f8ka1063007ex10iii_somerset.htm


    STOCK
      PLEDGE AND ESCROW AGREEMENT

     

    This
      Stock Pledge and Escrow Agreement (this "Agreement") is executed on July 5,
      2007, is made by and between Secure System, Inc., a New Jersey corporation
      ("Pledgor"), Keith Kesheneff and Kathryn Kesheneff (collectively referred to
      as
      "the Secured Party") and Brown, Moskowitz & Kallen, P.C., solely in its
      capacity as the escrow agent (the "Escrow Agent").

     

    RECITALS:

     

    Whereas,
      Pledgor and the Secured Party entered into a certain Stock Purchase Agreement
      executed on July 5, 2007 and effective as of June 30, 2007 (the "Stock Purchase
      Agreement"), pursuant to which, upon the terms and conditions therein set forth,
      Pledgor has agreed to purchase 100% of the issued and outstanding common stock
      of Meadowlands Fire, Security & Electrical Supply Co., Inc., a New Jersey
      corporation ("MFS"), and Vanwell Electronics, Inc., a New Jersey corporation
      ("Vanwell") (collectively "the Meadowlands shares"); and

     

    Whereas,
      under the terms of the Stock Purchase Agreement, Somerset International Group,
      Inc., which is the beneficial and record owner of all of the issued and
      outstanding capital stock of Pledgor ("Somerset"), has agreed to issue certain
      promissory notes to the Secured Party; and

     

    Whereas,
      Pledgor is simultaneously herewith executing a corporate guaranty dated the
      date
      hereof (the "Corporate Guaranty") whereby Pledgor has unconditionally guaranteed
      payment of the promissory notes issued, and to be issued, by Somerset to the
      Secured Party; and

     

    Whereas,
      Pledgor is required to provide security in respect of Pledgor's guarantee of
      the
      promissory notes issued, and to be issued, by Somerset to the Secured Party
      and
      the Secured Party requires that this Agreement be entered into by Pledgor as
      a
      condition of the purchase and sale of the Meadowlands shares.

     

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

     

    ARTICLE
      I

    Security
      Interest and Pledge

     

    1.01    Security
      Interest and Pledge.

     

    
      	
              (a)  

            	
              Vanwell
                has authorized capital stock consisting solely of 2,500 shares of
                common
                stock, no par value (the "Common Stock"), of which 190 shares of
                Common
                Stock are issued and outstanding, and all of which are duly authorized,
                validly issued, fully paid, non-assessable and free of preemptive
                rights.
                Pledgor hereby pledges and grants to Secured Party a first priority
                security interest in ninety five (95) shares of Common Stock (the
                "Pledged
                Shares") representing 50% of the issued and outstanding shares of
                the
                capital stock Vanwell. The Pledged Shares are represented by Certificate
                No. 18 registered in the name of Pledgor (the
                "Certificate").

            


    

     

    
      	
              (b)  

            	
              Simultaneously
                with the execution and delivery of this Agreement, Pledgor delivered
                to
                the Escrow Agent the Certificate together with an executed stock
                power
                duly endorsed in blank for the Pledged Shares. The Escrow Agent hereby
                acknowledges physical
                receipt and possession of the Certificate and the stock power duly
                endorsed in blank (the "Escrow
                Items").

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    1.02          Obligations.
      The Collateral shall secure the following obligations, indebtedness and
      liabilities (all such obligations, indebtedness and liabilities being
      hereinafter sometimes called the "Obligations"):

     

    
      	
              (a)  

            	
              the
                payment of the indebtedness evidenced by the Convertible
                Note;

            


    

     

    
      
        	
                (b)  

              	
                the
                  payment of the indebtedness evidenced by the Net Current Asset
                  Note;

              


      

       

      
        
          	
                  (c)  

                	
                  the
                    payment of the indebtedness evidenced by the EBIDTA Adjustment
                    Note;

                


        

         

        
          
            	
                    (d)  

                  	
                    the
                      performance of all obligations evidenced by the Corporate
                      Guaranty;

                  


          

           

        

      

    

    
      	
              (e)  

            	
              the
                performance of all obligations evidenced by a certain Covenants Agreement
                date of even date herewith by and among inter alia Pledgor and
                the Secured Party;

            


    

     

    
      	
              (f)  

            	
              all
                extensions, renewals, rearrangements and modifications of any of
                the
                foregoing.

            


    

     

    1.03.  Collateral.
      As used herein, the term "Collateral" means the Escrow Items plus all
      certificates issued by Vanwell representing stock dividends, stock splits and
      any other additional issuance of stock respecting the Common Stock.

     

    ARTICLE
      II

    Representations
      and Warranties

     

    Pledgor
      represents and warrants to Secured Party that:

     

    2.01.
      Title. Pledgor owns or, with respect to Collateral acquired after the
      date hereof, Pledgor will own, legally and beneficially, the Collateral free
      and
      clear of any lien, security interest, pledge, claim, or other encumbrance or
      any
      right or option on the part of any third person to purchase or otherwise acquire
      the Collateral or any part thereof. Pledgor has the unrestricted right to pledge
      the Collateral as contemplated hereby. All of the Collateral consisting of
      shares of capital stock has been duly and validly issued and is fully paid
      and
      nonassessable.

     

    2.02.
      Organization and Authority. Neither the execution, delivery or
      performance by Pledgor of this Agreement nor compliance by Pledgor with the
      terms and provisions hereof, nor the consummation of the transactions
      contemplated herein, will (i) contravene in any material respect any applicable
      provision of any law, statute, rule or regulation, or any order, writ,
      injunction or decree of any court or governmental instrumentality, (ii) conflict
      with or result in any breach of any term, covenant, condition or other provision
      of, or constitute a default under any contractual obligation to which Pledgor
      is
      a party or by which it or any of its properties or assets are bound or to which
      it may be subject.

     

    2.03.
      Percentage of Stock. Upon the date hereof, the Collateral constitutes not
      less than fifty (50.0%) percent of the issued and outstanding shares of Common
      Stock. Upon satisfaction of the Convertible Note and EBITDA Adjustment Note,
      the
      Collateral shall constitute not less than twenty-five (25.0%) of the issued
      and
      outstanding shares of Common Stock.

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    2.04.
      First Priority Perfected Security Interest. This Agreement creates in
      favor of Secured Party a first priority security interest in the Collateral
      currently in existence, which will be perfected upon delivery to the Escrow
      Agent of the Escrow Items.

     

    ARTICLE
      III

    Covenants

     

    Pledgor
      covenants and agrees with Secured Party that, during the term of this
      Agreement:

     

    3.01.
      Encumbrances. Pledgor shall not create, permit, or suffer to exist, and
      shall defend the Collateral against, any Lien on the Collateral except the
      pledge and security interest of Secured Party hereunder, and shall defend
      Pledgor's rights in the Collateral and Secured Party's security interest in
      the
      Collateral against the claims of all persons and entities (other than any person
      or entity claiming by, through or under Secured Party or any obligee of the
      Obligations).

     

    3.02.
      Sale of Collateral. Pledgor shall not reissue, sell, assign, or otherwise
      dispose of the Collateral or any part thereof.

     

    3.03.
      Distributions. If Pledgor shall become entitled to receive or shall
      receive any stock certificate (including, without limitation, any certificate
      representing a stock dividend or a distribution in connection with any
      reclassification, increase, or reduction of capital or issued in connection
      with
      any reorganization), option or rights constituting Collateral, whether as an
      addition to, in substitution of, or in exchange for any Collateral or otherwise,
      Pledgor agrees to accept the same as Secured Party's agent and to hold the
      same
      in trust for Secured Party and to deliver the same (to the extent in form
      capable of delivery) promptly to Secured Party in the exact form received,
      with
      the appropriate endorsement of Pledgor when necessary and/or appropriate undated
      stock powers duly executed in blank, to be held by Secured Party, as additional
      Collateral for the Obligations, subject to the terms hereof. Any sums paid
      upon
      or in respect of the Collateral upon the liquidation or dissolution of Vanwell
      shall be paid over to Secured Party to be held by it as additional Collateral
      for the Obligations subject to the terms hereof; and in case any distribution
      of
      capital shall be made on or in respect of the Collateral while a Default or
      an
      Event of Default shall be continuing or any property shall be distributed while
      a Default or an Event of Default shall be continuing upon or with respect to
      the
      Collateral pursuant to any recapitalization or reclassification of the capital
      of Vanwell or pursuant to any reorganization of Vanwell, the property so
      distributed shall be delivered to the Secured Party to be held by it, as
      additional Collateral for the Obligations, subject to the terms hereof. All
      sums
      of money and property so paid or distributed in respect of the Collateral that
      are received by Pledgor shall, until paid or delivered to Secured Party, be
      held
      by Pledgor in trust as additional security for the Obligations.

     

    3.04.
      Further Assurances. Pledgor has delivered the Escrow Items to the Escrow
      Agent, subject to the terms hereof. At any time and from time to time, upon
      the
      request of Secured Party, and at the sole expense of Pledgor, Pledgor shall
      promptly execute and deliver all such further instruments and documents and
      take
      such further action as Secured Party may deem reasonably necessary or desirable
      to preserve and perfect its security interest in the Collateral and carry out
      the provisions and purposes of this Agreement, including, without limitation,
      the execution and filing of such financing statements as Secured Party may
      require. A carbon, photographic, or other reproduction of this Agreement or
      of
      any financing statement covering the Collateral or any part thereof shall be
      sufficient as a financing statement and may be filed as a financing statement
      to
      the extent provided by applicable law.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    3.05.
      Inspection Rights. Upon reasonable notice from Secured Party, Pledgor
      shall permit Secured Party and its representatives to examine, inspect, and
      copy
      Pledgor's books and records concerning ownership of the Collateral at any
      reasonable time during normal business hours and as often as Secured Party
      may
      desire.

     

    3.06.
      Notification. Pledgor shall promptly after either Person has knowledge
      hereof, notify Secured Party of (i) any lien, security interest, encumbrance,
      or
      claim made or threatened against the Collateral, and (ii) the occurrence or
      existence of any Default or Event of Default.

     

    3.07.
      Books and Records. Pledgor shall mark its books and records and shall
      cause Vanwell to annotate its share transfer register to reflect the pledge
      and
      security interest made in favor of Secured Party under this
      Agreement.

     

    3.08.
      Additional Securities. Pledgor shall not consent to or approve the
      issuance of any additional shares of any class of capital stock of Vanwell
      or
      any securities convertible into, or exchangeable for, any such shares or any
      warrants, options, rights, or other commitments entitling any person or entity
      to purchase or otherwise acquire any such shares.

     

    ARTICLE
      IV

    Rights
      of Secured Party and Pledgor

     

    4.01.
      Power of Attorney. Pledgor hereby irrevocably constitutes and appoints
      Secured Party and/or its agent, with full power of substitution, as Pledgor's
      true and lawful attorney-in-fact with full irrevocable power and authority
      in
      the place and stead and in the name of Pledgor or in its own name, from time
      to
      time in Secured Party's discretion during the continuance of an Event of Default
      and prior to the Collateral Termination Date, to take any and all action and
      to
      execute any and all documents and instruments which may be necessary or
      desirable to accomplish the purposes of this Agreement and, without limiting
      the
      generality of the foregoing, hereby gives Secured Party the power and right
      on
      behalf of Pledgor and in its own name to do any of the following after the
      occurrence and during the continuance of an Event of Default and to the extent
      permitted by applicable laws, without notice to or the consent of
      Pledgor:

     

    
      	
              (a)  

            	
              to
                demand, sue for, collect, or receive in the name of Pledgor or in
                its own
                name, any money or property at any time payable or receivable on
                account
                of or in exchange for any of the Collateral and, in connection therewith,
                endorse checks, notes, drafts, acceptances, money orders, or any
                other
                instruments for the payment of money under the
                Collateral;

            


    

     

    
      	
              (b)  

            	
              to
                pay or discharge taxes, liens, security interests, or other encumbrances
                levied or placed on or threatened against the Collateral demand,
                sue for,
                collect, or receive in the name of Pledgor or in its own
                name;

            


    

     

    
       

      
        	
                (c)  

              	
                
                  to
                    direct account debtors and any other parties liable for any payment
                    under
                    any of the Collateral to make payment of any and all monies due
                    and to
                    become due thereunder directly to Secured Party or as Secured
                    Party shall
                    direct; (ii) to receive payment of and receipt for any and all
                    monies,
                    claims, and other amounts due and to become due at any time in
                    respect of
                    or arising out of any Collateral; (iii) to sign and endorse any
                    drafts,
                    assignments, proxies, stock powers, verifications, notices, and
                    other
                    documents relating to the Collateral; (iv) to commence and prosecute
                    any
                    suit, actions or proceedings at law or in equity in any court
                    of competent
                    jurisdiction to collect the Collateral or any part thereof and
                    to enforce
                    any other right in respect of any
                    Collateral;

                

              


      

       

    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

     

     (v)
      to defend any suit, action, or proceeding brought against Pledgor with respect
      to any Collateral; (vi) to settle, compromise, or adjust any suit, action,
      or
      proceeding described in clause (v) above and, in connection therewith, to give
      such discharges or releases as Secured Party may deem appropriate; (vii) to
      exchange any of the Collateral for other property upon any merger,
      consolidation, reorganization, recapitalization, or other readjustment of the
      issuer thereof and, in connection therewith, deposit any of the Collateral
      with
      any committee, depositary, transfer agent, registrar, or other designated agency
      upon such terms as Secured Party may determine; (viii) to add or release any
      guarantor, endorser, surety, or other party to any of the Collateral or the
      Obligations; and (ix) to sell, transfer, pledge, make any agreement with respect
      to or otherwise deal with any of the Collateral as fully and completely as
      though Secured Party were the absolute owner thereof for all purposes, and
      to
      do, at Secured Party's option and Pledgor's expense, at any time, or from time
      to time, all acts and things which Secured Party deems necessary to protect,
      preserve, or realize upon the Collateral and Secured Party's security
      interest.

     

    This
      power of attorney is a power coupled with an interest and shall be irrevocable.
      The Secured Party shall be under no duty to exercise or withhold the exercise
      of
      any of the rights, powers, privileges, and options expressly or implicitly
      granted to Secured Party in this Agreement, and shall not be liable for any
      failure to do so or any delay in doing so. Secured Party shall not be liable
      for
      any act or omission or for any error of judgment or any mistake of fact or
      law
      in its individual capacity or in its capacity as attorney-in-fact except acts
      or
      omissions constituting or resulting from its willful misconduct or gross
      negligence. This power of attorney is conferred on Secured Party solely to
      protect, preserve, and realize upon its security interest in the
      Collateral.

     

    4.02.
      Voting Rights. Unless and until written notice shall be given to Pledgor
      in accordance with Section 5.02(d) that Secured Party has exercised its rights
      under Section 5.02(d) to vote the Collateral (provided, however, if Secured
      Party is prevented from providing such notice as a result of Section 362 of
      the
      United States Bankruptcy Code or similar law Pledgor shall be entitled to
      exercise such rights so long as no Event of Default shall have occurred and
      be
      continuing), Pledgor shall be entitled to exercise any and all voting and other
      rights relating or pertaining to the Collateral or any part thereof (and the
      Secured Party shall execute and deliver (or cause to be executed and delivered)
      to Pledgor all such proxies and other instruments as Pledgor may reasonably
      request for the purpose of enabling Pledgor to exercise the voting and other
      rights which it is entitled to exercise pursuant to this sentence).

     

    4.03.
      Dividends. Unless and until written notice shall be given to Pledgor in
      accordance with Section 5.02 that an Event of Default has occurred, Pledgor
      shall be entitled to receive and collect for its own use all cash dividends
      issued in respect of the Collateral.

     

    4.04.
      Performance of Pledgor's Obligations. If an Event of Default has occurred
      and is continuing, or if Pledgor fails to perform or comply with any of its
      agreements contained herein and Secured Party itself shall cause performance
      of
      or compliance with such agreement, the reasonable expenses of Secured Party
      including, without limitation, legal fees and related expenses, shall be payable
      by Pledgor to Secured Party on demand and shall constitute Obligations secured
      by this Agreement.

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

    Default

     

    5.01.    Events
      of Default. Each of the following shall be deemed an "Event of
      Default":

     

    
      	
              (a)  

            	
              The
                failure of the Collateral pledged to Secured Party hereunder to constitute
                at least fifty (5 0%) percent of the issued and outstanding stock
                of
                Vanwell while any Indebtedness other than the Net Current Asset Note
                remains unpaid;

            


    

     

    
      	
              (b)  

            	
              The
                failure of the Collateral pledged to Secured Party hereunder to constitute
                at least twenty-five (25%) percent of the issued and outstanding
                stock of
                Vanwell while only the Net Current Asset Note remains
                unpaid;

            


    

     

    
      	
              (c)  

            	
              A
                default under the Corporate Guaranty shall have
                occurred;

            


    

     

    
      	
              (d)  

            	
              Failure
                by Pledgor to perform any agreement contained herein and continuance
                of
                such non-compliance or failure for thirty (30) days after notice
                thereof
                to Pledgor from Secured Party;

            


    

     

    
      	
              (e)  

            	
              Any
                representation, statement or warranty of Pledgor contained herein
                shall be
                untrue in any material respect as of the date
                made.

            


    

     

    
      	
              (f)  

            	
              Failure
                by Pledgor and/or Somerset to honor fully and completely any of their
                respective Obligations on a timely
                basis.

            


    

     

    5.02.
      Rights and Remedies. Prior to the Collateral Termination Date (as
      hereinafter defined), upon the occurrence of an Event of Default Secured Party
      shall have the following rights and remedies to the extent not prohibited by
      applicable laws:

     

    
      	
              (a)  

            	
              In
                addition to all other rights and remedies granted to Secured Party
                in this
                Agreement and in any other instrument or agreement securing, evidencing,
                or relating to the Obligations, Secured Party shall have all of the
                rights
                and remedies of a secured party under the Uniform Commercial Code
                as
                adopted by the State of New Jersey. Without limiting the generality
                of the
                foregoing, Secured Party may (1) without demand or notice to Pledgor,
                collect, receive, or take possession of the Collateral or any part
                thereof, (2) sell or otherwise dispose of the Collateral, or any
                part
                thereof, in one or more parcels at public or private sale or sales,
                at
                Secured Party's offices or elsewhere, for cash, on credit, or for
                future
                delivery without assumption of any credit risk, and/or (3) bid and
                become
                a purchaser at any such sale free of any right or equity of redemption
                in
                Pledgor, which right or equity is hereby expressly waived and released
                by
                Pledgor. Upon the request of Secured Party, Pledgor shall assemble
                the
                Collateral and make it available to Secured Party at any place designated
                by Secured Party that is reasonably convenient to Pledgor and Secured
                Party.

            


    

     

    
      	
              (b)  

            	
              Pledgor
                agrees that Secured Party shall not be obligated to give more than
                ten
                (10) days' prior written notice of the time and place of any public
                sale
                or of the time after which any private sale may take place and that
                such
                notice shall constitute reasonable notice of such matters. Pledgor
                shall
                be liable for all reasonable expenses of retaking, holding, preparing
                for
                sale, or the like, and all reasonable attorneys' fees and other reasonable
                expenses incurred by Secured Party in connection with the collection
                of
                the Obligations and the enforcement of Secured Party's rights under
                this
                Agreement, in each case during the continuance of an Event of Default,
                all
                of which expenses and fees shall constitute additional Obligations
                secured
                by this Agreement.

            


    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

     

    Secured
      Party may apply the Collateral against the Obligations then due and payable
      in
      such order and manner as provided in this Agreement. Pledgor shall remain liable
      for any deficiency if the proceeds of any sale or disposition of the Collateral
      are insufficient to pay the Obligations. Pledgor waives all rights of
      marshalling in respect of the Collateral.

     

    
      	
              (c)  

            	
              Secured
                Party may cause any or all of the Collateral held by it to be transferred
                into the name of Secured Party or the name or names of Secured Party's
                nominee or nominees (in each case as pledgee
                hereunder).

            


    

     

    
      	
              (d)  

            	
              Secured
                Party shall have the right, but shall not be obligated to, exercise
                or
                cause to be exercised all voting rights and corporate powers in respect
                of
                the Collateral, and Pledgor shall deliver to Secured Party, if requested
                by Secured Party, irrevocable proxies with respect to the Collateral
                in
                form satisfactory to Secured Party.

            


    

     

    
      	
              (e)  

            	
              Because
                of applicable securities laws, including without limitation, the
                Securities Act of 1933, as amended, the securities laws of New Jersey,
                and
                other applicable state securities laws, there may be legal restrictions
                or
                limitations affecting attempts of Secured Party to dispose of the
                Collateral in the enforcement of its rights and remedies hereunder.
                Secured Party is hereby authorized by Pledgor, but not obligated,
                upon the
                occurrence and during the continuance of an Event of Default, to
                the
                extent permitted by applicable law, to sell all or any part of the
                Collateral at private sale, subject to investment letters or in any
                other
                manner which will not require the Collateral or any part thereof,
                to be
                registered in accordance with the Securities Act of 1933, as amended,
                or
                the rules and regulations promulgated thereunder, or any other applicable
                securities law or regulation. Pledgor specifically agrees that under
                these
                circumstances, such a sale is a commercially reasonable method of
                disposition of the Collateral.

            


    

     

    
      	
              (f)  

            	
              Secured
                Party is also hereby authorized by Pledgor, but not obligated, to
                take
                such actions, give such notices, obtain such rulings and consents,
                and do
                such other things as Secured Party may deem appropriate in the event
                of
                such a sale or disposition of any of the Collateral. Pledgor acknowledges
                that Secured Party may, in its reasonable discretion, approach a
                restricted number of potential purchasers and that a sale under such
                circumstances may yield a lower price for the Collateral or any part
                or
                parts thereof than would otherwise be obtainable if the same were
                registered and sold in the open market. Pledgor agrees that such
                private
                sale shall constitute a commercially reasonable method of disposing
                of the
                Collateral in view of the time, expense, and potential liability
                to the
                parties of such transactions of registration of the Collateral in
                accordance with applicable securities
                laws.

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    Article
      VI

    Escrow
      Agent

     

    6.01.
      Designation of Escrow Agent. The parties hereby designate and appoint
      Brown, Moskowitz & Kallen, P.C., 75 Main Street, Suite 203, Millburn, New
      Jersey 07041 as Escrow Agent with the following limited duties:

     

    
      	
              (a)  

            	
              To
                keep, hold and preserve the Collateral in its possession pending
                satisfaction of the Obligations;

            


    

     

    
       

      
        	
                (b)  

              	
                
                  On
                    expiration of the fifteenth (15th) day after receipt of written
                    notice
                    from the Secured Party that an Event of Default has occurred,
                    together
                    with reasonable evidence that a copy of said notice was simultaneously
                    or
                    previously given to the Pledgor, the Escrow Agent shall deliver
                    to the
                    Secured Party all of the Collateral then held by the Escrow Agent
                    unless,
                    prior to the expiration of such fifteen (15) day period, the
                    Pledgor shall
                    notify the Escrow Agent in writing to withhold release of the
                    Collateral.
                    In such event, the Escrow Agent shall not release the Collateral
                    until the
                    controversy with respect thereto shall have been settled either
                    by an
                    agreement between the Secured Party and the Pledgor, or by a
                    final
                    judgment of a court of competent
                    jurisdiction.

                

              


      

       

    

    
      
         

        
          	
                  (c)  

                	
                  
                    
                      On
                        expiration of the fifteenth (15th) day after receipt of written
                        notice
                        from Pledgor that the Collateral Expiration Date has occurred
                        and that the
                        payment Obligations under the Convertible Note, the EBITDA
                        Adjustment Note
                        and the Net Current Asset Note have been paid in full, together
                        with
                        reasonable evidence that a copy of said notice was simultaneously
                        or
                        previously given to the Secured Party, the Escrow Agent shall
                        deliver to
                        Pledgor such of the Collateral as may be in the possession
                        of the Escrow
                        Agent and as has not theretofore been sold or otherwise applied
                        pursuant
                        to this Agreement unless, prior to the expiration of such
                        fifteen (15) day
                        period, the Secured Party shall notify the Escrow Agent in
                        writing to
                        withhold release of the Collateral. In such event, the Escrow
                        Agent shall
                        not release the Collateral until the controversy with respect
                        thereto
                        shall have been settled either by an agreement between the
                        Secured Party
                        and the Pledgor, or by a final judgment of a court of competent
                        jurisdiction.

                    

                  

                


        

         

      

    

    6.02.
      Limited Liability of Escrow Agent. The Escrow Agent shall not be liable
      for any exercise of judgment in the performance of its duties hereunder, but
      only for its own actual fraud, willful misconduct, or gross negligence. The
      duties of the Escrow Agent shall be determined solely by the express provisions
      of this Agreement.

     

    6.03.
      Disputes Involving the Collateral. In the event the Collateral becomes
      the subject matter of any litigation (including arbitration or any other type
      of
      proceeding which may affect the rights to and ownership of the Pledged Shares),
      the parties hereby authorize the Escrow Agent, without creating any obligation
      on the part of the Escrow Agent, to deposit the Collateral with the clerk of
      the
      court in which the litigation is pending, or with the arbitrator(s) in the
      case
      of arbitration, and thereupon the Escrow Agent shall be fully relieved and
      discharged of any further responsibility under this Agreement. The parties
      also
      authorize the Escrow Agent, if it is threatened with litigation, to interplead
      all interested parties in any court of competent jurisdiction and to deposit
      the
      Collateral with the clerk of that court and thereupon the Escrow Agent shall
      be
      fully relieved and discharged of any further responsibility
      hereunder.

     

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
              6.04  
        Indemnification
        of Escrow Agent. Pledgor and the Secured Party agree, jointly and severally,
        to indemnify and hold the Escrow Agent harmless from and against all costs,
        damages, judgments, attorneys' fees, expenses, obligations and liabilities
        of
        any kind or nature, which in good faith the Escrow Agent may incur or sustain
        in
        connection with or arising out of this Agreement, and the Escrow Agent is
        hereby
        given a lien upon all the rights, title, and interest of each of the undersigned
        in all Collateral deposited in this escrow to protect the Escrow Agent's
        rights
        and to indemnify and reimburse it as a result of taking action in good faith
        consistent with this Agreement.

    

     

    
              6.05 
Resignation
        of Escrow Agent. The Escrow Agent may resign and may be discharged from its
        duties hereunder at any time by giving notice of such resignation to all
        parties
        specifying a date (not less than ten (10) days after the giving of such notice)
        when such resignation shall take effect. Promptly after such notice, a successor
        escrow agent shall be appointed by mutual agreement of Pledgor and the Secured
        Party, such successor escrow agent to become the Escrow Agent hereunder upon
        the
        resignation date specified in such notice. If Pledgor and the Secured Party
        are
        unable to agree upon a successor escrow agent within ten (10) days after
        such
        notice, the Secured Party shall, and the Escrow Agent may instead appoint
        a
        reputable commercial bank located in New Jersey to be the successor Escrow
        Agent.

    

     

    
              6.06 
Pledgor
        and the Secured Party acknowledge, understand and agree that the Secured
        Party
        has been and continues to be represented by Brown Moskowitz & Kallen, P.C.,
        not in its capacity as Escrow Agent, with respect to the transactions
        contemplated in the Stock Purchase Agreement. Pledgor and the Secured Party
        have
        chosen the Escrow Agent to act as escrow agent in this Agreement notwithstanding
        the fact that the Escrow Agent has represented the Secured Party and that
        the
        parties hereto may in the future have substantially conflicting interests.
        Pledgor has had the opportunity to consult with counsel on this matter and
        has
        been advised that the Escrow Agent can and will continue to represent the
        Secured Party with respect to the transactions contemplated in the Stock
        Purchase Agreement and the matters, if any, arising out of or relating thereto.
        As partial consideration for the Escrow Agent to enter into this Agreement
        and
        with the knowledge that but for the following waiver and consent the Escrow
        Agent would not have entered into this Agreement, Pledgor and the Secured
        Party
        hereby irrevocably waive and consent to the Escrow Agent's continuing
        representation of the Secured Party.

    

     

    ARTICLE
      VII

    Miscellaneous

     

    7.01.
      Defined Terms. The following terms as used in this Agreement shall have
      the meanings:

     

    
      	
              (a)  

            	
              "Convertible
                Note" shall mean the Convertible Promissory Note in the principal
                amount
                of $250,000 issued to the Secured Party pursuant to paragraph 4(a)(ii)
                of
                the Stock Purchase Agreement;

            


    

     

    
      	
              (b)  

            	
              "EBIDTA
                Adjustment Note" shall mean the promissory note, if any, issued to
                the
                Secured Party pursuant to paragraph 4(b)(iv) of the Stock Purchase
                Agreement;

            


    

     

    
      
        	
                (c)  

              	
                
                  "Net
                    Current Asset Note" shall mean the promissory note, if any, issued
                    to the
                    Secured Party
                    pursuant to paragraph 4(b)(iii) of the Stock Purchase
                    Agreement;

                

              


      

       

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
       

      
        
          	
                  (d)  

                	
                  
                    
                      "Collateral
                        Termination Date" shall mean the first date on which the
                        principal and
                        interest, if any, due upon the Convertible Note, EBIDTA Adjustment
                        Note,
                        and Net Current Asset Note shall have been paid or otherwise
                        satisfied in
                        full.

                    

                  

                


        

         

      

    

    7.02.
      No Waiver; Cumulative Remedies. No failure on the part of Secured Party
      to exercise and no delay in exercising, and no course of dealing with respect
      to, any right, power, or privilege under this Agreement shall operate as a
      waiver thereof, nor shall any single or partial exercise of any right, power,
      or
      privilege under this Agreement preclude any other or further exercise thereof
      or
      the exercise of any other right, power, or privilege. To the fullest extent
      permitted by applicable laws, the rights and remedies provided for in this
      Agreement are cumulative and not exclusive of any rights and remedies provided
      by law.

     

    7.03.
      Successors and Assigns. This Agreement shall be binding upon and inure to
      the benefit of Pledgor and Secured Party and their respective heirs, successors,
      and assigns, except that Pledgor may not assign any of its rights or obligations
      under this Agreement without the prior written consent of Secured
      Party.

     

    7.04.
      Amendment; Entire Agreement. This Agreement, together with any applicable
      pledge or other agreement required by applicable laws, embodies the final,
      entire agreement among the parties hereto and supersedes any and all prior
      commitments, agreements, representations, and understandings, whether written
      or
      oral, relating to the subject matter hereof. The provisions of this Agreement
      may be amended or waived only by an instrument in writing signed by the parties
      hereto.

     

    7.05.
      Notices. Any notice pursuant to this Agreement required to be given or
      made shall be sufficiently given or made if sent by certified or registered
      mail, postage prepaid, addressed as follows:

     

    To
      the Pledgor:

     

    Secure
      System, Inc.

    c/o
      Somerset International Group

    90
      Washington Valley Road

    Bedminster,
      NJ 07921

    Attn:
      John X. Adiletta, Chief Executive Officer

     

    with
      a copy to:

     

    Picinich
      & McClure, Esqs.

    139
      Harristown Road, Suite 101 

    Glen
      Rock, New Jersey 07542 

    Attn:
      William R. McClure, Esq.

     

    To
      the Secured Party:

     

    Mr
&
      Mrs. Keith Kesheneff

    57
      Yacht
      Club Drive

    Lake
      Hopatcong, New Jersey 07849

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

     
      with a copy to:

     

    Brown,
      Moskowitz & Kallen, P.C. 

    75
      Main
      Street, Suite 203

    Millburn,
      New Jersey 07041

    Attn:
      Stuart M. Brown, Esq.

     

    To
      the Escrow Agent:

     

    Brown,
      Moskowitz & Kallen, P.C. 

    75
      Main
      Street, Suite 203

    Millburn,
      New Jersey 07041

    Attn:
      Stuart M. Brown, Esq.

     

    with
      a copy each to the Pledgor and to the Secured Party.

     

    Any
      such
      notice, consent, or other communication shall be deemed given when delivered
      in
      person or, if given by mail, five (5) days after such communication is deposited
      in the mail, certified or registered with return receipt requested.

     

    7.06.
      Governing Law. This Agreement, and the rights and duties of the parties
      hereto, shall be construed in accordance with and governed by the internal
      laws
      of the State of New Jersey; provided, however that any enforcement of Secured
      Party's rights and remedies in any other jurisdiction shall, to the extent
      required by applicable laws, be governed by the laws of the jurisdiction of
      enforcement. Each party hereto hereby submits to the exclusive jurisdiction
      of
      the Superior Court of New Jersey for the purposes of all legal proceedings
      arising out of or relating to this Agreement or the transactions contemplated
      hereby.

     

    7.07.
      Headings. The headings, captions, and arrangements used in this Agreement
      are for convenience only and shall not affect the interpretation of this
      Agreement.

     

    7.08.
      Survival of Representations. All representations and warranties made in
      this Agreement or in any certificate delivered pursuant hereto shall survive
      the
      execution and delivery of this Agreement, and no investigation by Secured Party
      shall affect the representations and warranties or the right of Secured Party
      to
      rely upon them.

     

    7.09.
      Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    7.10.
      Severability. Any provision of this Agreement which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions of this Agreement, and any such prohibition or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    7.11.
      Construction. Pledgor and Secured Party acknowledge that each of them has
      had the benefit of legal counsel of its own choice and has been afforded an
      opportunity to review this Agreement with its legal counsel and that this
      Agreement shall be construed as if jointly drafted by Pledgor and Secured
      Party.

     

    7.12.
      Obligations Absolute. The obligations of Pledgor under this Agreement
      shall be absolute and unconditional and shall not be released, discharged,
      reduced, or in any way impaired by any circumstance whatsoever, including,
      without limitation, any amendment, modification, extension, or renewal of this
      Agreement, the Obligations, or any document or instrument evidencing, securing,
      or

    otherwise
      relating to the Obligations, or any release, subordination, or impairment of
      collateral, or any waiver, consent, extension, indulgence, compromise,
      settlement, or other action or inaction in respect of this Agreement, the
      Obligations, or any document or instrument evidencing, securing, or otherwise
      relating to the Obligations, or any exercise or failure to exercise any right,
      remedy, power, or privilege in respect of the Obligations.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    7.13.
      Termination. Except as otherwise provided in this Agreement, upon the
      Collateral Termination Date, the liens upon the Collateral created hereby shall
      terminate, and the Secured Party, at the request and expense of Pledgor,
      forthwith will execute and deliver to Pledgor a proper instrument or instruments
      acknowledging the satisfaction and termination of the liens created hereby
      and
      will authorize the Escrow Agent, in writing, to release and redeliver the
      Collateral to the Pledgor. Upon such release and redelivery, this Agreement
      shall terminate.

     

    IN
      WITNESS WHEREOF, the parties have entered into this Stock Pledge and Escrow
      Agreement as of the date set forth on the first page.

     

    Pledgor:

     

    
      
        	
                ATTEST:

              	
                Secure
                  System, Inc.

              
	 	 
	
                 

              	By:_______________________________
	
                Name:
                  John X. Adiletta

              	
                Name:
                  John X. Adiletta

              
	
                Title:
                  Secretary

              	
                Title:  Chief
                  Executive Officer

              
	 	 
	
                Secured
                  Party:

              	 
	 	 
	
                Keith
                  Kesheneff

              	
                Kathryn
                  Kesheneff

              
	 	 
	
                Escrow
                  Agent:

              	 
	 	 
	
                Brown,
                  Moskowitz & Kallen, P.C.

              	 


      

    

     

     

    12