Exhibit 10.6

                       INSIDER PLEDGE AND ESCROW AGREEMENT

      THIS INSIDER  PLEDGE AND ESCROW  AGREEMENT (the  "Agreement")  is made and
entered into as of December 23, 2005 (the "Effective  Date") by and among MICHAL
YOUNG (the "Pledgor"),  CORNELL CAPITAL  PARTNERS,  LP (the  "Pledgee"),  SENSOR
SYSTEM  SOLUTIONS,  INC.,  a  Nevada  corporation  (the  "Company"),  and  DAVID
GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

                                    RECITALS:

      WHEREAS,  the Company shall issue and sell to the Pledgee,  as provided in
the Securities  Purchase Agreement of even date herewith between the Company and
the  Pledgee  (the  "Securities  Purchase  Agreement"),  and the  Pledgee  shall
purchase  up  to  One  Million  Dollars   ($1,000,000)  of  secured  convertible
debentures  (the  "Convertible  Debentures"),  which shall be  convertible  into
shares of the  Company's  common  stock,  par value $0.01 per share (the "Common
Stock") (as converted, the "Conversion Shares");

      WHEREAS, to induce the Pledgee to enter into the transaction  contemplated
by the Securities Purchase Agreement,  the Convertible Debentures,  the Investor
Registration  Rights Agreement of even date herewith between the Company and the
Pledgee (the "Investor Registration Rights Agreement"),  the Escrow Agreement of
even date  herewith  among the Company,  the Pledgee,  and the Escrow Agent (the
"Escrow  Agreement"),  and the Irrevocable Transfer Agent Instructions among the
Company, the Pledgee,  Worldwide Stock Transfer,  LLC, and the Escrow Agent (the
"Transfer Agent  Instructions")  (collectively  referred to as the  "Transaction
Documents"),  the  Pledgor has agreed to  irrevocably  pledge to the Pledgee Ten
Million  Seventy-Five  Thousand Three Hundred Fifty Seven  (10,075,357))  shares
(the  "Pledged  Shares") of Common  Stock  beneficially  owned by the Pledgor in
accordance with this Agreement.

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

1.  Obligations  Secured.  The  obligations  secured  hereby  are  any  and  all
obligations of the Company now existing or hereinafter  incurred to the Pledgee,
whether oral or written and whether arising before,  on or after the date hereof
including,  without limitation,  those obligations of the Company to the Pledgee
under the  Transaction  Documents and any other amounts now or hereafter owed to
the Pledgee by the Company thereunder (collectively, the "Obligations").

2. Pledge and Transfer of Pledged  Shares.  The Pledgor hereby grants to Pledgee
an  irrevocable,  first  priority  security  interest in all  Pledged  Shares as
security for the Company's Obligations. Simultaneously with the execution of the
Transaction  Documents,  the  Pledgor  shall  deliver to the Escrow  Agent stock

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certificates  made out in favor of the Pledgor  representing the Pledged Shares,
together with duly executed stock powers or other appropriate transfer documents
with  medallion  bank  guarantees  and  executed  in blank by the  Pledgor  (the
"Transfer Documents"),  and such stock certificates and Transfer Documents shall
be held by the Escrow Agent until the full payment of all Obligations due to the
Pledgee,  including  the  repayment  of all  amounts  owed by the Company to the
Pledgee  under  the  Convertible   Debentures  (whether  outstanding  principal,
interest, legal fees, or any other amounts owed to the Pledgee by the Company).

3. Rights Relating to Pledged Shares. Upon the occurrence of an Event of Default
(as defined  herein),  the Pledgee shall be entitled to vote the Pledged Shares,
receive dividends and other  distributions  thereon,  and enjoy all other rights
and  privileges  incident  to the  ownership  of the  number of  Pledged  Shares
actually released from escrow in accordance with Section 6.1 hereof.

4.  Release  of  Pledged  Shares  from  Pledge.  Upon  the full  payment  of all
Obligations  due to the Pledgee under the Transaction  Documents,  including the
repayment  of  all  amounts  owed  by  the  Company  to the  Pledgee  under  the
Convertible Debentures (whether outstanding principal, interest, legal fees, and
any other amounts owed to the Pledgee by the Company),  the parties hereto shall
notify the Escrow Agent to such effect in writing. Promptly upon receipt of such
written  notice,  the Escrow  Agent shall  return to the  Pledgor  the  Transfer
Documents and the certificates representing the Pledged Shares (collectively the
"Pledged  Materials"),  whereupon  any and all rights of Pledgee in the  Pledged
Materials shall be terminated.

5. Event of  Default.  An "Event of  Default"  shall be deemed to have  occurred
under this Agreement upon an Event of Default under the Convertible Debentures.

6. Remedies.

            a. Upon and anytime after the occurrence of an Event of Default, the
Pledgee shall have the right to provide  written notice of such Event of Default
(the "Default Notice") to the Escrow Agent, with a copy to the Pledgor.  As soon
as  practicable  after  receipt of the Default  Notice,  the Escrow  Agent shall
deliver to Pledgee the Pledged  Materials  held by the Escrow  Agent  hereunder.
Upon receipt of the Pledged  Materials,  the Pledgee shall have the right to (i)
sell the Pledged  Shares and to apply the  proceeds  of such  sales,  net of any
selling commissions, to the Obligations owed to the Pledgor by the Company under
the Transaction Documents, including, without limitation, outstanding principal,
interest,  legal fees,  and any other amounts owed to the Pledgee,  and exercise
all other rights and (ii) any and all  remedies of a secured  party with respect
to such  property as may be available  under the Uniform  Commercial  Code as in
effect in the State of New Jersey.  To the extent that the net proceeds received
by the Pledgee are  insufficient to satisfy the Obligations in full, the Pledgee
shall be entitled to a  deficiency  judgment  against the Pledgor or the Company
for such amount. The Pledgee shall have the absolute right to sell or dispose of
the Pledged  Shares in any manner it sees fit and shall have no liability to the
Pledgor, the Company or any other party for selling or disposing of such Pledged
Shares even if other methods of sales or  dispositions  would or allegedly would
result in greater proceeds than the method actually used. The Escrow Agent shall
have the absolute right to disburse the Pledged Shares to the Pledgee in batches

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not to exceed 9.9% of the outstanding capital of the Company (which limit may be
waived by the Pledgee  providing not less than 65 days' prior written  notice to
the Escrow Agent).  The Pledgee shall return any Pledged  Shares  released to it
and remaining after the Pledgee has applied the net proceeds to all amounts owed
to the Pledgee.

            b. Each right,  power and remedy of the Pledgee provided for in this
Agreement or any other  Transaction  Document shall be cumulative and concurrent
and shall be in  addition  to every  other  such  right,  power or  remedy.  The
exercise or  beginning  of the exercise by the Pledgee of any one or more of the
rights,  powers  or  remedies  provided  for in  this  Agreement  or  any  other
Transaction  Document  or now or  hereafter  existing  at law or in equity or by
statute or otherwise  shall not preclude the  simultaneous  or later exercise by
the  Pledgee of all such other  rights,  powers or  remedies,  and no failure or
delay on the part of the  Pledgee to exercise  any such  right,  power or remedy
shall operate as a waiver thereof.  No notice to or demand on the Pledgor in any
case shall  entitle  it to any other or  further  notice or demand in similar or
other  circumstances  or constitute a waiver of any of the rights of the Pledgee
to any other further action in any circumstances  without demand or notice.  The
Pledgee  shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.

7. Representations, Warranties and Covenants.

            a. The Pledgor represents, warrants and covenants that:

                  (i) Pledgor is, and at the time when  pledged  hereunder  will
be, the legal,  beneficial and record owner of, and has (and will have) good and
valid  title to, all Pledged  Shares  pledged  hereunder,  subject to no pledge,
lien,  mortgage,  hypothecation,  security  interest,  charge,  option  or other
encumbrance whatsoever;

                  (ii)  Pledgor  has full  power,  authority  and legal right to
pledge all the Pledged Shares pledged pursuant to this Agreement; and

                  (iii)  all the  Pledged  Shares  have  been  duly and  validly
issued,  are fully  paid and  non-assessable  and are  subject  to no options to
purchase or similar rights.

            b. The Pledgor  covenants and agrees to take all reasonable steps to
defend the Pledgee's  right,  title and security  interest in and to the Pledged
Shares and the  proceeds  thereof  against the claims and demands of all persons
whomsoever  (other  than the  Pledgee  and the Escrow  Agent);  and the  Pledgor
covenants  and  agrees  that it will have like  title to and right to pledge any
other  property  at any time  hereafter  pledged to the  Pledgee  as  Collateral
hereunder  and will  likewise  take all  reasonable  steps to  defend  the right
thereto and security interest therein of the Pledgee.

            c. The Pledgor  covenants  and agrees to take no action  which would
violate or be inconsistent with any of the terms of any Transaction Document, or
which  would have the effect of  impairing  the  position  or  interests  of the
Pledgee under any Transaction Document.

            d. The  Pledgor  represents,  warrants  and  covenants  that (i) the
Pledgor has been the beneficial  owner of the Pledged Shares for a period of not
less  than  eight  (8)  months  as  computed  in  accordance  with  Rule  144(d)
promulgated  under  the  Securities  Act of 1933,  as  amended,  and  (ii)  this

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Agreement is made with recourse.  Upon an Event of Default, the Pledgee shall be
deemed to have acquired the Pledged Shares on the date they were acquired by the
Pledgor.  The Pledgor is an "affiliate" of the Company,  as such term is defined
in Rule 144(a) promulgated under the Securities Act of 1933, as amended.

8. Concerning the Escrow Agent.

            a. The Escrow  Agent  undertakes  to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

            b.  The  Escrow  Agent  may act in  reliance  upon  any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

            c. Pledgee and the Pledgor hereby agree, to defend and indemnify the
Escrow Agent and hold it harmless from any and all claims, liabilities,  losses,
actions, suits, or proceedings at law or in equity, or any other expenses, fees,
or charges of any character or nature which it may incur or with which it may be
threatened by reason of its acting as Escrow Agent under this Agreement;  and in
connection  therewith,  to  indemnify  the  Escrow  Agent  against  any  and all
expenses,  including attorneys' fees and costs of defending any action, suit, or
proceeding  or resisting  any claim (and any costs  incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a
lien on all property deposited hereunder, for indemnification of attorneys' fees
and court  costs  regarding  any suit,  proceeding  or  otherwise,  or any other
expenses,  fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Agreement and instructions given to the
Escrow  Agent  hereunder,  or  otherwise,  with the right of the  Escrow  Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said  additional  expenses,  fees, and charges shall be fully paid. Any fees and
costs  charged by the Escrow  Agent for serving  hereunder  shall be paid by the
Pledgor.

            d.  If  any  of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

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<PAGE>

            e. The Escrow  Agent may consult with counsel of its own choice (and
the costs of such  counsel  shall be paid by the Pledgor and  Pledgee) and shall
have full and  complete  authorization  and  protection  for any action taken or
suffered by it  hereunder  in good faith and in  accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.

            f. The Escrow Agent may resign upon ten (10) days' written notice to
the parties in this  Agreement.  If a successor  Escrow  Agent is not  appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

9. Conflict  Waiver.  The Pledgor hereby  acknowledges  that the Escrow Agent is
general counsel to the Pledgee, a partner in the general partner of the Pledgee,
and counsel to the Pledgee in connection with the transactions  contemplated and
referred herein.  The Pledgor agrees that in the event of any dispute arising in
connection  with this Agreement or otherwise in connection  with any transaction
or  agreement  contemplated  and  referred  herein,  the Escrow  Agent  shall be
permitted to continue to represent  the Pledgee and the Pledgor will not seek to
disqualify such counsel and waives any objection Pledgor might have with respect
to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

10. Notices. Unless otherwise provided herein, all demands,  notices,  consents,
service of process,  requests  and other  communications  hereunder  shall be in
writing and shall be  delivered in person or by overnight  courier  service,  or
mailed by certified mail, return receipt requested, addressed:

If to the Company, to:          Sensor System Solutions, Inc.
                                45 Parker Avenue, Suite A
                                Irvine, CA 92618
                                Attention:  Michael Young, CEO
                                Telephone:  (949) 855-6688
                                Facsimile:  (949) 855-6685

With a copy to:                 Kirkpatrick & Lockhart Nicholson Graham, LLP
                                201 South Biscayne Boulevard, Suite 2000
                                Miami, Florida 33131
                                Attention:  Clayton E. Parker, Esq.
                                Telephone:  (305) 539-3306
                                Facsimile:  (305) 328-7095

If to the Pledgee:              Cornell Capital Partners LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07302
                                Attention:  Mark A. Angelo
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-8744

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<PAGE>

With copy to:                   Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07302
                                Attention:  David Gonzalez, Esq.
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-1964

If to the Pledgor, to:          Michael Young
                                17 Utah
                                Irvine, CA 92618
                                Telephone:  (949)559-1738

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

11. Binding Effect. All of the covenants and obligations  contained herein shall
be binding upon and shall inure to the benefit of the respective parties,  their
successors and assigns.

12. Governing Law; Venue; Service of Process.  The validity,  interpretation and
performance of this Agreement shall be determined in accordance with the laws of
the State of New Jersey  applicable to contracts made and to be performed wholly
within that state  except to the extent that  Federal law  applies.  The parties
hereto agree that any  disputes,  claims,  disagreements,  lawsuits,  actions or
controversies  of any type or nature  whatsoever  that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be  brought  in the state  superior  courts  located in Hudson
County, New Jersey or Federal district courts located in Newark, New Jersey, and
the parties  hereto  agree not to challenge  the  selection of that venue in any
such proceeding for any reason,  including,  without limitation,  on the grounds
that such venue is an inconvenient  forum. The parties hereto specifically agree
that  service  of process  may be made,  and such  service  of process  shall be
effective if made, pursuant to Section 8 hereto.

13.  Enforcement  Costs. If any legal action or other  proceeding is brought for
the enforcement of this  Agreement,  or because of an alleged  dispute,  breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

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14. Remedies  Cumulative.  No remedy herein conferred upon any party is intended
to be  exclusive  of any other  remedy,  and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law, in equity, by statute, or otherwise.  No single or
partial  exercise  by any party of any right,  power or remedy  hereunder  shall
preclude any other or further exercise thereof.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute the same instrument.

16. No  Penalties.  No provision of this  Agreement  is to be  interpreted  as a
penalty upon any party to this Agreement.

17.  JURY  TRIAL.  EACH  OF  THE  PLEDGEE  AND  THE  PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.

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      IN WITNESS  WHEREOF,  the parties  hereto have duly  executed this Insider
Pledge and Escrow Agreement as of the date first above written.


                              Cornell Capital Partners, LP

                              By:    Yorkville Advisors, LLC
                              Its:   General Partner

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


                              Michael Young

                              By:
                                 --------------------------
                              Name:  Michael Young


                              Sensor System Solutions, Inc.

                              By:
                                 --------------------------
                              Name:  Michael Young
                              Title: Chief Executive Officer


                              Escrow Agent

                              By:
                                 --------------------------
                              Name:  David Gonzalez, Esq.


      FOR VALUE  RECEIVED,  the Pledgor  hereby  unconditionally  and absolutely
guarantees the Company's  Obligations (as defined above). This Agreement is made
with recourse.


      By:
         -----------------
      Name:  Michael Young

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