PLEDGE AGREEMENT

     THIS PLEDGE  AGREEMENT  (this  "Agreement"),  dated as of March 7, 2008, is
executed by and between Total Luxury  Group,  Inc., a Indiana  corporation  (the
"Pledgor" or the  "Company"),  and Accelerant  Partners LLC, a Delaware  limited
liability company (the "Pledgee").

                                   Background

     A. Pursuant to the Stock  Purchase  Agreement,  dated as of the date hereof
(including  all annexes,  exhibits and schedules  thereto,  as from time to time
amended,   restated,   supplemented   or  otherwise   modified,   the  "Purchase
Agreement"),  between the  Company,  as  purchaser  of certain  shares of Petals
Decorative  Accents,  Inc.  common stock (the "Shares") and the Pledgee,  as the
seller of the Shares, the Company, as partial  consideration for its purchase of
Shares,  has agreed to issue to the Pledgee,  the  Company's  Senior  Secured 9%
convertible  promissory  note in the aggregate  principal  amount of $19,000,000
(together with all renewals,  extensions and modifications  thereof and any note
or notes issued in substitution or exchange therefor,  the "Note").  Capitalized
terms used herein and not  otherwise  defined  herein shall have the  respective
meanings ascribed to such terms in the Purchase Agreement.

B. Pledgor is the legal and beneficial owner, as more fully described on Exhibit
A attached  hereto,  of  38,000,000  Shares of Petals  Decorative  Accents  Inc.
(sometimes  hereinafter  referred  to as  "Issuer"),  and may from  time to time
hereafter  acquire  additional shares of common stock or other equity securities
of Issuer. Pledgor, as an equity holder of Issuer, acknowledges that (i) it will
receive direct and indirect  benefits from the Pledgee  pursuant to the Purchase
Agreement and the other  Transaction  Documents and (ii) Pledgor's  execution of
this  Agreement is a condition  precedent to Pledgee  entering into the Purchase
Agreement  and  fulfilling  its  covenants   thereunder  and   consummating  the
transactions contemplated thereby.

     C. In order to further secure the payment and  performance of the covenants
of  Pledgor  in favor of  Pledgee  under  the  Purchase  Agreement  or any other
Transaction Document  (collectively,  the "Obligations"),  Pledgor has agreed to
pledge to Pledgee,  for the benefit of Pledgee,  all of the equity securities of
Issuer, in each case, now or hereafter owned by Pledgor.

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

     1. Pledge. Pledgor hereby pledges and grants to Pledgee, for the benefit of
Pledgee,  a lien on and security  interest in all of Pledgor's right,  title and
interest in and to the following  property and interests in property of Pledgor,
whether now owned or  hereafter  acquired and  wherever  located  (the  "Pledged
Collateral"):



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          (a) all common stock and equity securities and all general intangibles
     relating to the  ownership  of such common stock and equity  securities  of
     Issuer now or at any time or times hereafter  owned by Pledgor,  including,
     without limitation,  all of such equity securities (and general intangibles
     related  thereto)  or  other  securities  described  on  Exhibit  A  hereto
     (collectively, the "Pledged Interests");

          (b) all warrants,  options and other rights to acquire,  and rights in
     and to, the common stock or other equity securities of Issuer now or at any
     time or times hereafter owned by Pledgor (collectively, the "Rights");

          (c) all other property now or at any time or times hereafter received,
     receivable  or  otherwise  distributed  in  respect  of or in  exchange  or
     substitution for any or all of the Pledged Interests and/or the Rights, and
     all  of  Pledgor's  rights  thereto,  including,  without  limitation,  all
     dividends,   cash  and  other  payments  and   distributions  of  any  kind
     whatsoever; and

          (d) all proceeds of all of the foregoing.

     Pledgor agrees to execute and deliver to Pledgee (i)  assignments  separate
from  certificate  substantially  in the form of Exhibit B hereto,  undated  and
appropriately  endorsed  in blank,  with  respect  to any  certificated  Pledged
Interests  and any warrants or options for the purchase of common stock or other
equity securities of Issuer included in the Rights and (ii) such other documents
of  transfer  as  Pledgee  may from time to time  reasonably  request  to enable
Pledgee to transfer, after the occurrence and during the continuance of an Event
of Default, the Pledged Collateral into its name or the name of its nominee (all
of the foregoing are hereinafter collectively referred to as the "Powers").

     2. Security for the Obligations.  The Pledged Collateral secures the prompt
and complete payment,  performance and observance of the Obligations (including,
without limitation, all obligations and liabilities of Pledgor hereunder).

     3. Perfection of Security Interest.  Pledgor agrees to (a) promptly deliver
to Pledgee or Pledgee's nominee all certificates or other instruments evidencing
any of the Pledged  Collateral,  if any, (b) execute and deliver to Pledgee such
financing  statements  as Pledgee may  reasonably  request  with  respect to the
Pledged  Collateral (or, if execution by Pledgor is not required pursuant to the
applicable  Uniform  Commercial Code,  Pledgor hereby authorizes Pledgee to file
all  financing  statements  deemed  necessary by Pledgee to perfect the security
interests granted hereunder),  and (c) take such other steps as Pledgee may from
time to reasonably request to perfect Pledgee's security interest in the Pledged
Collateral or any part thereof under applicable law.

     4. Pledged Collateral Adjustments. If, during the term of this Agreement:



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<PAGE>

          (a)  any   non-cash   dividend  or   distribution,   reclassification,
     readjustment  or other change is declared or made in the capital  structure
     of Issuer, or any option, warrant or similar instrument included within the
     Pledged Collateral is exercised, or both, or

          (b) any  subscription,  warrants,  options  or other  Rights  shall be
     issued in connection with the Pledged Collateral,

then Pledgor  shall (i) promptly  deliver all new,  substituted  and  additional
shares, warrants,  options, Rights or other equity securities,  issued by reason
of any of the foregoing,  and all certificates and other instruments  evidencing
the same to  Pledgee  to be held  under  the terms of this  Agreement  and shall
constitute Pledged  Collateral  hereunder and (ii) promptly deliver to Pledgee a
revised Exhibit A, adding such additional  Pledged  Collateral;  provided,  that
nothing  contained in this Section 4 is intended or shall be deemed or construed
to permit any non-cash  dividend or distribution,  issuance of additional common
stock,   warrants,   options  or  other  Rights  or  other  equity   securities,
reclassification,  readjustment  or other  change in the  capital  structure  of
Company which is not expressly permitted by the Purchase Agreement.

     5.  Subsequent  Changes  Affecting  Pledged   Collateral.   Pledgor  hereby
represents and warrants that it has made its own arrangements for keeping itself
informed  of changes or  potential  changes  affecting  the  Pledged  Collateral
(including, but not limited to, rights to convert, rights to subscribe,  payment
of  dividends,  reorganization  or other  exchanges,  tender  offers  and voting
rights), and Pledgor agrees that Pledgee shall not have any obligation to inform
Pledgor of any such changes or  potential  changes or to take any action or omit
to take any action with respect  thereto.  Pledgee may, after the occurrence and
during the continuance of an Event of Default, without notice and at its option,
transfer or register the Pledged  Collateral or any part thereof into its or its
nominee's  name with or without any indication  that such Pledged  Collateral is
subject to the lien created  hereunder.  In addition,  upon the  occurrence  and
during the continuance of an Event of Default,  Pledgee may at any time exchange
certificates or other instruments  representing or evidencing Pledged Collateral
for certificates or other instruments of smaller or larger denominations.

     6.  Representations and Warranties.  Pledgor hereby represents and warrants
as of the effective date hereof to Pledgee as follows:

          (a)  Pledgor is the sole  legal and  beneficial  owner of the  Pledged
     Interests  owned by  Pledgor,  free and  clear of any lien or  encumbrance,
     except for the lien created by this Agreement;

          (b) The  Pledged  Interests  have been duly  authorized  and,  if such
     Pledged  Interests are shares of stock,  validly  issued and are fully paid
     and non-assessable;

          (c) The Pledged Interests constitute ninety-eight percent (98%) of the
     issued and outstanding shares of common stock or other equity securities of
     Issuer and there are no outstanding  options,  warrants or other agreements



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<PAGE>

     with respect to the Pledged Interests;

          (d) Pledgor has full power and authority to enter into this  Agreement
     and has the right to vote, assign,  deposit,  pledge and grant a lien on or
     otherwise  transfer  all of its rights in the Pledged  Collateral  free and
     clear of any liens;

          (e)  No  consent  of any  other  Person  is  required  under  Issuer's
     certificate  of   incorporation,   limited   liability   company  operating
     agreement,  or any other similar constituent  document, to the grant of the
     liens provided hereby and to the transfer of the Pledged Collateral to, and
     to the  exercise of any voting or other  consensual  rights with respect to
     the Pledged  Collateral by, Pledgee or its designee in connection  with the
     exercise of any remedies  hereunder,  including under Section 10 below; and
     there  are  no   restrictions   contained   in  Issuer's   certificate   of
     incorporation,  limited liability company operating agreement, or any other
     similar  constituent  document which could reasonably be expected to impair
     in any material  respect  Pledgee's  ability to exercise any of such or any
     other remedies.

          (f) No consent,  authorization,  approval,  or other action by, and no
     notice to or filing with, any governmental authority is required either (i)
     for the pledge of the Pledged Collateral  pursuant to this Agreement or for
     the execution or delivery by Pledgor of, or  performance  by Pledgor under,
     this  Agreement  or  (ii)  for  the  exercise  by  Pledgee  of the  voting,
     consensual or other rights  provided for in this  Agreement or the remedies
     in respect of the Pledged Collateral pursuant to this Agreement;

          (g) The pledge of the Pledged  Collateral  pursuant to this  Agreement
     creates a valid and  perfected  first  priority  security  interest  in the
     Pledged Collateral,  in favor of Pledgee,  securing the prompt and complete
     payment, performance and observance of the Obligations;

          (h) Each of the Powers, if any, is duly executed and gives Pledgee the
     authority it purports to confer; and

          (i)  Pledgor's  legal name is  exactly as it appears on the  signature
     pages  hereto,  Pledgor's  jurisdiction  of  organization  is the  State of
     Indiana,  and  Pledgor  will  provide  Pledgee  with thirty (30) days prior
     written  notice of any change in Pledgor's  legal name or  jurisdiction  of
     organization.

     7.  Voting  Rights.  During  the  term of this  Agreement,  and  except  as
otherwise  provided in this Section 7, Pledgor  shall have the right to vote the
Pledged  Interests on all questions in a manner not inconsistent  with the terms
of the  Purchase  Agreement,  any  Transaction  Document or this  Agreement  and
Pledgee  will  deliver all  necessary  documents  to allow  Pledgor to take such
action upon Pledgor's  reasonable  request.  After the occurrence and during the



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<PAGE>

continuance  of an Event of Default,  Pledgee  may,  at  Pledgee's  option,  (a)
exercise all voting and other  consensual  rights and powers  pertaining  to the
Pledged  Collateral,  including  the  right to take  action by  consent  and (b)
terminate  Pledgor's  ability to vote the Pledged Interests by written notice to
Pledgor of such  termination.  Pledgor  hereby  agrees to execute all proxies or
other  instruments,  documents  or  agreements  deemed  reasonably  necessary by
Pledgee  to  evidence  the  right  to vote the  Pledged  Interests  as  provided
hereunder,  and Pledgor agrees that it shall not be entitled to rescind,  revoke
or otherwise  modify  Pledgee's vote executed in accordance with this Section 7.
Any and all  proxies  executed by Pledgor  pursuant  to this  Section 7 shall be
deemed for all  purposes to be a proxy  coupled  with an  interest  and shall be
irrevocable  until the payment in full, in cash, of all the  Obligations and the
fulfillment  or  termination  of all  covenants  under the  Purchase  Agreement.
Notwithstanding anything to the contrary contained herein, Pledgor will not, and
will not permit Issuer to "opt-out" of Article 8 of the Uniform Commercial Code.

     8. Dividends and Other Distributions.  (a) (i) Pledgor shall be entitled to
receive and retain any and all dividends and other distributions paid in respect
of the Pledged  Collateral to the extent that such receipt or such  distribution
is not  prohibited  by  the  terms  of  the  Purchase  Agreement  or  any  other
Transaction Document; provided, that any and all

                         (A)  dividends  paid or payable other than in cash with
                    respect to, and  instruments  and other  property  received,
                    receivable or otherwise  distributed  with respect to, or in
                    exchange for, any of the Pledged Collateral;

                         (B) dividends and other  distributions  paid or payable
                    in cash with  respect to any of the  Pledged  Collateral  on
                    account of a partial or total  liquidation or dissolution or
                    in connection  with a reduction of capital,  capital surplus
                    or paid-in surplus;

                         (C) cash paid,  payable or otherwise  distributed  with
                    respect to principal of, or in redemption of, or in exchange
                    for, any of the Pledged Collateral; and

                         (D) dividends paid in respect of the Pledged Collateral
                    that are not permitted pursuant to the terms of the Purchase
                    Agreement or any other Transaction Document

shall be Pledged Collateral, and shall be forthwith delivered to Pledgee to hold
as Pledged  Collateral and shall,  if received by Pledgor,  be received in trust
for Pledgee,  be segregated from the other property or funds of Pledgor,  and be
delivered  immediately  to Pledgee as Pledged  Collateral in the same form as so
received (with any necessary endorsements); and

               (ii) Pledgee shall  promptly  execute and deliver (or cause to be



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<PAGE>

          executed  and  delivered)  to  Pledgor  all  such  proxies  and  other
          instruments  as Pledgor  may  reasonably  request  for the  purpose of
          enabling  Pledgor to receive the dividends or interest  payments which
          it is authorized to receive and retain pursuant to clause (i) above.

          (b) After the  occurrence  and during the  continuance  of an Event of
     Default:

               (i) All rights of Pledgor to receive the dividend  payments which
          it would  otherwise be  authorized  to receive and retain  pursuant to
          Section  8(a)(i)  hereof  shall  cease,  and  all  such  rights  shall
          thereupon  become vested in Pledgee,  which shall  thereupon  have the
          sole right to receive and hold as Pledged  Collateral  such  dividends
          and interest payments;

               (ii) All  dividends and interest  payments  which are received by
          Pledgor  contrary to the provisions of clause (i) of this Section 8(b)
          shall be received in trust for Pledgee, shall be segregated from other
          funds of such Pledgor and shall be paid over immediately to Pledgee as
          Pledged Collateral in the same form as so received (with any necessary
          endorsements); and

               (iii) Pledgor  shall,  upon the request of Pledgee,  at Pledgor's
          expense,  do or cause to be done all such other acts and things as may
          reasonably be necessary to make such sale of the Pledged Collateral or
          any part thereof valid and binding and in compliance  with  applicable
          law.

     9.  Transfers and Other Liens.  Pledgor agrees that it will not (a) sell or
otherwise  dispose of, or grant any option or other  Rights with respect to, any
of the Pledged Collateral without the prior written consent of Pledgee, and that
upon any sale or  disposition  of Pledged  Collateral  as  permitted  under this
Section 9, it shall reimburse  Pledgee for all reasonable  expenses  incurred by
Pledgee  in  connection  with the  release of any lien in  connection  with such
permitted  sale or disposition or (b) create or permit to exist any lien upon or
with respect to any of the Pledged  Collateral  or the assets of Issuer,  except
for the lien created by this Agreement.  Pledgor agrees that it will not vote to
enable, and will not otherwise permit,  Issuer to (x) issue any shares of common
stock or other equity or  securities of any nature in addition to or in exchange
or substitution  for the Pledged  Interests issued by Company unless such shares
of common stock or other equity  securities are pledged and delivered to Pledgee
as provided  herein,  or (y) unless  specifically  permitted by the terms of the
Purchase  Agreement,  dissolve,  liquidate,  retire  any of its shares of common
stock or other equity  interests  or reduce its capital or merge or  consolidate
with any other Person.

     10. Remedies.

          (a) Pledgee  shall have,  in addition to any other  rights given under
     this Agreement, the Purchase Agreement or any other Transaction Document or



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<PAGE>

     by  applicable  law,  all of the rights and  remedies  with  respect to the
     Pledged  Collateral  of a Pledgee under the Uniform  Commercial  Code as in
     effect from time to time in the State of Delaware.  In addition,  after the
     occurrence and during the continuance of an Event of Default, Pledgee shall
     have such powers of sale and other powers as may be conferred by applicable
     law. With respect to the Pledged Collateral or any part thereof which shall
     then be in or shall  thereafter  come into the  possession  or  custody  of
     Pledgee,  or which  Pledgee  shall  otherwise  have the ability to transfer
     under applicable law,  Pledgee may, in its sole discretion,  without notice
     except as specified below,  after the occurrence and during the continuance
     of an Event of Default,  sell or cause the same to be sold at any exchange,
     broker's  board or at public or private sale, in one or more sales or lots,
     at such price as Pledgee may deem best, for cash or on credit or for future
     delivery,  without  assumption of any credit risk, and the purchaser of any
     or all of the Pledged  Collateral  so sold shall  thereafter  own the same,
     absolutely free and clear from any subordinate claim,  encumbrance or right
     of any kind  whatsoever.  Pledgee may, in its own name, or in the name of a
     designee or nominee,  buy the Pledged Collateral at any public sale and, if
     permitted  by  applicable  law, buy the Pledged  Collateral  at any private
     sale.  Pledgor  will  pay  to  Pledgee  all  expenses  (including,  without
     limitation, court costs and reasonable attorneys' fees and expenses) of, or
     incident to, the  enforcement of any of the  provisions  hereof by Pledgee.
     Pledgee agrees to apply any proceeds of the sale of the Pledged  Collateral
     to the Obligations in accordance with the terms of the Purchase  Agreement,
     and, to the extent any surplus  remains after the repayment in full in cash
     of the  Obligations,  Pledgee  agrees to  distribute  any such  proceeds as
     required by law.

          (b) Unless any of the Pledged Collateral threatens to decline speedily
     in value or is or becomes of a type sold on a  recognized  market,  Pledgee
     will give  Pledgor  reasonable  notice of the time and place of any  public
     sale thereof, or of the time after which any private sale or other intended
     disposition is to be made. Any sale of the Pledged Collateral  conducted in
     conformity  with  reasonable  commercial  practices  of  banks,  commercial
     finance  companies,  insurance  companies or other  financial  institutions
     disposing of property similar to the Pledged  Collateral shall be deemed to
     be commercially  reasonable.  Notwithstanding any provision to the contrary
     contained herein, Pledgor agrees that any requirements of reasonable notice
     shall be met if such  notice is  received by Pledgor as provided in Section
     21 below at least ten (10) days before the time of the sale or disposition;
     provided,  that  Pledgee may give any shorter  notice that is  commercially
     reasonable under the circumstances. Any other requirement of notice, demand
     or advertisement for sale is waived by Pledgor,  to the extent permitted by
     law.

          (c) In view of the fact that  federal  and state  securities  laws may
     impose  certain  restrictions  on the method by which a sale of the Pledged
     Collateral may be effected  after an Event of Default,  Pledgor agrees that
     after the  occurrence  and during the  continuance  of an Event of Default,
     Pledgee  may,  from  time to time,  attempt  to sell all or any part of the
     Pledged Collateral by means of a private placement  restricting the bidders



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<PAGE>

     and  prospective  purchasers to those who are qualified and will  represent
     and  agree  that  they  are  purchasing  for  investment  only  and not for
     distribution.  In so doing,  Pledgee may solicit  offers to buy the Pledged
     Collateral,  or any  part of it,  from  one or  more  investors  deemed  by
     Pledgee, in its reasonable judgment, to be financially  responsible parties
     who  might  be  interested  in  purchasing  the  Pledged  Collateral.   The
     acceptance  by Pledgee of the  highest  and best offer  obtained  therefrom
     shall be deemed to be a commercially reasonable method of disposing of such
     Pledged Collateral.

          (d) Pledgor  agrees to waive any and all rights of  subrogation it may
     have  against  Issuer  upon  the sale or  other  disposition  of all or any
     portion of the Pledged Interests of Issuer by Pledgee pursuant to the terms
     of this Agreement.

     11. Security Interest Absolute. The respective rights of Pledgee, the liens
created  hereunder and all obligations and liabilities of Pledgor,  in each case
hereunder, shall be absolute and unconditional irrespective of:

          (a) any lack of validity or enforceability  of the Purchase  Agreement
     or any other Transaction Document;

          (b) any change in the time,  manner or place of payment  of, or in any
     other term of, all or any part of the  Obligations,  or any other amendment
     or waiver of or any consent to any departure from the Purchase Agreement or
     any other Transaction Document;

          (c) any exchange,  release or  non-perfection of any other collateral,
     or any release or amendment  or waiver of or consent to departure  from any
     guaranty, for all or any part of the Obligations; or

          (d) any other circumstance which might otherwise  constitute a defense
     available to, or a discharge of,  Pledgor in respect of the  Obligations or
     of this Agreement.

     12. Pledgee Appointed Attorney-in-Fact.  Pledgor hereby appoints Pledgee as
its attorney-in-fact,  with full authority, in the name of Pledgor or otherwise,
after the  occurrence and during the  continuance  of an Event of Default,  from
time to time in Pledgee's sole discretion, to take any action and to execute any
instrument  which Pledgee may deem  necessary to accomplish the purposes of this
Agreement,  including,  without limitation,  to receive, endorse and collect all
instruments made payable to Pledgor representing any dividend,  interest payment
or other  distribution in respect of the Pledged  Collateral or any part thereof
and to give full  discharge  for the same and to arrange for the transfer of all
or any part of the  Pledged  Collateral  on the books of  Company to the name of
Pledgee or Pledgee's  nominee.  The power of attorney  granted  pursuant to this
Section 12 is a power  coupled with an interest and shall be  irrevocable  until
the payment in full, in cash, of all  Obligations and fulfillment or termination
of all covenants under the Purchase Agreement.



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<PAGE>

     13.  Waivers.  To the extent  permitted by applicable  law,  Pledgor waives
presentment and demand for payment of any of the Obligations, protest and notice
of  dishonor  or  the  occurrence  of any  default  with  respect  to any of the
Obligations, and all other notices to which Pledgor might otherwise be entitled,
except as otherwise  expressly  provided herein, in the Purchase Agreement or in
any other Transaction Document.

     14. Term.  This  Agreement  shall remain in full force and effect until all
the Obligations  have been  indefeasibly  paid and satisfied in full in cash and
all covenants under the Purchase Agreement are fulfilled or terminated. Upon the
termination  of this  Agreement as provided above (other than as a result of the
sale of the  Pledged  Collateral),  Pledgee  will  promptly  upon the request of
Pledgor,  release the security  interest  created  hereunder and, if it then has
possession of the Pledged Interests,  will deliver the Pledged Interests and the
Powers to the Pledgor free and clear of all liens granted in favor of Pledgee.

     15.  Definitions.  The singular shall include the plural and vice versa and
any gender shall include any other gender as the context may require.

     16. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of Pledgor,  Pledgee and their respective successors and assigns.
Pledgor's successors and assigns shall include,  without limitation, a receiver,
trustee or debtor-in-possession of or for Pledgor.

     17.  GOVERNING LAW. ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY HEREBY  IRREVOCABLY
SUBMITS  TO THE  NON-EXCLUSIVE  JURISDICTION  OF THE  STATE AND  FEDERAL  COURTS
SITTING IN THE CITY OF NEW YORK,  BOROUGH OF MANHATTAN,  FOR THE ADJUDICATION OF
ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  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 IMPROPER.  NOTHING IN THIS PLEDGE  AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE THE PLEDGEE FROM  BRINGING SUIT OR TAKING OTHER LEGAL ACTION
IN ANY OTHER  JURISDICTION  TO REALIZE ON THE  PLEDGED  COLLATERAL  OR ANY OTHER
SECURITY FOR THE  OBLIGATIONS,  OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF THE PLEDGEE.  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  VIA  REGISTERED  OR  CERTIFIED  MAIL OR



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<PAGE>

OVERNIGHT  DELIVERY  (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR  NOTICES  TO IT UNDER  THIS  PLEDGE  AGREEMENT  AND AGREES  THAT SUCH
SERVICE  SHALL  CONSTITUTE  GOOD AND  SUFFICIENT  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.

     18.  Waiver Of Jury Trial.  BECAUSE  DISPUTES  ARISING IN  CONNECTION  WITH
COMPLEX FINANCIAL  TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE  STATE AND FEDERAL
LAWS TO APPLY,  THE PARTIES DESIRE THAT DISPUTES  ARISING  HEREUNDER OR RELATING
HERETO BE RESOLVED BY A JUDGE  APPLYING  SUCH  APPLICABLE  LAWS.  THEREFORE,  TO
ACHIEVE  THE BEST  COMBINATION  OF THE  BENEFITS OF THE  JUDICIAL  SYSTEM AND OF
ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE,  AMONG THE PLEDGEE,  THE PLEDGOR AND ISSUER  ARISING OUT OF,
CONNECTED  WITH,  RELATED TO, OR INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED IN
CONNECTION WITH, THIS PLEDGE AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     19. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but,  if any  provision  of this  Agreement  shall be held to be  prohibited  or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     20. Further Assurances.  Pledgor agrees that it will cooperate with Pledgee
and will execute and deliver,  or cause to be executed and  delivered,  all such
other assignments separate from certificate, proxies, instruments and documents,
and  will  take all such  other  actions,  including,  without  limitation,  the
execution and filing of financing statements,  as Pledgee may reasonably request
from  time to time in order to carry out the  provisions  and  purposes  of this
Agreement.

     21.  Duty of Care.  Pledgee  shall not be liable  for any acts,  omissions,
errors of judgment or mistakes of fact or law,  including,  without  limitation,
acts,  omissions,  errors or mistakes  with  respect to the Pledged  Collateral,
except for those  arising  out of or in  connection  with such  Person's or that
Person's  employees'  or officers'  gross  negligence  or willful  misconduct as
determined  by  a  court  of  competent   jurisdiction   pursuant  to  a  final,
non-appealable order. Without limiting the generality of the foregoing,  Pledgee
shall not be under any obligation to take any steps necessary to preserve rights
in the Pledged Collateral against any other Persons but may do so at its option.



                                       10
<PAGE>

All expenses  incurred in connection  therewith shall be for the sole account of
Pledgor, and shall constitute part of the Obligations secured hereby.

     22. Notices.  Except as otherwise provided herein,  whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communications shall or may be given to or served upon any of the parties by any
other party,  or whenever  any of the parties  desires to give or serve upon any
other  communication with respect to this Agreement,  each such notice,  demand,
request,  consent,  approval,  declaration  or other  communication  shall be in
writing  and shall be given (and  deemed to have been  given) to the  address on
record with the sending party and  otherwise in  accordance  with and subject to
the terms of Section 7.4 of the Purchase Agreement.

     23.  Amendments,  Waivers and Consents.  No amendment to,  modification  or
waiver of, or consent with respect to, any provision of this Agreement  shall in
any event be  effective  unless  the same  shall be in  writing  and  signed and
delivered by Pledgee and  Pledgor,  and then any such  amendment,  modification,
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given.

     24. Section  Headings.  The section headings in this Agreement are inserted
for  convenience  of  reference  and  shall  not be  considered  a part  of this
Agreement or used in its interpretation.

     25. Execution in Counterparts. This Agreement may be executed in any number
of  counterparts,  each of which  shall be an  original,  but all of which shall
together  constitute one and the same agreement.  Any such counterpart which may
be delivered  by facsimile  transmission  shall be deemed the  equivalent  of an
originally  signed  counterpart and shall be fully admissible in any enforcement
proceedings regarding this Agreement.

     26. Merger.  This Agreement  represents the final agreement of Pledgor with
respect to the matters  contained herein and may not be contradicted by evidence
of prior or contemporaneous  agreements, or subsequent oral agreements,  between
Pledgor and Pledgee.

     27.  Inconsistency.  In  the  event  of any of  inconsistency  between  the
provisions of this Agreement and the provisions of the Purchase Agreement or any
other Transaction Document, the provisions of this Agreement shall control.

      [Remainder of Page In6tentionally Left Blank; Signature Page Follows]









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<PAGE>




         IN WITNESS WHEREOF, Pledgor and Pledgee have each caused this Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.



PLEDGOR:
--------


TOTAL LUXURY GROUP, INC.


By:     __________________________

Name:   __________________________

Its:    __________________________



PLEDGEE:
--------

ACCELERANT PARTNERS LLC


By:     __________________________

Name:   __________________________

Title:  __________________________









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<PAGE>




                                 ACKNOWLEDGMENT

     The  undersigned  hereby (i)  acknowledges  receipt of a copy of the Pledge
Agreement dated as of March 7, 2008 (the "Pledge  Agreement") by and among Total
Luxury Group, Inc., a Indiana  corporation  ("Pledgor") and Accelerant  Partners
LLC, a Delaware  limited  liability  company  (the  "Pledgee")  and (ii)  agrees
promptly to note on its books and records the transfer of the security  interest
in the Pledged  Interests  (as defined in the Pledge  Agreement),  including the
following  legend  (or such other  legend as may be  required  and/or  effective
pursuant  to  the  corporate  code,  limited  liability  company  act  or  other
applicable law of the jurisdiction of organization of the undersigned):

        Total  Luxury  Group,  Inc.,  a  Indiana   corporation  (the
        "Pledgor"),   has  under  certain  circumstances   empowered
        Accelerant Partners LLC (the "Pledgee"),  under that certain
        Pledge  Agreement  dated as of March  7,  2008 (as  amended,
        restated,  supplemented or otherwise  modified and in effect
        from time to time, the "Pledge  Agreement")  between Pledgor
        and  Pledgee,  to vote all of the shares of common  stock of
        this  entity  held of record  from  time to time by  Pledgor
        pursuant to the Pledge Agreement.

Dated as of: March 7, 2008

PETALS DECORATIVE ACCENTS INC.



By:       ______________________________


Name:     ______________________________


Its:      ______________________________











                                       13
<PAGE>



                                    EXHIBIT A

                                PLEDGED INTERESTS
                                -----------------



                                                                   Number and
                                    Class of      Certificate      Percentage
Issuer                               Shares          Number        of Shares

Petals Decorative Accents Inc.       Common                           98%



































                                       14
<PAGE>


                                    EXHIBIT B


                  FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
                  --------------------------------------------

FOR VALUE RECEIVED, the undersigned, Total Luxury Group, Inc., does hereby sell,
assign and transfer to  __________________________________,  ______________ (__)
shares of ____________ common stock of Petals Decorative Accents Inc., a company
organized under the laws of the State of Indiana, represented by Certificate No.
__ (the "Shares"),  standing in the name of the undersigned on the books of said
company and does hereby irrevocably  constitute and appoint Accelerant  Partners
LLC, as the undersigned's  true and lawful attorney,  for it and in its name and
stead,  to sell,  assign and  transfer  all or any of the  Shares,  and for that
purpose to make and  execute  all  necessary  acts of  assignment  and  transfer
thereof;  and to  substitute  one or more persons  with like full power,  hereby
ratifying and  confirming  all that said  attorney or substitute or  substitutes
shall lawfully do by virtue hereof.





Dated:  ______________



[_____________________, a ___________ ________________]


By:   ______________________________________________


Name: ______________________________________________


Its:  ______________________________________________






















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