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Exhibit 4.4
                                PLEDGE AGREEMENT

         THIS PLEDGE  AGREEMENT  ("AGREEMENT")  dated as of June 25,  2003, is
given by MERRIT JESSON ("PLEDGOR"), in favor of CORNELL CAPITAL PARTNERS , LP, a
Delaware limited partnership ("CORNELL").  Capitalized terms used herein and not
otherwise  defined  herein shall have the  respective  meanings set forth in the
Securities Purchase Agreement of even date herewith given by Pick-Ups Plus Inc.,
a Delaware  corporation  (the  "COMPANY"),  to Cornell  (as  amended,  restated,
supplemented or otherwise  modified from time to time, the "SECURITIES  PURCHASE
AGREEMENT").

                                    WHEREAS:

         A. The Company and Cornell wish to provide for the funding contemplated
under the  Securities  Purchase  Agreement  in the amount of One Hundred  Eighty
Thousand (U.S.) Dollars ($180,000).

         B. To induce Cornell to enter into the Securities  Purchase  Agreement,
Registration  Rights  Agreement,  Convertible  Debenture,  and  the  Irrevocable
Transfer Agent Instructions, the Pledgor has also agreed to secure the Pledgor's
obligations under the Guaranty by a pledge to Cornell and grant a first-priority
security interest to Cornell of three million (3,000,000) free trading shares of
the Company's  Common Stock (the "FREE TRADING PLEDGED  STOCK")  (referred to as
the "PLEDGED  STOCK") which are issued and outstanding and owned by the Pledgor.
The Pledged Stock is more fully described on EXHIBIT A attached hereto.


         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth herein,  and for other good and valuable  consideration  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereby
agree as follows:

         1.  RECITALS.  The above  recitals  are true and  correct  and same are
incorporated into this Agreement by this reference.

         2. PLEDGE OF STOCK; GRANT OF SECURITY INTEREST.  For value received the
Pledgor hereby grants a first-priority security interest in and to, and herewith
delivers to Cornell stock certificates  representing,  three million (3,000,000)
free trading  shares of the Company's  Common Stock (the "FREE  TRADING  PLEDGED
STOCK" and/or the "PLEDGED STOCK") together with any other shares and securities
from time to time  receivable  or  otherwise  distributed  in  respect  of or in
exchange for any or all of such shares,  being called the "PLEDGED  Stock"),  to
secure the payment and  performance of all obligations of the Pledgor to Cornell
the Securities  Purchase Agreement,  Registration Rights Agreement,  Irrevocable
Transfer  Agent  Instructions,  and the  Convertible  Debenture all of even date
herewith  and all of the  documents,  agreements  and  instruments  between  the
Pledgor  and  Cornell  evidencing  or  otherwise   pertaining  to,  the  Secured
Obligations  being  herein   (collectively   referred  to  as  the  "TRANSACTION
DOCUMENTS")  (the  aforesaid  obligations  and  liabilities of the Pledgor being
herein called the "SECURED  OBLIGATIONS").  The Pledgor  unconditionally  agrees
that if the Company  fails for any reason or for no reason to repay  Cornell all
amounts  owed  under  the



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Securities Purchase Agreement and the Convertible Debenture within the period of
time  provided  in the  Convertible  Debenture  and or comply  with the  Secured
Obligations under the Transaction  Documents,  that Cornell shall have the right
to take and/or sell all of the Pledged Stock without limitation.

         3. REPRESENTATIONS AND WARRANTIES.  The Pledgor represents and warrants
to, and agrees with, Cornell as follows:

         (a) The  Pledged  Stock is  represented  by the  stock  certificate  or
certificates  described on EXHIBIT A attached  hereto under the Pledgor's  name,
and that such stock certificate or certificates, accompanied by an instrument of
assignment  or transfer duly executed in blank by the Pledgor as the owner named
in such stock certificate or certificates, have been delivered to Cornell by the
Pledgor.  The Pledged Stock was validly issued,  fully paid and  non-assessable.
The  Pledged  Stock is not  subject to any  voting  agreement,  voting  trust or
similar agreement or arrangement. The Pledged Stock is free and clear of any and
all restrictions,  liens and encumbrances  other than those in favor of Cornell.
The Pledgor  further  covenants  and agrees to keep the  Pledged  Stock free and
clear of any and all  restrictions  liens and  encumbrances  other than those in
favor of Cornell.

         (b) The Pledgor has full power,  right and  authority to enter into and
perform his obligations  under this Agreement,  and this Agreement has been duly
executed  and  delivered  by the Pledgor and  constitutes  the valid and binding
obligations of the Pledgor and is enforceable  against the Pledgor in accordance
with its terms. No permits, approvals or consents of or notifications to (1) any
governmental  entities or (2) any other  persons or entities  are  necessary  in
connection  with the execution,  delivery and performance by the Pledgor of this
Agreement  and the  consummation  by the  Pledgor  of the  actions  contemplated
hereby.  Neither the execution and delivery of this Agreement by the Pledgor nor
the performance by any of them of the actions contemplated hereby will:

                  (i)  violate  or  conflict  with or  result in a breach of any
         provision  of  any  law,  statute,  rule,  regulation,  order,  permit,
         judgment, ruling,  injunction,  decree or other decision (collectively,
         "RULES") of any court or other tribunal or any  governmental  entity or
         agency  binding on the Pledgor or his  properties,  or conflict with or
         cause an event of  default  under  any  contract  or  agreement  of the
         Pledgor; or

                  (ii) require any authorization,  consent, approval,  exemption
         or  other  action  by  or  notice  to  any  court,   administrative  or
         governmental body, person, entity or any other third party.

         4. TITLE;  STOCK RIGHTS,  DIVIDENDS,  ETC. The Pledgor will warrant and
defend  Cornell's  title to the  Pledged  Stock,  and the lien  herein  created,
against all claims of all persons,  and will maintain and preserve such security
interest. It is understood and agreed that the collateral hereunder includes any
stock rights, stock dividends,  liquidating dividends, new securities, payments,
distributions  and proceeds  (including  cash  dividends and sale  proceeds) and
other  property  to which  the  Pledgor  may  become  entitled  by reason of the
ownership of the Pledged Stock during the existence of this  Agreement,  and any
such  property  received  by the  Pledgor  shall be held in trust and  forthwith
delivered to Cornell to be held  hereunder in accordance  with the terms of this
Agreement.


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         5. EVENTS OF DEFAULT;  REMEDIES.  Upon the  occurrence  of any event of
default under this Agreement,  the Securities Purchase  Agreement,  Registration
Rights Agreement,  the Convertible Debenture, and the Irrevocable Transfer Agent
Instructions  Cornell shall have all of the rights and remedies  provided by law
and/or by this  Agreement,  including  but not  limited to all of the rights and
remedies of a secured party under the New Jersey  Uniform  Commercial  Code, and
the Pledgor hereby  authorizes  Cornell to all of the Pledged Stock at public or
private  sale and to apply the  proceeds of such sale to the costs and  expenses
thereof (including the reasonable attorneys' fees and disbursements  incurred by
Cornell) and then to the payment of the other Secured  Obligations  as set forth
below.  Any requirement of reasonable  notice shall be met if Cornell sends such
notice  to  the  Pledgor  within  one  (1)  Trading  Day of the  date  of  sale,
disposition  or other event  giving  rise to the  required  notice.  The Pledgor
expressly  authorizes  such sale or sales of the Pledged Stock in advance of and
to the  exclusion  of any sale or sales of or  other  realization  upon  owed to
Cornell.  Cornell shall be under no obligation to reserve  rights  against prior
parties.

         6. ADDITIONAL REMEDIES. Upon the occurrence of an event of default this
Agreement, the Securities Purchase Agreement, Registration Rights Agreement, the
Convertible Debenture, and the Irrevocable Transfer Agent Instructions,  Cornell
shall have also the right pursuant to the Assignment  Separate from  Certificate
attached  hereto as EXHIBIT B to transfer into its name, or into the name of its
nominee or nominees, all of the Pledged Stock and may otherwise act with respect
thereto as though Cornell is the outright owner thereof,  and the Pledgor hereby
irrevocably  constitutes and appoints Cornell as its proxy and attorney-in-fact,
with full power of substitution, to do so.

         7.  TERMINATION.  This Agreement shall terminate upon the  registration
statement  filed pursuant to the  Registration  Rights  Agreement dated the date
here being  declared  effective  by the United  States  Securities  and Exchange
Commission and upon such termination Cornell shall assign,  transfer and deliver
without  recourse and without warranty the Pledged Stock to the Pledgor (and any
property  received  in  respect  thereof)  as has not  theretofore  been sold or
otherwise applied pursuant to the provisions of this Agreement.  Notwithstanding
anything to the contrary herein,  so long as the Secured  Obligations is zero or
would be made zero simultaneously with the termination hereof, the Pledgor shall
have the right to terminate  this  Agreement  at any time by  providing  written
notice of such termination to Cornell and upon such  termination,  Cornell shall
assign,  transfer  and  deliver  without  recourse  or  without  warranties  any
remaining  Pledged  Stock to the  Pledgor or any  property  received  in respect
thereof  and has not been sold or  otherwise  applied  under this  agreement  to
satisfy the Secured Obligations.

         8. SEVERABILITY. If any provision of this Agreement is, for any reason,
invalid or  unenforceable,  the  remaining  provisions  of this  Agreement  will
nevertheless  be valid and enforceable and will remain in full force and effect.
Any provision of this Agreement that is held invalid or unenforceable by a court
of competent  jurisdiction  will be deemed  modified to the extent  necessary to
make it valid and  enforceable  and as so modified will remain in full force and
effect.


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         9.  AMENDMENT  AND  WAIVER.  This  Agreement  may  be  amended,  or any
provision of this  Agreement may be waived,  provided that any such amendment or
waiver will be binding on a party hereto only if such amendment or waiver is set
forth in a writing executed by the parties hereto.  The waiver by any such party
hereto of a breach of any  provision of this  Agreement  shall not operate or be
construed as a waiver of any other breach.

         10.  SUCCESSORS.  Except as otherwise  provided herein,  this Agreement
shall bind and inure to the  benefit of and be  enforceable  by the  parties and
their successors and assigns.

         11.  ASSIGNMENT.  This  Agreement  shall not be directly or  indirectly
assignable or delegable by the Pledgor.

         12. NO STRICT CONSTRUCTION. The language used in this Agreement will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.

         13.  FURTHER  ASSURANCES.  Each party hereto will execute all documents
and take such other actions as the other parties may reasonably request in order
to  consummate  the  transactions  provided  for  herein and to  accomplish  the
purposes of this Agreement.

         14. NOTICES,  CONSENTS,  ETC. Any notices,  consents,  waivers or other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to Pledgor:                   Merrit Jesson
                                 4360 Ferguson Dr. - Suite 120
                                 Cincinnati, Ohio 45245
                                 Telephone:     (513) 398-4344
                                 Facsimile:     (513) 943-9802

If to Cornell:                   Cornell Capital Partners, LP
                                 101 Hudson Street - Suite 3606
                                 Jersey City, New Jersey 07302
                                 Attention:     Mark A. Angelo
                                 Telephone:     (201) 985-8300
                                 Facsimile:     (201) 985-8266

With Copy to:                    Butler Gonzalez LLP
                                 1000 Stuyvesant Avenue - Suite 6
                                 Union, NJ  07083
                                 Attention:     David Gonzalez, Esq.
                                 Telephone:     (908) 810-8588
                                 Facsimile:     (908) 810-0973


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or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

         15.  REMEDIES,  OTHER  OBLIGATIONS,  BREACHES  AND  INJUNCTIVE  RELIEF.
Cornell's  remedies  provided  in this  Agreement  shall  be  cumulative  and in
addition to all other remedies  available to Cornell under this  Agreement,  the
Securities  Purchase Agreement,  Registration Rights Agreement,  the Convertible
Debenture, and the Irrevocable Transfer Agent Instructions,  at law or in equity
(including a decree of specific  performance and/or other injunctive relief), no
remedy of Cornell  contained  herein shall be deemed a waiver of compliance with
the  provisions  giving  rise to such  remedy and  nothing  herein  shall  limit
Cornell's  right to pursue actual damages for any failure by a Pledgor to comply
with the terms of this  Agreement  or the  Company  for  failure to comply,  the
Securities  Purchase Agreement,  Registration Rights Agreement,  the Convertible
Debenture,  and the  Irrevocable  Transfer Agent  Instructions.  Every right and
remedy of Cornell under the this Agreement,  the Securities  Purchase Agreement,
Registration Rights Agreement,  the Convertible  Debenture,  and the Irrevocable
Transfer Agent  Instructions or under  applicable law may be exercised from time
to time and as often as may be deemed expedient by Cornell. Pledgor acknowledges
that a breach by it of its obligations  hereunder will cause irreparable harm to
Cornell  and  that the  remedy  at law for any such  breach  may be  inadequate.
Pledgor  therefore  agrees that,  in the event of any such breach or  threatened
breach,  Cornell shall be entitled, in addition to all other available remedies,
to an injunction  restraining any breach,  or specific  performance  without the
necessity of showing  economic loss and without any bond or other security being
required.

         16.  GOVERNING  LAW;   JURISDICTION.   All  questions   concerning  the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal courts sitting in Hudson County and the United States District Court for
the District of New Jersey,  for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient



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service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

         17. COSTS AND EXPENSES.  Without limiting any obligation of the Pledgor
hereunder,  the Pledgor agrees to pay all reasonable  fees and costs incurred by
Cornell  in  enforcing  its rights  hereunder,  including,  without  limitation,
reasonable  attorneys'  fees and expenses,  whether or not involving  litigation
and/or appellate or bankruptcy proceedings.

         18.  NO  INCONSISTENT  AGREEMENTS.  None  of the  parties  hereto  will
hereafter enter into any agreement which is inconsistent with the rights granted
to the parties in this Agreement.

         19. THIRD PARTIES.  Nothing herein  expressed or implied is intended or
shall be  construed  to confer upon or give to any person or entity,  other than
the parties to this  Agreement  and their  respective  permitted  successor  and
assigns, any rights or remedies under or by reason of this Agreement.

         20. WAIVER OF JURY TRIAL. AS A MATERIAL  INDUCEMENT FOR CORNELL TO LOAN
TO THE COMPANY THE MONIES UNDER THE PROMISSORY NOTE AND TO ACCEPT THIS GUARANTY,
THE GUARANTOR  HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT  AND/OR ANY AND ALL OF THE OTHER  DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.

         21.  ENTIRE  AGREEMENT.  This  Agreement  (including  the  recitals and
exhibits  hereto),  and the Guaranty of even date among the parties hereto,  set
forth the entire understanding of the parties with respect to the subject matter
hereof, and shall not be modified or affected by any offer, proposal,  statement
or representation,  oral or written, made by or for any party in connection with
the  negotiation  of the terms hereof,  and may be modified only by  instruments
signed by all of the parties hereto.

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


                                         MERRIT JESSON

                                         By:
                                         ----------------------------------

                                         CORNELL CAPITAL PARTNERS, LP

                                         By: Yorkville Advisors LLC
                                         Its: General Partner

                                         By:
                                         ----------------------------------
                                         Name:  Mark A. Angelo
                                         Title:  Portfolio Manager

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                                    EXHIBIT A
                          DESCRIPTION OF PLEDGED SHARES


                            SHARES PLEDGED BY PLEDGOR
                            -------------------------


              NUMBER OF SHARES                     CERTIFICATE NUMBER
              ----------------                     ------------------
               3,000,000


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                                    EXHIBIT B



                      ASSIGNMENT SEPARATE FROM CERTIFICATE


         FOR VALUE RECEIVED,  MERRIT JESSON hereby sells,  assigns and transfers
onto CORNELL CAPITAL PARTNERS,  LP, three million  (3,000,000)  shares of Common
Stock of PICK-UPS PLUS INC., a Delaware  corporation standing in its name on the
books of said  corporation,  represented by  Certificate  No. _____ herewith and
does hereby irrevocably constitute and appoint  ________________________________
attorney to  transfer  the said stock on the books of the within  named  company
with full power of substitution in the premises.


DATED: ______________,  2003


                                            MERRIT JESSON

                                            ------------------------------------



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