before or
                after sale hereunder, and all rights, if any, of marshalling the
                Collateral and any other security for the Secured Obligations or
                otherwise. The Pledgee shall not be liable for failure to
                collect or realize upon any or all of the Collateral or for any
                delay in so doing nor shall it be under any obligation to take
                any action whatsoever with regard thereto.

               8. APPLICATION OF PROCEEDS. All moneys collected by the Pledgee
upon any sale or other disposition of the Collateral, together with all other
moneys received by


<PAGE>

the Pledgee hereunder, shall be applied to the payment of all costs and expenses
incurred by the Pledgee in connection with such sale, the delivery of the
Collateral or the collection of any such moneys (including, without limitation,
attorneys' fees and expenses) and the balance of such moneys shall be held by
the Pledgee and applied by it in satisfaction of the Secured Obligations (with
any amount so collected in excess of all amounts due hereunder being remitted to
Pledgor).

               9. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by
the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any pain of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

               10. FURTHER ASSURANCES. Pledgor agrees that he will join with the
Pledgee in executing, at the Pledgee's expense, documents that are reasonably
necessary and required by law in order to perfect and preserve the Pledgee's
security interest in the Collateral, and agrees to do such further acts and
things, and to execute and deliver to the Pledgee such additional conveyances,
assignments, agreements and instruments, as the Pledgee may reasonably require
or deem advisable to carry into effect the purposes of this Agreement or to
further assure and confirm unto the Pledgee its rights, powers and remedies
hereunder.

               11. THE PLEDGEE AS AGENT. The Pledgee will hold in accordance
with this Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed that the obligations of the
Pledgee as holder of the Collateral and interests therein and with respect to
the disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement.

               12. TRANSFER BY PLEDGOR. Pledgor will not sell or otherwise
dispose of, grant any option with respect to, or create, incur, assume or suffer
to exist any Lien on any portion of the Collateral (except the Lien created by
this Agreement and the restrictions set forth in the Shareholders Agreement,
dated as of August 30, 2000, by and among Kinetics Holdings Corporation and its
shareholders, as amended from time to time).

               13. REPRESENTATIONS. WARRANTIES AND COVENANTS OF PLEDGOR. Pledgor
represents and warrants that: (i) he is the legal, record and beneficial owner
of the Pledged Stock described in Section 3 hereof, subject to no lien (except
the lien created by this Agreement and the restrictions set forth in the
Shareholders Agreement, dated as of August 30, 2000, by and among Kinetics
Holdings Corporation and its shareholders, as amended from time to time); and
(ii) he has all legal capacity and full legal right to pledge such stock
pursuant to this Agreement. Pledgor covenants and agrees that he will defend the
Pledgee's right, title and lien in and to the Collateral against the claims and
demands of all persons and Pledgor covenants and agrees that he will have like
title to and right to pledge any other property at any time hereafter pledged to
the Pledgee as Collateral hereunder.


<PAGE>

               14. PLEDGOR'S OBLIGATIONS ABSOLUTE, ETC. The obligations of
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any waiver, consent,
extension, indulgence or other action or inaction under or in respect of any
such instrument or agreement or this Agreement or any exercise or non-exercise
of any right, remedy, power or privilege under or in respect of this Agreement;
(ii) any furnishing of any additional security to the Pledgee or any acceptance
thereof or any sale, exchange, release, surrender or realization of or upon any
security by the Pledgee; or (iii) any invalidity, irregularity or
unenforceability of all or part of the Secured Obligations or of any security
therefor.

               15. TERMINATION; RELEASE; RELEASE ON PARTIAL PREPAYMENT. Upon the
satisfaction in full of all claims related to Seamed Obligations, this Agreement
shall terminate, and the Pledgee, at the request of Pledgor, will immediately
execute and deliver to Pledgor a proper instrument or instruments acknowledging
the satisfaction and termination of this Agreement, and will immediately duly
assign, transfer and deliver to Pledgor (without recourse and without any
representation or warranty) such of the Collateral as may be in the possession
or under the control of the Pledgee and has not therefore been sold or otherwise
applied or released pursuant to this Agreement, together with any moneys at the
time held by the Pledgee hereunder. In the event Pledgor makes a partial
prepayment of principal on the Secured Obligations, upon receipt of such
prepayment, the Pledgee shall promptly release to Pledgor three (3) shares of
Pledged Stock for each one dollar ($1.00) of such prepayment (with the total
number of released shares of Pledged Stock consisting of Class A Common Stock
and Class B Common Stock in the ratio of one (1) share of Class A Common Stock
to nine (9) shares of Class B Common Stock).

               16. NOTICES, ETC. All notices and other communications under.
this Agreement shall be in writing and shall be deemed given (i) when delivered
by hand, (ii) when transmitted by telecopier, provided that a copy is sent at
about the same time by registered mail, return receipt requested, (iii) one (1)
business day after mailed, if sent by Express Mail, Fed Ex, or other nationally
recognized express delivery service, or (iv) three (3) days after mailed, if
sent by registered or certified mail, return receipt requested, to the addressee
at the following addresses or telecopier numbers (or to such other address or
telecopier number as a party may specify by notice given to the other party
pursuant to this provision):

               If to Pledgor, to:

               David Shimmon

               With a copy to:

               Doty Sundheim & Gilmore
               Attention: Rodney C. Gilmore, Esq.

               If to the Pledgee, to:


<PAGE>

               Kinetics Holdings Corporation
               2805 Mission College Blvd.
               Santa Clara, CA 95054
               Fax: (408)567-0196
               Attention: John Goodman

or to such other address or to the attention of such other Person as the
recipient party has specified b y prior written notice pursuant to this
provision to the sending party.

               17. JURISDICTION; WAIVER OF JURY TRIAL. (a) Each of the parties
hereto hereby irrevocably acknowledges and consents that any legal action or
proceeding brought with respect to any of the obligations arising under or
relating to this Agreement may be brought in the courts of the State of New York
or in the United States District for the Southern District of New York, as the
party bringing such action or proceeding may elect, and each of the parties
hereto hereby irrevocably submits to and accepts with regard to any such action
or proceeding, for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each party hereby
further irrevocably waives any claim that any such courts lack jurisdiction over
such party, and agrees not to plead or claim, in any legal action or proceeding
with respect to this Agreement or the transactions contemplated hereby brought
in any of the aforesaid courts, that any such court lacks jurisdiction over such
party. The foregoing consents to jurisdiction shall not constitute general
consents to service of process for any purpose except as provided above and
shall not be deemed to confer rights on any person other than the respective
parties to this Agreement.

                      (b) Each of the parties hereto hereby waives any right it
may have under the laws of any jurisdiction to commence by publication any legal
action or proceeding with respect to this Agreement. To the fullest extent
permitted by applicable law, each of the parties hereto hereby irrevocably
waives the objection which it may now or hereafter have to the laying of the
venue of any suit, action or proceeding arising out of or relating to this
Agreement in any of the courts referred to in Section 17(a) and hereby further
irrevocably waives and agrees not to plead or claim that any such court is not a
convenient forum for any such suit, action or proceeding.

                      (c) The parties hereto agree that any judgment obtained by
any party hereto or its successors or assigns in any action, suit or proceeding
referred to above may, in the discretion of such party (or its successors or
assigns), be enforced in any jurisdiction, to the extent permitted by applicable
law.

                      (d) The parties hereto agree that the remedy at law for
any breach of this Agreement may be inadequate and that should any dispute arise
concerning any matter hereunder, this Agreement shall be enforceable in a court
of equity by an injunction or a decree of specific performance. Such remedies
shall, however, be cumulative and nonexclusive, and shall be in addition to any
other remedies which the parties hereto may have.


<PAGE>

                      (e) The parties hereto agree that the prevailing party or
parties, as the case may be, in any action, suit, arbitration or other
proceeding arising out of or with respect to this Agreement or the transactions
contemplated hereby, shall be entitled to reimbursement of all costs of
litigation, including reasonable attorneys' fees, from the non-prevailing party.
For purposes of this Section 17(e), each of the "prevailing party" and the
"non-prevailing party" in any action, suit, arbitration or other proceeding
shall be the party designated as such by the court, arbitrator or other
appropriate official presiding over such action, suit, arbitration or other
proceeding, such determination to be made as a part of the judgment rendered
thereby.

                      (f) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AND ALL LEGAL PROCEEDINGS ARISING OUT
OF OR RELATED TO THIS AGREEMENT.

               18. MISCELLANEOUS. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto; provided, however, that Pledgor may not assign or transfer
any of his rights or obligations hereunder without the prior written consent of
the Pledgee. This Agreement may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. THE INTERPRETATION
AND CONSTRUCTION OF THIS AGREEMENT, AND ALL MATTERS RELATING HERETO, SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS EXECUTED
AND TO BE PERFORMED SOLELY WITHIN SUCH STATE. The headings of the several
sections and subsections in this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered (including by way of facsimile) shall be an original, but
all of which together shall constitute one and the same instrument.


<PAGE>

               IN WITNESS WHEREOF, Pledgor and the Pledgee have caused this
Agreement to be duly executed as of the date first above written.

                                        PLEDGOR:

                                        BY: /s/ David Shimmon
                                            -----------------------------------
                                            Name:      David-Shimmon
                                            Title:     President/CEO



                                        PLEDGEE:

                                        KINETICS HOLDINGS CORPORATION

                                        BY: /s/ John Goodman
                                            -----------------------------------
                                            Name:      John Goodman
                                            Title:     Secretary



<PAGE>

                                   SCHEDULE I

                                  PLEDGED STOCK

<TABLE>
<CAPTION>
---------------------------------------------    -----------------------------------------------
       Issuer of Shares of Common Stock:                    Number and Class of Shares
                                                                 of Common Stock:
---------------------------------------------    -----------------------------------------------
<S>                                              <C>
         Kinetics Holdings Corporation           o   266,667 Shares of Class A Common Stock,
                                                     par value $ 0.01 per share

                                                 o   2,400,000 Shares of Class B Common Stock,
                                                     par value $ 0.01 per share

---------------------------------------------    -----------------------------------------------
</TABLE>