STOCK PLEDGE AGREEMENT

                  STOCK PLEDGE  AGREEMENT,  dated as of April 23, 1999,  made by
The  Translation  Group,  Ltd.,  a  Delaware  corporation  with an address of 30
Washington Avenue,  Haddonfield,  New Jersey 08033 (the "PLEDGOR"),  in favor of
Planet  Access  Networks,  Inc., a New Jersey  corporation  with an address of 7
Waterloo Road, Suite 202, Stanhope, New Jersey 07874 (the "PLEDGEE").


                                    RECITALS

                  Pursuant to the Stock  Purchase  Agreement,  dated as of April
23, 1999 (as amended,  supplemented or otherwise modified from time to time, the
"STOCK  PURCHASE  AGREEMENT"),  among  Pledgor  and the  Pledgee  of  even  date
herewith,  Pledgor has made a commitment to provide,  on or before September 15,
1999 (i) $900,000 in  immediately  available  funds to Pledgee;  and either (ii)
additional  financing  in the amount of  $4,000,000,  less  transaction  related
costs,  through an initial public  offering of Pledgee's  common stock; or (iii)
additional   financing  in  the  amount  of  $4,000,000  directly  from  Pledgor
(collectively, the "Commitments"). It is a condition precedent to the obligation
of the Pledgee to enter into the Stock Purchase Agreement that the Pledgor shall
have executed and delivered this Pledge Agreement to the Pledgee.


                  NOW, THEREFORE, in consideration of the premises and to induce
the  Pledgee to enter into the Stock  Purchase  Agreement,  the  Pledgor  hereby
agrees with the Pledgee, as follows:

                  1. DEFINED TERMS. (a) Unless otherwise  defined herein,  terms
which are defined in the Stock Purchase Agreement and used herein shall have the
meanings given to them in the Stock Purchase Agreement.

                  (b) The following terms shall have the following meanings:

                  "ADDITIONAL  PLEDGED STOCK" shall have the meaning provided in
any supplement to this Stock Pledge Agreement delivered pursuant to Section 5(e)
hereof.

                  "CODE" means the Uniform  Commercial Code from time to time in
effect in the State of Missouri.

                  "COLLATERAL" means the Pledged Stock and all Proceeds.

                  "EVENT OF DEFAULT" means the failure of Pledgor to fulfill the
Commitments.

                  "ISSUER" means the issuer identified on Schedule I hereto.



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                  "PLEDGE  AGREEMENT"  means this  Stock  Pledge  Agreement,  as
amended, supplemented or otherwise modified from time to time.

                  "PLEDGED  STOCK"  means the shares of capital  stock listed on
Schedule I hereto,  together with all stock  certificates,  options or rights of
any nature  whatsoever  which may be issued or granted the Pledgor in respect of
the Pledged Stock while this Pledge Agreement is in effect.

                  "PROCEEDS"  means all  "proceeds"  as such term is  defined in
Section  9-306(1) of the Uniform  Commercial  Code in effect in the State of New
Jersey on the date hereof and, in any event, shall include,  without limitation,
all  dividends or other income from the Pledged  Stock,  collections  thereon or
distributions with respect thereto.

                  "SECURED  OBLIGATIONS"  is  the  collective  reference  to the
Obligations.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  (c) The words "hereof",  "herein" and "hereunder" and words of
similar  import  when used in this Pledge  Agreement  shall refer to this Pledge
Agreement  as a  whole  and  not to any  particular  provision  of  this  Pledge
Agreement,  and Section,  Schedule,  Annex,  and Exhibit  references are to this
Pledge Agreement unless otherwise specified. The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such
terms.

                  2.  PLEDGE;  GRANT OF SECURITY  INTEREST.  The Pledgor  hereby
delivers to the Pledgee all the Pledged  Stock and hereby grants to the Pledgee,
a first  security  interest in the  Collateral,  as collateral  security for the
prompt and  complete  payment and  performance  when due  (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations.

                  3.  STOCK  POWERS.  Concurrently  with  the  delivery  to  the
Administrative Agent of each certificate  representing one or more shares of the
Pledged  Stock,  the Pledgor shall deliver an undated stock power  covering such
certificate,  duly executed in blank with, if the Pledgee so requests, signature
guaranteed.


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                  4. REPRESENTATIONS AND WARRANTIES.  The Pledgor represents and
warrants that:

                  (a) the Pledgor is the record and beneficial owner of, and has
         title to, the  Pledged  Stock,  free of any and all Liens or options in
         favor of, or claims of, any other  Person,  except the Lien  created by
         this Pledge Agreement; and

                  (b) upon  delivery  to the  Pledgee of the stock  certificates
         evidencing the Pledged Stock (and assuming the continuing possession by
         Pledgee of such stock  certificate in accordance with the  requirements
         of applicable  law), the Lien granted pursuant to this Pledge Agreement
         will  constitute  a  valid,   perfected  first  priority  Lien  on  the
         Collateral  in favor of the  Pledgee,  enforceable  as such against all
         creditors  of the Pledgor and any Persons  purporting  to purchase  any
         Collateral from the Pledgor.

                  5.  COVENANTS.  The  Pledgor  covenants  and  agrees  with the
Pledgee that, from and after the date of this Pledge Agreement until the Secured
Obligations are paid in full and the Commitments have been terminated:

                  (a) If the Pledgor shall,  as a result of its ownership of the
         Pledged  Stock,  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 any  certificate
         issued  in  connection  with any  reorganization),  option  or  rights,
         whether in addition to, in substitution  for, as a conversion of, or in
         exchange for any shares of the Pledged  Stock,  or otherwise in respect
         thereof,  the Pledgor shall accept the same as the Pledgee's,  hold the
         same in trust for the Pledgee and  deliver  the same  forthwith  to the
         Pledgee in the exact form received, duly endorsed by the Pledgor to the
         Pledgee,  if required,  together with an undated  stock power  covering
         such  certificate  duly  executed in blank and with,  if the Pledgee so
         requests,  signature guaranteed,  to be held by the Pledgee, subject to
         the terms  hereof as  additional  collateral  security  for the Secured
         Obligations. Any sums paid upon or in respect of the Pledged Stock upon
         the  liquidation or dissolution of the Issuer shall be paid over to the
         Pledgee as additional  collateral security for the Secured Obligations,
         and in case any  distribution of capital shall be made on or in respect
         of the Pledged Stock or any property shall be distributed  upon or with
         respect  to the  Pledged  Stock  pursuant  to the  recapitalization  or
         reclassification  of the  capital  of the  Issuer  or  pursuant  to the
         reorganization  thereof, the property so distributed shall be delivered
         to the Pledgee to be held by it for the ratable benefit of the Pledgees
         and the Pledgor,  subject to the terms hereof, as additional collateral
         security for the Secured Obligations.  If any sums of money or property
         so paid or  distributed  in  respect  of the  Pledged  Stock  shall  be
         received  by the  Pledgor,  the  Pledgor  shall,  until  such  money or
         property  is paid or  delivered  to the  Pledgee,  hold  such  money or
         property in trust for the Pledgee as additional collateral security for
         the Secured Obligations.


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<PAGE>

                  (b) The Pledgor shall maintain the security  interest  created
         by this Pledge Agreement as a first,  perfected  security  interest and
         shall defend such security  interest  against the claims and demands of
         all  Persons  whomsoever.  At any time and from time to time,  upon the
         written request of the Pledgee, and at the sole expense of the Pledgor,
         the Pledgor  will  promptly  and duly  execute and deliver such further
         instruments  and documents and take such further actions as the Pledgee
         may reasonably  request for the purposes of obtaining or preserving the
         full  benefits  of this Pledge  Agreement  and of the rights and powers
         herein  granted.  If any amount payable under or in connection with any
         of the Collateral  shall be or become evidenced by any promissory note,
         other  instrument or chattel  paper,  such note,  instrument or chattel
         paper shall be immediately delivered to the Pledgee, duly endorsed in a
         manner  satisfactory to the Pledgee,  to be held as Collateral pursuant
         to this Pledge Agreement.

                  (c) The  Pledgor  agrees  to  pay,  and to  save  the  Pledgee
         harmless  from, any and all  liabilities  with respect to, or resulting
         from any delay in  paying,  any and all stamp,  excise,  sales or other
         taxes which may be payable or  determined to be payable with respect to
         any of the  Collateral  or in connection  with any of the  transactions
         contemplated by this Pledge Agreement.

                  6. CASH DIVIDENDS;  VOTING RIGHTS.  Unless an Event of Default
shall have occurred and be continuing and the Pledgee shall have given notice to
the  Pledgor  of the  Pledgee's  intent to  exercise  its  corresponding  rights
pursuant to Section 7 below,  the Pledgor shall be permitted to receive all cash
dividends  paid in the normal course of business of the Issuer in respect of the
Pledged  Stock and to exercise all voting and  corporate  rights with respect to
the Pledged Stock;  PROVIDED,  HOWEVER,  that no vote shall be cast or corporate
right exercised or other action taken which would impair the Collateral or which
would be  inconsistent  with or result in any  violation of any provision of the
Stock Purchase Agreement or this Pledge Agreement.

                  7. RIGHTS AND OBLIGATIONS OF THE PLEDGEE.

                  (a) If an Event of Default shall occur and be  continuing  and
the  Pledgee  shall give  notice of its intent to  exercise  such  rights to the
Pledgor and at the request of the Pledgee, all shares of the Pledged Stock shall
be registered in the name of the Pledgee or its nominee,  and the Pledgee or its
nominee may  thereafter  exercise  (A) all voting,  corporate  and other  rights
pertaining to such shares of the Pledged Stock at any meeting of shareholders of
the  Issuer or  otherwise  and (B) any and all rights of  conversion,  exchange,
subscription  and any other  rights,  privileges  or options  pertaining to such
shares of the Pledged Stock as if it were the absolute owner thereof (including,
without  limitation,  the right to exchange at its discretion any and all of the
Pledged Stock upon the merger, consolidation,  reorganization,  recapitalization
or other fundamental change in the corporate structure of the Issuer or upon the
exercise  by the  Pledgor  or the  Pledgee  of any  right,  privilege  or option
pertaining to such shares of the Pledged Stock, and in connection therewith, the
right  to  deposit  and  deliver  any  and all of the  Pledged  Stock  with  any
committee,  depository, registrar or other designated agency upon such terms and
conditions as it may  determine),  all without  liability  except to account for
property actually received by it, but the Pledgee shall have no duty to exercise
any such right, privilege or option and shall not be responsible for any failure
to do so or delay in so doing.


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<PAGE>

                  (b) In the  event  that the  Pledgee  elects to  exercise  the
rights  described in Section  7(a),  the Pledgee shall be obligated to return to
Pledgor all consideration received pursuant to the Stock Purchase Agreement less
a $250,000 working capital advance.

                  8. REMEDIES. If an Event of Default shall have occurred and be
continuing,  at any time at the Pledgee's  election,  the Pledgee's  sole remedy
shall be the rights described in Section 7.

                  9. PLEDGEE'S APPOINTMENT AS ATTORNEY-IN-FACT.

                    (a) The Pledgor hereby irrevocably  constitutes and appoints
the Pledgee as its true and lawful  attorney-in-fact with full irrevocable power
and  authority  in the  place and  stead of the  Pledgor  and in the name of the
Pledgor  or in the  Pledgee's  own  name,  from  time to  time in the  Pledgee's
discretion, for the purpose of carrying out the terms of this Agreement, to take
any and all  appropriate  action  and to  execute  any  and  all  documents  and
instruments  which may be necessary or desirable to  accomplish  the purposes of
this Pledge Agreement,  including, without limitation, any financing statements,
endorsements, assignments or other instruments of transfer.

                    (b) The  Pledgor  hereby  ratifies  all that said  attorneys
shall lawfully do or cause to be done pursuant to the power of attorney  granted
in Section  9(a).  All powers,  authorizations  and  agencies  contained in this
Pledge  Agreement  are coupled with an interest and are  irrevocable  until this
Pledge  Agreement is terminated  and the security  interest  created  hereby are
released.

                  10. LIMITATION ON DUTIES REGARDING  COLLATERAL.  The Pledgee's
sole duty with respect to the custody,  safekeeping and physical preservation of
the Collateral in its possession,  under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same  manner as the Pledgee  deals with  similar
securities and property for its own account,  except that the Pledgee shall have
no  obligation  to  invest  funds  held by it and may hold  the  same as  demand
deposits.  The  Pledgee  shall not be liable for  failure to demand,  collect or
realize  upon  any of the  Collateral  or for any  delay in doing so or shall be
under any  obligation to sell or otherwise  dispose of any  Collateral  upon the
request  of the  Pledgor  or any  other  Person  or to  take  any  other  action
whatsoever with regard to the Collateral or any part thereof.

                  11.  EXECUTION  OF FINANCING  STATEMENTS.  Pursuant to Section
9-402 of the Code, the Pledgor  hereby  authorizes the Pledgee to file financing
statements  with respect to the Collateral  without the signature of the Pledgor
in such form and in such  filing  offices as the Pledgee  reasonably  determines
appropriate  to perfect the security  interests of the Pledgee under this Pledge
Agreement. A carbon, photographic or other reproduction of this Pledge Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.

                  12. POWERS COUPLED WITH AN INTEREST.  All  authorizations  and
agencies  herein  contained with respect to the Collateral are  irrevocable  and
powers coupled with an interest.


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<PAGE>

                  13.  NOTICES.  Notices,  requests  and  demands to or upon the
Pledgee or the  Pledgor  hereunder  shall be effected in the manner set forth in
Section ____ of the Stock Purchase Agreement.

                  14. SEVERABILITY. Any provision of this Pledge 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 hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  15. PARAGRAPH  HEADINGS.  The paragraph  headings used in this
Pledge Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  16. NO WAIVER.  The Pledgee  shall not by any act (except by a
written instrument pursuant to Section 18 hereof), delay,  indulgence,  omission
or otherwise  be deemed to have waived any right or remedy  hereunder or to have
acquiesced  in any  Default  or Event of  Default or in any breach of any of the
terms  and  conditions  hereof.  No  failure  to  exercise,  nor  any  delay  in
exercising,  on the part of the Pledgee, any right, power or privilege hereunder
shall operate as a waiver thereof.  No single or partial  exercise of any right,
power or  privilege  hereunder  shall  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the
Pledgee  of any  right or  remedy  hereunder  on any one  occasion  shall not be
construed as a bar to any right or remedy which the Pledgee would otherwise have
on any future occasion.

                  17. WAIVERS AND AMENDMENTS;  SUCCESSORS AND ASSIGNS; GOVERNING
LAW.  None of the terms or  provisions  of this Pledge  Agreement may be waived,
amended,  supplemented  or  otherwise  modified  except by a written  instrument
executed by the Pledgor,  and the Pledgee,  PROVIDED  that any provision of this
Pledge Agreement may be waived by the Pledgee in a letter or agreement  executed
by the Pledgee or by telex or  facsimile  transmission  from the  Pledgee.  This
Pledge Agreement shall be binding upon the successors and assigns of the Pledgor
and shall inure to the benefit of the Pledgee and its respective  successors and
assigns.  This  Pledge  Agreement  shall  be  governed  by,  and  construed  and
interpreted in accordance with, the laws of the state of New Jersey.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>



                                                          Stock Pledge Agreement




                  IN WITNESS  WHEREOF,  the  undersigned  has caused this Pledge
Agreement to be duly executed and delivered as of the date first above written.

                                                  THE TRANSLATION GROUP, LTD.



                                               By:______________________________
                                                  Title:



<PAGE>

                                                          Stock Pledge Agreement




                      SCHEDULE I TO STOCK PLEDGE AGREEMENT


                          DESCRIPTION OF PLEDGED STOCK


                                                                       STOCK
NAME OF                          CLASS OF         CERTIFICATE           NO. OF
ISSUER                            STOCK               NO.               SHARES


Planet Access Networks, Inc.     Common            ________           _________