Exhibit 10.20

                          GUARANTY AND PLEDGE AGREEMENT


                  GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of
April 16, 2003, among Torbay Holdings, Inc., a Delaware corporation (the
"Company"), William Thomas Large (the "Pledgor"), AJW Partners, LLC, a limited
liability company ("AJW"), New Millennium Capital Partners II, LLC, a limited
liability company ("New Millennium"), AJW Offshore, Ltd., a limited liability
company ("Offshore"), and AJW Qualified Partners, LLC, a limited liability
company ("Qualified" and, together with AJW, New Millennium and Offshore, the
"Pledgees").

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, the Company and the Pledgees are parties to that
certain Securities Purchase Agreement, of even date herewith (the "Purchase
Agreement"), pursuant to which the Company (i) has issued (a) 12% secured
convertible debentures in the aggregate principal amount of $50,000 and (b)
stock purchase warrants to purchase an aggregate of 100,000 shares of the
Company's common stock, $0.0001 par value per share (the "Common Stock") and
(ii) will issue, pursuant to Section 1(d) of the Purchase Agreement, (a) 12%
secured convertible debentures in the aggregate principal amount of $200,000,
and (b) stock purchase warrants to purchase an aggregate of 400,000 shares of
the Common Stock; and

                  WHEREAS, as a material inducement to the Pledgees to enter
into the Purchase Agreement, the Pledgees have required and the Pledgor has
agreed (i) to unconditionally guarantee the timely and full satisfaction of all
obligations of the Company, whether matured or unmatured, now or hereafter
existing or created and becoming due and payable (the "Obligations") to the
Pledgees, their successors, endorsees, transferees or assigns under the
Transaction Documents (as defined in the Purchase Agreement) to the extent of
the Collateral (as defined in Section 5 hereof), and (ii) to grant to the
Pledgees, their successors, endorsees, transferees or assigns a security
interest in the number of shares of Common Stock currently owned by the Pledgor
as set forth below the Pledgor's signature on the signature page hereto
(collectively, the "Shares"), as collateral security for Obligations. Terms used
and not defined herein shall have the meaning ascribed to them in the Purchase
Agreement.

                  NOW, THEREFORE, in consideration of the foregoing recitals,
and the mutual covenants contained herein, the parties hereby agree as follows:

                  1.  Guaranty.  To the extent of the  Collateral,  the  Pledgor
hereby absolutely,  unconditionally and irrevocably  guarantees to the Pledgees,
their  successors,  endorsees,  transferees  and  assigns  the due and  punctual
performance  and  payment  of  the  Obligations  owing  to the  Pledgees,  their
successors,  endorsees,  transferees  or assigns  when due,  all at the time and
place and in the amount and manner  prescribed  in, and  otherwise in accordance
with,  the  Transaction   Documents,   regardless  of  any  defense  or  set-off
counterclaim  which the  Company or any other  person  may have or  assert,  and
regardless  of whether or not the  Pledgees or anyone on behalf of the  Pledgees
shall have  instituted any suit,  action or proceeding or exhausted its remedies
or taken any steps to enforce any rights against the Company or any other person
to


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compel any such  performance or observance or to collect all or part of any such
amount, either pursuant to the provisions of the Transaction Documents or at law
or in equity, and regardless of any other condition or contingency.  The Pledgor
shall have no  obligation  whatsoever  to the  Pledgees  beyond  the  Collateral
pledged for the Obligations set forth herein.

                  2. Waiver of Demand. The Pledgor hereby  unconditionally:  (i)
waives  any  requirement  that the  Pledgees,  in the  event of a breach  in any
material respect by the Company of any of its  representations  or warranties in
the Transaction  Documents,  first make demand upon, or seek to enforce remedies
against, the Company or any other person before demanding payment of enforcement
hereunder;  (ii) covenants that this Agreement will not be discharged  except by
complete  performance of all the  Obligations  to the extent of the  Collateral;
(iii) agrees that this  Agreement  shall remain in full force and effect without
regard to, and shall not be affected or impaired,  without  limitation,  by, any
invalidity,  irregularity  or  unenforceability  in  whole  or in  part  of  the
Transaction  Documents  or any  limitation  on  the  liability  of  the  Company
thereunder, or any limitation on the method or terms of payment thereunder which
may now or  hereafter  be caused or imposed in any manner  whatsoever;  and (iv)
waives diligence, presentment and protest with respect to, and notice of default
in the  performance  or payment of any  Obligation  by the  Company  under or in
connection with the Transaction Documents.

                  3. Release. The obligations,  covenants, agreements and duties
of the  Pledgor  hereunder  shall not be  released,  affected or impaired by any
assignment or transfer, in whole or in part, of the Transaction Documents or any
Obligation,  although made without  notice to or the consent of the Pledgor,  or
any  waiver by the  Pledgees,  or by any other  person,  of the  performance  or
observance  by the Company or the Pledgor of any of the  agreements,  covenants,
terms or conditions contained in the Transaction Documents, or any indulgence in
or the  extension  of the  time  or  renewal  thereof,  or the  modification  or
amendment  (whether  material or  otherwise),  or the  voluntary or  involuntary
liquidation,  sale or other  disposition  of all or any  portion of the stock or
assets  of  the  Company  or  the  Pledgor,  or  any  receivership,  insolvency,
bankruptcy,  reorganization, or other similar proceedings, affecting the Company
or the  Pledgor or any assets of the Company or the  Pledgor,  or the release of
any proper from any security for any  Obligation,  or the impairment of any such
property or security,  or the release or discharge of the Company or the Pledgor
from the performance or observance of any agreement, covenant, term or condition
contained in or arising out of the Transaction Documents by operation of law, or
the merger or consolidation of the Company, or any other cause,  whether similar
or dissimilar to the foregoing.

4.                Subrogation.

                  (a)  Unless  and  until   complete   performance  of  all  the
Obligations to the extent of the  Collateral,  the Pledgor shall not be entitled
to  exercise  any right of  subrogation  to any of the  rights  of the  Pledgees
against the Company or any collateral  security or guaranty held by the Pledgees
for the payment or  performance of the  Obligations,  nor shall the Pledgor seek
any  reimbursement  from the Company in respect of payments  made by the Pledgor
hereunder.

                  (b) In the extent that the Pledgor  shall become  obligated to
perform  or pay any sums  hereunder,  or in the event  that for any  reason  the
Company is now or shall hereafter become indebted to the Pledgor,  the amount of
such sum shall at all times be



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<PAGE>



subordinate  as to lien,  time of  payment  and in all  other  respects,  to the
amounts owing to the Pledgees  under the  Transaction  Documents and the Pledgor
shall not enforce or receive  payment  thereof until all  Obligations due to the
Pledgees  under the  Transaction  have been  performed or paid.  Nothing  herein
contained  is intended or shall be construed to give to the Pledgor any right of
subrogation in or under the Transaction  Documents,  or any right to participate
in any way  therein,  or in any right,  title or  interest  in the assets of the
Pledgees.

                  5. Security.  As collateral  security for the punctual payment
and performance,  when due, by the Company of all the  Obligations,  the Pledgor
hereby pledges with, hypothecates,  transfers and assigns to the Pledgees all of
the Shares and all proceeds, shares and other securities received, receivable or
otherwise  distributed  in respect of or in exchange for the Shares,  including,
without  limitation,  any shares and other securities into which such Shares may
be convertible or exchangeable  (collectively,  the "Additional  Collateral" and
together  with the  Shares,  the  "Collateral").  Simultaneously  herewith,  the
Pledgor  shall  deliver to the  Pledgees  the  certificate(s)  representing  the
Shares,  stamped with a bank  medallion  guarantee,  along with a stock transfer
power duly  executed  in blank by the  Pledgor,  to be held by the  Pledgees  as
security.  Any  Collateral  received  by the Pledgor on or after the date hereof
shall be immediately  delivered to the Pledgees together with any executed stock
powers or other transfer documents requested by the Pledgees,  which request may
be made at any time prior to the date when the Obligations  shall have been paid
and otherwise satisfied in full.

                  6. Voting Power, Dividends, Etc. and other Agreements.

                  (a)  Unless  and  until an Event of  Default  (as set forth in
Section 7 hereof) has occurred, the Pledgor shall be entitled to:

                                    (i)  Exercise all voting  and/or  consensual
                  powers pertaining to the Collateral,  or any part thereof, for
                  all purposes;

                                    (ii) Receive and retain  dividends paid with
                  respect to the Collateral; and

                                    (iii) Receive the benefits of any income tax
                  deductions  available to the Pledgor as a  shareholder  of the
                  Company.


                  (b)  The  Pledgor  agrees  that  it  will  not  sell,  assign,
transfer, pledge, hypothecate, encumber or otherwise dispose of the Collateral.

                  (c) The Pledgor and the Company jointly and severally agree to
pay all  costs  including  all  reasonable  attorneys'  fees  and  disbursements
incurred by the Pledgees in enforcing  this  Agreement  in  accordance  with its
terms.



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<PAGE>



                  7. Default and Remedies.

                  (a) For the  purposes  of this  Agreement,  "Event of Default"
shall mean:

                                    (i)   default   in  or  under   any  of  the
                  Obligations  after  the  expiration,   without  cure,  of  any
                  applicable cure period;

                                    (ii) a breach in any material respect by the
                  Company of any of its  representations  or  warranties  in the
                  Transaction Documents; or

                                    (iii) a breach in any  material  respect  by
                  the Pledgor of any of its  representations  or  warranties  in
                  this Agreement.


                  (b) the  Pledgees  shall have the  following  rights  upon any
Event of Default:

                                    (i) the rights and remedies  provided by the
                  Uniform  Commercial  Code as  adopted by the State of New York
                  (the "UCC") (as said law may at any time be amended);

                                    (ii) the right to  receive  and  retain  all
                  dividends,  payments and other  distributions of any kind upon
                  any or all of the Collateral;

                                    (iii)  the  right to cause any or all of the
                  Collateral to be transferred to its own name or to the name of
                  its designee and have such  transfer  recorded in any place or
                  places deemed appropriate by the Pledgees; and

                                    (iv)  the  right to  sell,  at a  public  or
                  private  sale,  the  Collateral  or any part thereof for cash,
                  upon  credit  or for  future  delivery,  and at such  price or
                  prices in accordance  with the UCC (as such law may be amended
                  from time to time). Upon any such sale the Pledgees shall have
                  the right to deliver,  assign and  transfer  to the  purchaser
                  thereof the  Collateral so sold.  The Pledgees  shall give the
                  Pledgor  not less than ten (10)  days'  written  notice of its
                  intention to make any such sale. Any such sale,  shall be held
                  at such time or times during  ordinary  business  hours and at
                  such place or places as the  Pledgees may fix in the notice of
                  such  sale.  The  Pledgees  may  adjourn or cancel any sale or
                  cause  the  same  to  be  adjourned   from  time  to  time  by
                  announcement  at the time and place  fixed  for the sale,  and
                  such  sale may be made at any time or place to which  the same
                  may be so adjourned. In case of any sale of all or any part of
                  the Collateral  upon terms calling for payments in the future,
                  any  Collateral so sold may be retained by the Pledgees  until
                  the selling  price is paid by the purchaser  thereof,  but the
                  Pledgees  shall incur no  liability in the case of the failure
                  of such  purchaser  to take up and pay for the  Collateral  so
                  sold and, in the case of such  failure,  such  Collateral  may
                  again be sold upon like notice. The Pledgees, however, instead
                  of exercising  the power of sale herein  conferred  upon them,
                  may  proceed  by a  suit  or  suits  at law  or in  equity  to
                  foreclose the security  interest and sell the  Collateral,  or
                  any portion thereof,  under a judgment or decree of a court or
                  courts of  competent  jurisdiction,
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<PAGE>

                  the Pledgor  having been given due notice of all such  action.
                  The Pledgees shall incur no liability as a result of a sale of
                  the  Collateral or any part thereof.  All proceeds of any such
                  sale,  after deducting the reasonable  expenses and reasonable
                  attorneys' fees incurred in connection  with such sale,  shall
                  be applied in reduction of the Obligations, and the remainder,
                  if any, shall be paid to the Pledgor.


                  8. Application of Proceeds;  Release. The proceeds of any sale
or  enforcement of or against all or any part of the  Collateral,  and any other
cash or collateral at the time held by the Pledgees hereunder,  shall be applied
by the Pledgees first to the payment of the reasonable costs of any such sale or
enforcement,  then to reimburse the Pledgees for any damages,  costs or expenses
incurred by the Pledgees as a result of an Event of Default, then to the payment
of the  principal  amount or stated valued (as  applicable)  of, and interest or
dividends  (as  applicable)  and any  other  payments  due in  respect  of,  the
Obligations.  The remainder,  if any,  shall be paid to the Pledgor.  As used in
this  Agreement,  "proceeds"  shall mean  cash,  securities  and other  property
realized in respect of, and distributions in kind of, the Collateral,  including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.

                  9. Representations and Warranties.

                  (a) The Pledgor hereby represents and warrants to the Pledgees
that:

                                    (i) the Pledgor has full power and authority
                  and  legal  right to pledge  the  Collateral  to the  Pledgees
                  pursuant to this  Agreement and this  Agreement  constitutes a
                  legal,   valid  and  binding   obligation   of  the   Pledgor,
                  enforceable in accordance with its terms.

                                    (ii) the execution, delivery and performance
                  of this Agreement and other  instruments  contemplated  herein
                  will not violate any  provision  of any order or decree of any
                  court  or  governmental  instrumentality  or of any  mortgage,
                  indenture, contract or other agreement to which the Pledgor is
                  a party or by which  the  Pledgor  and the  Collateral  may be
                  bound,  and will not result in the creation or  imposition  of
                  any lien,  charge or encumbrance on, or security  interest in,
                  any of the Pledgor's  properties pursuant to the provisions of
                  such mortgage, indenture, contract or other agreement.

                                    (iii) the  Pledgor  is the sole  record  and
                  beneficial owner of all of the Shares; and

                                    (iv) the Pledgor  owns the  Collateral  free
                  and clear of all Liens.

                  (b) The Company represents and warrants to the Pledgees that:

                                    (i)  it  has no  knowledge  that  any of the
                  representations  or  warranties  of  the  Pledgor  herein  are
                  incorrect or false in any material respect;

                                    (ii) all of the Shares were validly  issued,
                  fully paid and non-assessable; and

                                    (iii) the  Pledgor is the  record  holder of
                  the Shares.

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<PAGE>



                  10. No Waiver; No Election of Remedies. No failure on the part
of the Pledgees to exercise,  and no delay in  exercising,  any right,  power or
remedy  hereunder  shall  operate as a waiver  thereof;  nor shall any single or
partial  exercise by the  Pledgees of any right,  power or remedy  preclude  any
other or further exercise  thereof or the exercise of any other right,  power or
remedy. The remedies herein provided are cumulative and are not exclusive of any
remedies  provided by law. In  addition,  the exercise of any right or remedy of
the Pledgees at law or equity or under this  Agreement  or any of the  documents
shall not be deemed to be an election of Pledgee's rights or remedies under such
documents or at law or equity.

                  11. Termination. This Agreement shall terminate on the date on
which all  Obligations  have been  performed,  satisfied,  paid or discharged in
full.

                  12. Further  Assurances.  The parties hereto agree that,  from
time to time upon the written request of any party hereto, they will execute and
deliver such further  documents  and do such other acts and things as such party
may reasonably  request in order fully to effect the purposes of this Agreement.
The  Pledgees  acknowledge  that  they are  aware  that  Pledgor  shall  have no
obligations  whatsoever to the Pledgees  beyond the  Collateral  pledged for the
Obligations set forth herein,  and no request for further assurance may or shall
increase such Obligations.

                  13. Miscellaneous.

                  (a)   Modification.   This   Agreement   contains  the  entire
understanding  between the parties with respect to the subject matter hereof and
specifically  incorporates all prior oral and written agreements relating to the
subject matter hereof. No portion or provision of this Agreement may be changed,
modified,  amended,  waived,  supplemented,  discharged,  canceled or terminated
orally or by any course of dealing,  or in any manner other than by an agreement
in writing, signed by the party to be charged.

                  (b)  Notice.  Any and all notices or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York City time) on a Business Day (as defined in the Purchase  Agreement),  (ii)
the Business Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile  telephone  number specified in this
Agreement later than 6:30 p.m. (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the Business Day following
the  date of  mailing,  if  sent  by  nationally  recognized  overnight  courier
services,  or (iv) upon  actual  receipt  by the  party to whom  such  notice is
required to be given. The address for such notices and  communications  shall be
as follows:

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<PAGE>


                   If to the Company:


                                       Torbay Holdings, Inc.
                                       4 Mulford Place, Suite 2G
                                       Hempstead, New York 11550
                                       Attention: William Thomas Large
                                       Facsimile: 509-472-4654

                   With copies to:     Seth A. Farbman, PC
                                       301 Eastwood Road
                                       Woodmere, New York 11598
                                       Attention: Seth A. Farbman, Esq.
                                       Facsimile: 516-569-6084

                   If to the Pledgor:  William Thomas Large
                                       c/o Torbay Holdings, Inc.
                                       4 Mulford Place, Suite 2G
                                       Hempstead, New York 11550
                                       Attention: William Thomas Large
                                       Facsimile: 509-472-4654

                   If to the Pledgees: AJW Partners, LLC
                                       1044 Northern Boulevard
                                       Suite 302
                                       Roslyn, New York 11576
                                       Facsimile No.: (516) 739-7115
                                       Attn: Corey S. Ribotsky

                                       New Millennium Capital Partners II, LLC
                                       1044 Northern Boulevard
                                       Suite 302
                                       Roslyn, New York 11576
                                       Facsimile No.: (516) 739-7115
                                       Attn: Corey S. Ribotsky

                                       AJW Offshore, Ltd.
                                       1044 Northern Boulevard
                                       Suite 302
                                       Roslyn, New York 11576
                                       Facsimile No.: (516) 739-7115
                                       Attn: Corey S. Ribotsky

                                       and


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<PAGE>


                                       AJW Qualified Partners, LLC
                                       1044 Northern Boulevard
                                       Suite 302
                                       Roslyn, New York 11576
                                       Facsimile No.: (516) 739-7115
                                       Attn: Corey S. Ribotsky

                    With copies to:    Ballard Spahr Andrews & Ingersoll, LLP
                                       1735 Market Street, 51st Fl.
                                       Philadelphia, PA 19103
                                       Facsimile No.: (215) 864-8999
                                       Attn: Gerald J. Guarcini, Esq.

                  (c) Invalidity.  If any part of this Agreement is contrary to,
prohibited  by, or deemed invalid under  applicable  laws or  regulations,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

                  (d) Benefit of Agreement. This Agreement shall be binding upon
and inure to the parties hereto and their respective successors and assigns.

                  (e) Mutual Agreement. This Agreement embodies the arm's length
negotiation  and mutual  agreement  between the parties  hereto and shall not be
construed against either party as having been drafted by it.

                  (f) New York Law to Govern.  This Agreement  shall be governed
by and construed and enforced in accordance  with the internal laws of the State
of New York without regard to the  principals of conflicts of law thereof.  Each
party hereby irrevocably submits to the 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 or that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding by mailing a copy thereof to such party at the
address in effect for  notices to it under this  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.



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<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Guaranty and Pledge Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.

                                  TORBAY HOLDINGS, INC.


                                  By:
                                  ----------------------------------------
                                  William Thomas Large
                                  President and Chief Executive Officer


                                  Pledgees:

                                  AJW PARTNERS, LLC
                                  By: SMS Group, LLC


                                  By:
                                  ----------------------------------------
                                  Corey S. Ribotsky
                                  Manager

                                  NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                  By: First Street Manager II, LLC


                                  By:
                                  ----------------------------------------
                                  Corey S. Ribotsky
                                  Manager

                                  AJW OFFSHORE, LTD.
                                  By: First Street Manager II, LLC


                                  By:
                                  ----------------------------------------
                                  Corey S. Ribotsky
                                  Manager

                                  AJW QUALIFIED PARTNERS, LLC
                                  By: AJW Manager, LLC


                                  By:
                                  ----------------------------------------
                                  Corey S. Ribotsky
                                  Manager

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<PAGE>

                                  Pledgor:



                                  William Thomas Large


                                  Number of Shares subject to this pledge: ____


                                  Date such Shares were acquired: ________



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