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                                                                   EXHIBIT 10.3

                                    EXHIBIT B
                          TO THE TERM CREDIT AGREEMENT
                           FORM OF SECURITY AGREEMENT
                               SECURITY AGREEMENT

         This SECURITY AGREEMENT ("Agreement"), dated as of May 6, 2004, is made
by VISIJET INC., a Delaware corporation ("Pledgor"), to HIT CREDIT UNION (the
"Lender"), with reference to the following:

         A. Pledgor is the beneficial owner of the issued and outstanding shares
of capital stock (the "Pledged Shares") of Pledgor (the "Corporation")
identified on Schedule I attached hereto.

         B. Pledgor and the Lender have entered into a Term Credit Agreement,
dated of even date herewith (said Credit Agreement, as it may hereafter be
amended or otherwise modified from time to time, being the "Credit Agreement").
It is a condition precedent to the making of the Term Loan by the Lender under
the Credit Agreement that Pledgor shall have made the pledge contemplated by
this Agreement.

         C. Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Lender to make the Loans under the Credit Agreement, Pledgor hereby agrees
with the Lender for its benefit as follows:

         SECTION 1. PLEDGE. Pledgor hereby pledges and grants to the Lender a
continuing security interest in the following (the "Pledged Collateral"):

                  (a) the Pledged Shares and the certificates representing the
Pledged Shares, and all dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any and all of the Pledged Shares;

                  (b) all additional shares of stock or other Equity Interests
of the Corporation from time to time acquired by Pledgor in any manner (which
shares shall be deemed to be part of the Pledged Shares), and the certificates
representing such additional shares or other Equity Interests, and all
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares or other Equity Interests; and

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                  (c) all proceeds (including proceeds of proceeds) of the
Pledged Shares including, without limitation, all: (a) rights, benefits,
distributions, premiums, profits, dividends, interest, cash, instruments,
documents of title, accounts, contract rights, inventory, equipment, general
intangibles, payment intangibles, deposit accounts, chattel paper, and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for, or as a replacement of or a substitution for, any
of the Pledged Shares or proceeds thereof (including any cash, securities or
other instruments issued after any recapitalization, readjustment,
reclassification, merger or consolidation with respect to the issuer of the
Pledged Shares and any security entitlements, as defined in Section 8-102(a)(17)
of the Uniform Commercial Code of the State of California (the "Code"), with
respect thereto); (b) "proceeds," as such term is defined in Section
9-102(a)(64) of the Code; (c) proceeds of any insurance, indemnity, warranty, or
guaranty (including guaranties of delivery) payable from time to time with
respect to any of the Pledged Shares or proceeds thereof; (d) payments (in any
form whatsoever) made or due and payable to Pledgor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Pledged Shares or proceeds thereof; and (e)
other amounts from time to time paid or payable under or in connection with any
of the Pledged Shares or proceeds thereof.

         For purposes hereof, "Equity Interests" shall mean, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or
profit interests in) such Person or warrants, rights or options for the purchase
or acquisition from such Person of such shares (or such other interests), and
all of the other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

         Nothing in this Agreement shall be deemed to constitute an assumption
by the Lender of any liability or obligation of Pledgor with respect to any of
the Pledged Collateral.

         SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures and the
Pledged Collateral is collateral security for the prompt payment or performance
in full when due, whether at stated maturity, by acceleration or otherwise
(including the payment of amounts which would become due but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.
362(a)), of all obligations of the Pledgor now or hereafter arising under the
Credit Agreement and the Note, whether for principal or interest (including,
without limitation, interest which, but for the filing of a petition in
bankruptcy with respect to Pledgor, would accrue on such obligations), or
payments of fees, expenses or otherwise, and all obligations now or hereafter
arising under this Agreement (all such obligations being the "Secured
Obligations"). The word "obligation" is used herein in its most comprehensive
sense and includes all present and future indebtedness, liabilities,
undertakings, covenants, and conditions, whether voluntary or involuntary,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
earned or unearned, and due or not due arising in connection with the Credit
Agreement and the Note.

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         It is the intention of Pledgor that the continuing grant of security
interests provided for herein shall remain as security for the payment and
performance of the Secured Obligations, whether now existing or hereinafter
incurred by future advances or otherwise, and whether or not contemplated by the
parties at the date hereof. No notice of the continuing grant of such security
interests, therefore, shall be required to be stated on the face of any document
representing any such Secured Obligation nor shall it otherwise be necessary to
identify any such Secured Obligation as being secured hereby. Any such Secured
Obligation shall be deemed to have been made pursuant to Section 9204 of the
Code.

         SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of the Lender pursuant hereto, shall be in suitable
form for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Lender. The Lender shall also have the right to appoint one
or more agents for the purpose of retaining physical possession of the Pledged
Collateral. In addition, the Lender shall have the right at any time (a) to
transfer to, or register in the name of the Lender or any of its nominees all or
any of the Pledged Collateral, subject only to Pledgor's rights under Section
7(a)(iii); and (b) to exchange certificates or instruments representing or
evidencing Pledged Collateral for certificates or instrument evidencing larger
or smaller denominations. If, at any time and from time to time, any Pledged
Collateral (including any certificate or instrument representing or evidencing
any Pledged Collateral) is in the possession of a Person other than the Lender
or Pledgor (a "Holder"), then Pledgor shall immediately, at the Lender's option,
either cause such Pledged Collateral to be delivered into the Lender's
possession, or cause such Holder to enter into a control agreement, in form and
substance satisfactory to the Lender, and take all other steps deemed necessary
by the Lender to perfect the security interest of the Lender in such Collateral,
all pursuant to Sections 9-106 and 9-313 of the Code or other applicable law
governing the perfection of the Lender's security interest in the Pledged
Collateral in the possession of such Holder.

         SECTION 4. UNCERTIFICATED SECURITIES. Notwithstanding anything to the
contrary in SECTION 1 and SECTION 3 hereof, if any of the Pledged Collateral
(whether now owned or hereafter acquired) is evidenced by an uncertificated
security, Pledgor shall promptly notify the Lender thereof and shall promptly
take all actions required to perfect the security interest of the Lender therein
under applicable law. Pledgor further agrees to take such actions as the Lender
deems necessary or desirable to effect the foregoing and to permit the Lender to
exercise its rights and remedies hereunder, and Pledgor agrees to provide an
opinion of counsel satisfactory to the Lender with respect to any such pledge of
uncertificated securities promptly upon request of the Lender.

         SECTION 5. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants as follows:

                  (a) The Pledged Shares have been duly authorized and validly
issued and are fully paid and non-assessable.

                  (b) Pledgor is the beneficial owner of the Pledged Collateral,
free and clear of any Lien, except for the Lien created by this Agreement.

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                  (c) Pledgor has full power, authority and legal right to
pledge all of the Pledged Collateral pursuant to this Agreement, and the
execution and delivery of this Agreement has been duly authorized by Pledgor.

                  (d) The pledge of the Pledged Shares by Pledgor pursuant to
this Agreement creates a valid and perfected first priority security interest in
the Pledged Shares in favor of the Lender, securing the payment of the Secured
Obligations.

                  (e) No authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required either (i) for the pledge by Pledgor of the Pledged Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement by Pledgor, or (ii) for the exercise by the Lender of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement (except as may be required in
connection with the disposition thereof by laws affecting the offering and sale
of securities generally, all of which authorizations, approvals, notices or
filings have been, or upon request of the Lender will be, made).

                  (f) Pledgor at all times will be the sole beneficial owner of
the Pledged Collateral.

                  (g) All information set forth herein relating to the Pledged
Collateral is accurate and complete in all material respects.

                  (h) The Pledged Shares are "restricted securities" as defined
in SEC Rule 144(a)(3).

                  (i) The pledge of the Pledged Collateral pursuant to this
Agreement does not violate Regulations T, U or X of the Federal Reserve Board.



         SECTION 6. FURTHER ASSURANCES. Pledgor agrees that at any time and from
time to time, at the expense of Pledgor, Pledgor will, and will take affirmative
steps to cause third parties to, promptly execute and deliver all further
instruments, documents and agreements (including, without limitation, control
agreements and consent agreements) and take all further action, that may be
necessary or desirable, or that the Lender may request, IN order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable the Lender to exercise and to enforce its rights and remedies hereunder
with respect to any Pledged Collateral. In addition, Pledgor will furnish to the
Lender, upon the request of the Lender: (i) a certificate executed by an
authorized OFFICER of Pledgor, and dated as of the date of delivery to the
Lender, itemizing in such detail as the Lender may request, the Pledged
Collateral which, as of the date of such certificate, has been delivered to the
Lender by Pledgor pursuant to the provisions of this Agreement; and (ii) such
statements and schedules further identifying and describing the Pledged
Collateral and such other reports in connection with the Pledged Collateral as
the Lender may request.

         SECTION 7. VOTING RIGHTS: DIVIDENDS: etc.

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                  (a) So long as no Event of Default or Potential Event of
Default shall have occurred:

                           (i) Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of this Agreement
or the Credit Agreement; provided, however, that Pledgor shall not exercise or
refrain from exercising any such right if, in the Lender's judgment, such action
would have a material adverse effect on the value of the Pledged Collateral or
any part thereof; and PROVIDED FURTHER, that Pledgor shall give the Lender at
least five (5) days' written notice of the manner in which it intends to
exercise, or the reasons for refraining from exercising, any such right.

                           (ii) Pledgor shall be entitled to receive and retain
any and all dividends in respect of the Pledged Collateral; PROVIDED, HOWEVER,
that any and all

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

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

                                    (C) cash or cash equivalents paid, payable
or otherwise distributed in respect of principal of, or in redemption of, or in
exchange for, any Pledged Collateral,

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

                           (iii) The Lender 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 paragraph (i) above and to receive the dividends which it is authorized to
receive and retain pursuant to paragraph (ii) above.

                  (b) Upon the occurrence of an Event of Default or Potential
Event of Default:

                           (i) The Lender shall have the right to have the
Pledged Collateral transferred into the name of the Lender or any of its
nominees.

                           (ii) All rights of Pledgor to exercise the voting and
other consensual rights which Pledgor would otherwise be entitled to exercise
pursuant to SECTION 7(a)(ii)shall) and to receive the dividends which Pledgor
would otherwise be authorized to receive and retain pursuant to SECTION
7(a)(ii)shall cease, and shall thereafter be vested in the Lender, who shall

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thereupon have the sole right to exercise such voting and other consensual
rights on behalf of Pledgor and to receive and hold such dividends as Pledged
Collateral.

                           (iii) All amounts which are received by Pledgor
contrary to the provisions of paragraph (ii) of this SECTION 7(b) shall be
received in trust for the benefit of the Lender, shall be segregated from other
funds of Pledgor and shall be forthwith paid over to the Lender as Pledged
Collateral in the same form as received (with any necessary endorsements).

         SECTION 8. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.

                  (a) Pledgor agrees that Pledgor will not (i) sell, assign,
transfer, exchange, lease, lend or otherwise dispose of (directly or indirectly,
voluntarily, involuntarily, by operation of law or otherwise), or grant any
option with respect to, any of the Pledged Collateral, or (ii) create or permit
to exist any Lien on or with respect to any of the Pledged Collateral, except
for the Lien in favor of the Lender. The inclusion of "proceeds" as a component
of the Pledged Collateral shall not be deemed a consent by the Lender to any
sale, assignment, transfer, exchange, lease, loan, granting of an option with
respect to or disposition of all or any part of the Pledged Collateral.

                  (b) Pledgor agrees that Pledgor will (i) not cause, suffer or
permit the Corporation to issue any stock or other securities in addition to or
in substitution for the Pledged Shares except to Pledgor, and (ii) pledge
hereunder, immediately upon Pledgor's acquisition (directly or indirectly)
thereof, any and all additional shares of stock or other securities of the
Corporation.

         SECTION 9. THE LENDER APPOINTED ATTORNEY-IN-FACT. Pledgor hereby
appoints the Lender Pledgor's attorney-in-fact with full authority in the place
and stead of Pledgor and in the name of Pledgor or otherwise, from time to time
(whether before or after an Event of Default) in the Lender's sole and absolute
discretion to take any action and to execute and deliver, and if appropriate, to
file and/or record with the appropriate office, any agreements, documents and
instruments, including, without limitation, security agreements, financing
statements, financing statement amendments, continuation statements or other
instruments without the signature of Pledgor (where permitted by law), which the
Lender may deem necessary or advisable to accomplish the purposes of this
Agreement, and to receive, indorse and collect all instruments made payable to
Pledgor representing any dividend or other distribution in respect of the
Pledged Collateral or any part thereof, to give full discharge for the same and
to take whatever action is necessary or desirable to exercise all rights of an
owner with respect to the Collateral including, but not limited to, the right to
demand, receive and enforce payment, to give receipts, releases and
satisfactions, to sue, either in the name of Pledgor or in the name of the
Lender, and to take any other action specified herein; provided, however, that
as such attorney-in-fact the Lender shall only be accountable for such funds as
are actually received by it or on its behalf. Notwithstanding any legal
principle to the contrary, as Pledgor's attorney-in-fact the Lender shall not be
deemed to owe any fiduciary duty to Pledgor, which duty Pledgor hereby waives to
the fullest extent permitted by law. Pledgor acknowledges that the foregoing
grant of power of attorney is coupled with an interest and is irrevocable.

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         SECTION 10. THE LENDER MAY PERFORM. If Pledgor fails to perform any
agreement contained herein, the Lender may itself perform or cause the
performance of such agreement, and the expenses of the Lender incurred in
connection therewith, plus interest at the default rate specified in the Credit
Agreement from the date of such advance to the date of reimbursement, shall be
payable by the Pledgor under SECTION 14. However, nothing in this Agreement
shall obligate the Lender to act.

         SECTION 11. REASONABLE CARE. The Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Lender accords its own property, it being
understood that the Lender shall not have responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Pledged Collateral, whether or not the Lender
has or is deemed to have knowledge of such matters, or (b) taking any necessary
steps to preserve rights against any parties with respect to any Pledged
Collateral.

         SECTION 12. REMEDIES UPON DEFAULT. If any Event of Default shall have
occurred, subject to the Lender's obtaining any necessary governmental
approvals:

                  (a) The Lender may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of the Lender under the
Code in effect in the State of California at that time, and the Lender may also
without notice except as specified below sell the Pledged Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange,
broker's board or at any of the Lender's offices or elsewhere, for cash, on
credit or for future delivery, and upon such other terms as the Lender in its
sole and absolute discretion may deem commercially reasonable. In the event that
any of the Pledged Shares constitute restricted securities, such securities
shall be registered by Pledgor, and Lender may sell the same pursuant to the
terms hereof; provided, however, that Lender shall have recourse first to any
Pledged Shares that constitute unrestricted securities, and shall require
registration of restricted securities only to the extent necessary to satisfy in
full the Secured Obligations. Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten days' notice to Pledgor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. The Lender shall not be obligated to
make any sale of Pledged Collateral regardless of notice of sale having been
given. The Lender may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
Pledgor hereby waives any claims against the Lender arising by reason of the
fact that the price at which any Pledged Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Lender accepts the first offer received and does not offer
such Pledged Collateral to more than one offeree, and in all events such sale
shall be deemed to be commercially reasonable. At any such public or private
sale, the Lender may be the purchaser of the Pledged Collateral.

                  (b) Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, the Lender may be compelled, with respect to
any sale of all or any part of the Pledged

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Collateral, to limit purchasers to those who will agree, among other things, to
acquire the Pledged Collateral for their own account, for investment and not
with a view to the distribution or resale thereof. Pledgor acknowledges that any
such private sales may be at prices and on terms less favorable to the Lender
than those obtainable through a public sale without such restrictions
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Lender shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Pledged Collateral for the period of time necessary to permit the issuer thereof
to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if Pledgor would
agree to do so.

                  (c) If the Lender determines to exercise its right to sell any
or all of the Pledged Collateral, upon written request, Pledgor shall and shall
cause each issuer of any Pledged Collateral to be sold hereunder from time to
time to furnish to the Lender all such information as the Lender may request in
order to determine the number of shares and other instruments included in the
Pledged Collateral which may be sold by the Lender as exempt transactions under
the Securities Act and the rules of the Securities Exchange Commission
thereunder, as the same are from time to time in effect.

                  (d) Any cash held by the Lender as Pledged Collateral and all
cash proceeds received by the Lender in respect of any sale of, collection from,
or other realization upon all or any part of the Pledged Collateral may, in the
direction of the Lender, be held by the Lender as collateral for, and/or then or
at any time thereafter applied (after payment of any amounts payable to the
Lender pursuant to SECTION 14) in whole or in part by the Lender against all or
any part of the Secured Obligations in such order as the Lender shall elect.
After such application and after payment by the Lender of any other amount
required by law, including, without limitation, Sections 9600 et seq. of the
Code, any surplus of such cash or cash proceeds held by the Lender and then
remaining shall be paid over to Pledgor or to whomsoever may be lawfully
entitled to receive such surplus. In a like manner, Pledgor shall pay to the
Lender, without demand, whatever amount of the Secured Obligations remains
unpaid after the Pledged Collateral has been sold and the proceeds applied as
aforesaid, together with interest thereon from the date of demand at the highest
rate specified in the Note, which interest shall also constitute a part of the
Secured Obligations. Without limiting the foregoing, Pledgor hereby waives any
obligation the Lender may have under Section 9207(c) of the Code.

                  (e) The Lender shall not be obligated to resort to its rights
or remedies with respect to any other security for or guaranty or payment of the
Secured Obligations before resorting to its rights and remedies against Pledgor
hereunder. All rights and remedies of the Lender shall be cumulative and not in
the alternative.

                  (f) Pledgor further agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Collateral pursuant to this SECTION
12 valid and binding and in compliance with any and all applicable requirements
of law. Pledgor further agrees that a breach of any of its covenants contained
in this SECTION 12 will cause irreparable injury to the Lender, that the Lender
has no adequate remedy at law in respect of such breach and, as a consequence,
that each and every

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covenant contained in this SECTION 12 shall be specifically enforceable against
Pledgor. Pledgor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no
Event of Default has occurred under the Credit Agreement.

                  (g) In the event the Lender seeks to obtain possession of any
of the Collateral by court process, Pledgor hereby irrevocably waives any bonds,
surety or security required by any statute, court rule or otherwise as an
incident to such process or possession, and waives any demand for possession
prior to the commencement of any such proceeding, suit or action.

         SECTION 13. LIABILITY AND INDEMNIFICATION. The Lender shall not be
liable to Pledgor for any act (including, without limitation, any act of active
negligence) or omission by the Lender unless the Lender's conduct constitutes
willful misconduct or gross negligence. Pledgor agrees to indemnify and to hold
the Lender harmless from and against all losses, liabilities, claims, damages,
costs and expenses (including actual attorneys' fees and disbursements) with
respect to (i) any action (including, without limitation, any act of active
negligence) taken or any omission by the Lender with respect to this Agreement,
provided that the Lender's conduct does not constitute willful misconduct or
gross negligence, and (ii) any claims arising out of Pledgor's ownership of the
Pledged Collateral or the Lender's security interest therein.

         SECTION 14. EXPENSES. Pledgor will upon demand pay to the Lender the
amount of any and all expenses, including the fees and expenses of its counsel
and of any experts and agents, which the Lender may incur in connection with (a)
the administration of this Agreement, (b) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Pledged
Collateral, (c) the exercise or enforcement of any of the rights of the Lender
hereunder, and (d) the failure by Pledgor to perform or observe any of the
provisions hereof.

         SECTION 15. SECURITY INTEREST ABSOLUTE. All rights of the Lender and
security interests hereunder, and all Secured Obligations of Pledgor hereunder,
shall be absolute and unconditional irrespective of:

                  (a) any lack of validity or enforceability of the Credit
Agreement, the Note[s], any other Loan Document or any other agreement or
instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit Agreement
and the Note or any other agreement or instrument relating thereto;

                  (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 of the Secured Obligations; or

                  (d) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, Pledgor or a third party pledgor.

         SECTION 16. AMENDMENTS, WAIVER. No amendment or waiver of any provision
of this Agreement nor consent to any departure by Pledgor herefrom shall in any
event be effective

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unless the same shall be in writing and signed by the Lender, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

         SECTION 17. NOTICES. All notices, demands and requests of any kind
which either party may be required or desires to serve upon the other hereunder
shall be in writing and shall be delivered and be effective in accordance with
the notice provision of the Credit Agreement.

         SECTION 18. CONTINUING SECURITY INTEREST; ASSIGNMENT OF OBLIGATIONS.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (a) remain in full force and effect until payment in full
of the Secured Obligations, (b) be binding upon Pledgor and Pledgor's successors
and assigns, (c) inure, together with the rights and remedies of the Lender
hereunder, to the benefit of the Lender and its successors, transferees and
assigns, (iv) constitute, along with the Note and the Credit Agreement, the
entire agreement between Pledgor and the Lender, and (v) be severable in the
event that one or more of the provisions herein is determined to be illegal or
unenforceable. Without limiting the generality of the foregoing clause (c), the
Lender may assign or otherwise transfer any Secured Obligation to any other
person or entity, and such other person or entity shall thereupon become vested
with all the benefits in respect thereof granted to the Lender herein or
otherwise.

         SECTION 19. RETURN OF COLLATERAL. Subject to any duty imposed by law or
otherwise to the holder of any subordinate lien on the Pledged Collateral known
to the Lender, and subject to the direction of a court of competent
jurisdiction, upon the extinguishment of any commitment of the Lender to make
further advances under the Credit Agreement and the payment in full of the
Secured Obligations, Pledgor shall be entitled to return of the Collateral in
the possession of the Lender; PROVIDED, HOWEVER that the Lender shall not be
obligated to return to Pledgor or deliver to the holder of any subordinate lien
any such Collateral until it is satisfied that all amounts with respect to the
Secured Obligations are no longer subject to being recaptured under applicable
bankruptcy or insolvency laws or otherwise. The return of Collateral, however
effected, shall be without recourse to the Lender and the Lender shall be
entitled to receive appropriate documentation to such effect. The return of
Collateral shall be effected without representation or warranty and shall not
entitle Pledgor to any right to any endorsement.

         SECTION 20. GOVERNING LAW; TERMS. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California. Unless
otherwise defined herein or in the Credit Agreement, terms defined in the Code
are used herein as therein defined.

         SECTION 21. TRIAL BY JURY. PLEDGOR HEREBY WAIVES, AND COVENANTS THAT IT
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE SUBJECT MATTER
HEREOF, ANY DOCUMENT RELATING HERETO OR ANY SECURED OBLIGATION, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE.

                                      -10-


<PAGE>

         IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the (late
first above written.

                                  PLEDGOR:

                                  VISIJET INC., a Delaware corporation

                                  BY: /s/ Laurence M. Schreiber
                                     ---------------------------------
                                  Title: COO, Corporate Secretary and Treasurer
                                      ------------------------------


                                  THE LENDER

                                  HIT CREDIT UNION

                                  BY:
                                     ---------------------------------
                                  Title:
                                        ------------------------------

                                      -11-


<PAGE>

                                   SCHEDULE I
                                (Pledged Shares)

750,000 Shares of the Common Stock of VISIJET INC., a Delaware corporation,
represented by certificate No. 0785

                                      -12-