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                                PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of March 19, 2002, made by CROSS MEDIA
MARKETING CORPORATION, a Delaware corporation (together with its successors and
permitted assigns, the "Pledgor"), to FLEET NATIONAL BANK, a national banking
association organized under the laws of the United States, as agent for the
Lenders and the Issuing Lender (in such capacity, together with its successors
and assigns, the "Agent") (as amended, supplemented or otherwise modified from
time to time, this "Agreement").

         WHEREAS, pursuant to that certain Credit Agreement, dated as of March
19, 2002 among Pledgor, Media Outsourcing, Inc., National Syndications, Inc. and
Preferred Consumer Marketing, Inc. (collectively, the "Borrowers'), each of the
Lenders, the Agent and Fleet National Bank as the Issuing Lender (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
the Lenders have severally agreed to make Loans to the Borrowers, and the
Issuing Lender has agreed to issue Letters of Credit, upon the terms and subject
to the conditions set forth therein;

         WHEREAS, the Pledgor is the record and beneficial owner of all of the
issued and outstanding shares of capital stock of each corporation listed on
Exhibit A attached hereto (the "Subsidiaries"); and

         WHEREAS, it is a condition to the obligation of the Lenders to make
their respective Loans to the Borrowers under the Credit Agreement, and the
obligation of the Issuing Lender to issue Letters of Credit, that the Pledgor
shall have executed and delivered this Agreement to the Agent;

         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

         Capitalized terms used herein and not otherwise defined shall have the
meanings assigned by the Credit Agreement. As used in this Agreement the
following terms have the following meanings (terms defined in the singular to
have a correlative meaning when used in the plural and vice versa):

                  "Collateral" shall mean the Pledged Stock and the Proceeds.

                  "Pledged Stock" shall mean all of the Pledgor's now existing
and hereafter arising interests in and to all of the capital stock and other
equity securities of the Subsidiaries (and any option, rights and other
securities convertible into or granting the right to purchase or exchange for
any capital stock or other equity securities of the Subsidiaries), whether now
existing or owned or hereafter created or acquired, wherever located, including
substitutions, accessions,
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additions and replacements thereto and thereof, together with all instruments,
stock certificates and other documents evidencing ownership thereof.

                  "Proceeds" shall mean all "proceeds" as such term is defined
in the UCC and, in any event, shall include, without limitation, all dividends,
distributions, profits, payments and other amounts, howsoever denominated,
derived from the Pledged Stock, collections thereon and distributions with
respect thereto.

                  "Stock Certificate" shall mean a certificate evidencing
ownership of any Pledged Stock.

                                   ARTICLE 2.

                     GUARANTY AND GRANT OF SECURITY INTEREST

         Section 2.01. Guaranty and Grant of Security Interest. As security for
the payment and performance of Pledgor's Obligations, Pledgor hereby grants to
the Agent for the ratable benefit of the Lenders and the Issuing Lender, a
continuing security interest in and a general lien upon the Collateral.

                                    ARTICLE 3

              REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR

         The Pledgor hereby represents and warrants to, and covenants and agrees
with, the Agent and the Lenders that:

         Section 3.01. Title; No Other Liens. Except for the Lien granted to the
Agent pursuant to this Agreement, Pledgor owns each item of the Collateral free
and clear of any and all Liens or claims of others. Pledgor is the sole legal,
record and beneficial owner of, and has good and marketable title to, the
Pledged Stock in its name. No security agreement, financing statement or other
public notice with respect to all or any part of the Collateral is on file or of
record in any public office, except such as may have been filed in favor of the
Agent pursuant to this Agreement. Pledgor owns no interest in the Subsidiaries
other than the interests evidenced by the Stock Certificates listed on SCHEDULE
3.01.

         Section 3.02. Pledged Stock. The shares of the Pledged Stock listed on
SCHEDULE 3.01 constitute all of the issued and outstanding shares of capital
stock and other equity securities of the Subsidiaries. No shares of capital
stock or other equity securities have been issued by the Subsidiaries that is
not evidenced by a Stock Certificate listed on SCHEDULE 3.01. All of the shares
of the Pledged Stock have been duly and validly issued and are fully paid and
nonassessable. There are no options, rights or other securities convertible into
or granting the


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right to purchase or exchange for any capital stock or other equity securities
of any of the Subsidiaries that are outstanding on the date hereof.

         Section 3.03. Perfected First Priority Liens. Upon the delivery of the
Stock Certificates listed on SCHEDULE 3.01 accompanied by appropriate
instruments of transfer executed in blank, the Liens granted pursuant to this
Agreement shall constitute perfected Liens on the Collateral in favor of the
Agent for the benefit of the Lenders which are prior to all other Liens on the
Collateral created by the Pledgor.

         Section 3.04. Locations of Offices; Change of Locations and Names. The
address of the principal place of business and chief executive office of the
Pledgor is set forth on SCHEDULE 3.04. Pledgor shall not change (x) its
principal place of business or chief executive office, or (y) its name, identity
or corporate structure, to such an extent that any financing statement filed by
the Agent in connection with this Agreement would become seriously misleading,
unless (i) such Pledgor shall have given the Agent at least thirty (30) days'
prior written notice, (ii) if necessary and if requested by Agent within such
30-day period, the Pledgor shall have executed and delivered such financing
statements and other agreements, instruments, certificates and other documents,
and taken such other actions, as may be necessary or desirable, in the opinion
of the Agent, to perfect or preserve the Liens created by this Agreement, (iii)
any necessary financing statements shall have been duly filed under the UCC of
each jurisdiction necessary or desirable to perfect or preserve the Liens
created by this Agreement in favor of the Agent for the benefit of the Lenders
and (iv) such change will not, assuming the actions listed in clauses (ii) and
(iii) are taken, impair in any respect the grant, perfection or priority of the
Liens created by this Agreement.

         Section 3.05. Further Assurances; Financing Statements. At any time and
from time to time, the Pledgor shall, and shall cause the Subsidiaries to, at
its own cost and expense, execute and deliver to the Agent such financing
statements pursuant to the UCC, or amendments or continuations thereof, and such
other agreements, instruments, certificates and other documents, and take such
other actions, as may be necessary or desirable, in the opinion of the Agent, to
further evidence, effect or perfect, or preserve the grant, perfection or
priority of, the Liens created by this Agreement, or to otherwise effectuate the
purposes of this Agreement. To the extent permitted by applicable Law, the
Pledgor hereby authorizes the Agent to execute and file at any time or times one
or more financing statements pursuant to the UCC with respect to any or all of
the Collateral with or without the signature of the Pledgor. Pledgor hereby
agrees that a carbon, photographic or other reproduction of this Agreement or of
a financing statement shall be sufficient as a financing statement.

         Section 3.06. Disposition of Collateral. Except as expressly permitted
by the Credit Agreement or with the prior written consent of the Agent and the
Lenders, the Pledgor shall not sell, lease, assign, transfer or otherwise
dispose of any of the Collateral.

         Section 3.07. Reports. The Pledgor shall report, in form and substance
satisfactory to the Agent, such information as the Agent may request from time
to time regarding the Collateral.

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         Section 3.08. Former Names. All corporate or fictitious names, and
tradenames used by the Pledgor or by which Pledgor has been known during the
preceding five years are set forth on SCHEDULE 3.08.

         Section 3.09. Delivery and Marking of Certain Collateral. The Pledgor
shall, upon the request of the Agent, (i) deliver and pledge to the Agent, duly
endorsed and/or accompanied by such instruments of assignment and transfer in
such form and substance as the Agent may request, any and all instruments,
documents, Stock Certificates and chattel paper which are included in the
Collateral and (ii) keep and stamp or otherwise mark any and all documents and
its books and records relating to the Collateral to evidence this Agreement and
the Liens granted hereby.

         Section 3.10. Notices. The Pledgor shall advise the Agent promptly, in
reasonable detail, at its address set forth in the Credit Agreement, of any Lien
on, or claim asserted against, any of the Collateral.

                  Section 3.11. Certain Additional Covenants.

         (a)      If Pledgor shall, as a result of its ownership of the
Collateral, become entitled to receive or shall receive any Stock Certificate
(including, without limitation, any Stock Certificate issued pursuant to a stock
dividend or a distribution in connection with any reclassification or increase
or reduction of capital, or any Stock Certificate issued in connection with any
reorganization) or any other certificate evidencing any Collateral, the Pledgor
shall accept the same as the agent of the Agent and the Lenders, hold the same
in trust for the Agent and the Lenders and deliver the same forthwith to the
Agent in the exact form received, duly endorsed by the Pledgor to the Agent, if
required, together with an undated stock power covering such Stock Certificate
or other certificate duly executed in blank by the Pledgor and with, if the
Agent so requests, signature guaranteed, to be held by the Agent, subject to the
terms hereof, as additional Collateral. Any sums paid upon or in respect of the
Pledged Stock upon the liquidation or dissolution of the any Subsidiary shall be
paid over to the Agent to be held as additional Collateral, 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
Subsidiaries or pursuant to the reorganization thereof, the capital or property
so distributed shall be delivered to the Agent to be held as additional
Collateral. If any such capital or property so paid or distributed shall be
received by the Pledgor, the Pledgor shall, until such capital or property is
paid or delivered to the Agent, hold such money or property in trust for the
Agent and the Lenders, segregated from other funds of the Pledgor, as additional
Collateral.

         (b)      The Pledgor shall not vote to enable, or take any other action
to permit, the Subsidiaries to issue any capital stock or other equity
securities or to issue any options, rights or other securities convertible into
or granting the right to purchase or exchange for any capital stock or other
equity securities of the Subsidiaries. The Pledgor shall defend the right, title
and interest of the Agent in and to the Collateral against the claims and
demands of all Persons whomsoever.


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         (c)      In the event that the Pledgor shall acquire any other interest
in any of the Subsidiaries, directly or indirectly, prior to the Termination
Date, then at such time, and at the Pledgor's cost and expense, the Pledgor
shall (i) grant to the Agent for the benefit of the Lenders the same rights in
such after-acquired interests as are granted to the Agent herein with respect to
the Collateral and (ii) execute and deliver such modifications to this Agreement
and to all other documents entered into by the Pledgor in connection herewith
which may be necessary or desirable to evidence the granting to the Agent for
the benefit of the Lenders of such rights.

                                   ARTICLE 4.

                          CASH DIVIDENDS; VOTING RIGHTS

Notwithstanding anything to the contrary contained herein, unless an Event of
Default shall have occurred and be continuing, the Pledgor shall be permitted to
receive all cash dividends paid by the Subsidiaries 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, in the Agent's sole discretion, would
impair in any respect the grant, perfection or priority of the Liens created
hereby, or which would be inconsistent with or result in any violation of any
provision of this Agreement or any other Facility Document.

                                   ARTICLE 5.

                        RIGHTS AND REMEDIES UPON DEFAULT

                  If an Event of Default shall occur and be continuing, the
Agent shall have all of the following rights and remedies, in addition to all
other rights and remedies set forth in other sections of this Agreement, in the
other Facility Documents, or provided at law or in equity or otherwise:

                  Section 5.01. Rights Under UCC. Notwithstanding anything to
the contrary contained herein, in addition to all of the rights and remedies
contained in this Agreement, in the other Facility Documents, or provided at law
or in equity or otherwise, the Agent shall have all rights and remedies of a
secured party under the UCC.

                  Section 5.02. Action Pending Disposition. Until the Agent is
able to effect a sale or other disposition of the Collateral, the Agent shall
have the right to use or take such action with respect to the Collateral, or any
part thereof, as it deems appropriate for the purpose of preserving the
Collateral or its value or for any other purpose deemed appropriate by the
Agent.

                  The Agent shall have no obligation to the Pledgor to maintain
or preserve the rights of the Pledgor as against third parties with respect to
the Collateral while the Collateral is in the possession of the Agent. The Agent
may, if it so elects, seek the appointment of a receiver or keeper to take
possession of the Collateral and to enforce any of the Agent's remedies with
respect to such appointment without prior notice or hearing.

                  Section 5.03. Rights of the Accent. (a) If an Event of Default
shall occur and be continuing and the Agent shall give notice of its intent to
exercise such rights to the Pledgor, (i)


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the Agent shall have the right to receive any and all dividends and other
distributions paid in respect of the Pledged Stock and make application thereof
to the Obligations in such order as the Agent may determine, and (ii) all shares
of the Pledged Stock shall be registered in the name of the Agent or its
nominee, and the Agent 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 Subsidiaries 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 Subsidiaries, or upon the exercise by the Pledgor or the Agent
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 Stock Certificates with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as it may
determine), all without inability except to account for property actually
received by it.

         (b)      The rights of the Agent hereunder shall not be conditioned or
contingent upon the pursuit by the Agent or any Lender of any right or remedy
against the Subsidiaries or against any other Person which may be or become
liable in respect of all or any part of the Obligations or against any
Collateral, guarantee therefor or right of offset with respect thereto.

         Section 5.04. Remedies. After the occurrence of an Event of Default and
during its continuance, the Agent may forthwith collect, receive, appropriate,
and realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give option or options to purchase or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of the Agent or any Lender or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Agent shall have the right upon any such
public sale or sales, and, to the extent permitted by Law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in the Pledgor, which right or equity is
hereby waived and released. The Agent shall apply any Proceeds from time to time
held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred in respect thereof or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Agent hereunder, including, without limitation, reasonable
attorneys' fees and expenses, to the payment in whole or in part of the
Obligations, in such order as the Agent may elect. To the extent permitted by
applicable Law, the Pledgor waives all claims, damages and demands it may
acquire against the Agent or any Lender arising out of the exercise of any
rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least ten days before such sale or other disposition.

       Section 5.05. Sale Rights; Private Sales. (a) The Pledgor recognizes that
the Agent may be unable to effect a public sale of any or all the Pledged Stock,
by reason of certain prohibitions


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contained in the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws or otherwise, and may be compelled to resort to
one or more private sales thereof to a restricted group of purchasers that will
be obliged to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges and agrees that any such private sale may
result in terms less favorable to the Pledgor and the Agent than if such sale
were a public sale and, notwithstanding such circumstances, agree that any such
private sale shall be deemed to have been made in a commercially reasonable
manner. The Agent shall be under no obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit any Subsidiary to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Subsidiary would agree to do so.

         (b)      The 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 such sale or
sales of all or any portion of the Pledged Stock pursuant to this Agreement
valid and binding and in compliance with any and all other applicable Laws of
any and all Governmental Authorities having jurisdiction over any such sale or
sales, all at the Pledgor's cost and expense. The Pledgor further agrees that a
breach of any of the covenants contained in this Section will cause irreparable
injury to the Agent and the Lenders, that the Agent and the Lenders have no
adequate remedy at law in respect of such breach and, as a consequence, that
each and every covenant contained in this Section shall be specifically
enforceable against the Pledgor, and the 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 or is continuing.

         Section 5.06. Power of Attorney. To enable the Agent to effect any sale
or other disposition, after the occurrence of an Event of Default and during its
continuance, the Pledgor hereby makes, constitutes and appoints the Agent as its
true and lawful attorney, in its name, place and stead, and for its account and
risk, to make, execute and deliver any and all assignments or other agreements,
instruments, certificates and other documents which the Agent may deem necessary
or desirable to effectuate the authority hereby conferred by signing the
Pledgor's name only or by signing the same as its attorney-in-fact, as may be
deemed by the Agent to be necessary or desirable in connection with any sale or
other disposition of all or any part of the Collateral. The foregoing power of
attorney is coupled with an interest and shall be a continuing one and
irrevocable until the Termination Date.

         Section 5.07. Waiver of Bond. In connection with the foregoing
remedies, the Pledgor and the Agent hereby waive the posting of any bond which
might otherwise be required.

         Section 5.08. Waiver of Claims. To the extent permitted by applicable
Law, the Pledgor waives all claims, damages and demands that it may acquire
against the Agent or any Lender arising out of the exercise by any of them of
any rights hereunder, except to the any extent such claims, damages and demands
arise solely from the gross negligence or willful misconduct of the Agent or
such Lender. The Agent and the Lenders may exercise all rights and remedies
contained in this Agreement, in other Facility Documents, or provided at law or
in equity or otherwise, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by Law and/or expressly provided herein or


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under the Credit Agreement) to or upon the Pledgor or any other Person (all and
each of which demands, defenses, advertisements and notices are hereby waived).

         Section 5.09. Irrevocable Authorization and Instruction to
Subsidiaries. The Pledgor hereby irrevocably authorizes and instructs the
Subsidiaries to comply with any instruction received by it from the Agent in
writing, without any other or further instructions from the Pledgor, and the
Pledgor agrees that the Subsidiaries shall be fully protected in so complying.

                                   ARTICLE 6.

                          AGENT'S AND LENDERS' EXPENSES

                  The Pledgor shall be liable to the Agent and the Lenders for
any costs and expenses (including, without limitation, all reasonable fees and
disbursements of counsel to the Agent or any Lender) incurred by the Agent or
any Lender which may arise under, out of, or in connection with, this Agreement,
any Note, any other Facility Document and any other document made, delivered or
given in connection therewith or herewith, whether on account of principal,
interest, guaranties, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise; and any and all sums, costs and expenses which the Agent
or any Lender may pay or incur pursuant to the provisions of this Agreement or
in defending, protecting or enforcing the Liens granted herein or otherwise in
connection with the provisions hereof; in each case including without limitation
(i) all search, filing and recording fees and expenses, (ii) all fees and
expenses for the service and filing of papers, fees of marshals, sheriffs,
custodians, auctioneers and others, travel expenses, court costs and collection
charges, and (iii) all fees and expenses, appraisal fees, taxes, levies and
reasonable attorneys' and accountants' fees and expenses (x) in connection with
the repossession, holding, preparation for sale and sale of the Collateral, (y)
with respect to, or resulting from any delay in paying, any and all excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral, or (z) with respect to, or resulting from, any
delay in complying with any requirement of Law applicable to any of the
Collateral; and all such liabilities shall be part of the Obligations and shall
be payable within five Business Days; provided, however, it is agreed that the
Pledgor is not responsible for costs and expenses incurred by any Lender (other
than the Agent) in connection with the preparation and administration of this
Agreement or any other Facility Document.

                                   ARTICLE 7.

                                  MISCELLANEOUS

         Section 7.01. Authority of Agent. The Pledgor acknowledges that the
rights and responsibilities of the Agent under this Agreement with respect to
any action taken by the Agent or the exercise or non-exercise by the Agent of
any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the Agent
and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Agent and the Pledgor, the Agent shall be conclusively presumed
to be acting as agent for the Lenders with full


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and valid authority so to act or refrain from acting, and the Pledgor shall not
be under any obligation, or entitlement, to make any inquiry respecting such
authority.

         Section 7.02. Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.

         Section 7.03. Limitation on Duties Regarding Preservation of
Collateral. The Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under the UCC or
otherwise, shall be to deal with it in the same manner as the Agent deals with
similar Property for its own account. Neither the Agent, any Lender, nor any of
their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon all or any part 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 otherwise.

         Section 7.04. Payment of Dollars. The Pledgor shall make any payment
required to be made hereunder in lawful money of the United States of America
and in immediately available funds to the Agent.

         Section 7.05. Amendments and Waivers; Remedies Cumulative. Except as
otherwise expressly provided in this Agreement, subject to Section 12.01 of the
Credit Agreement, any provision of this Agreement may be amended or modified
only by an instrument in writing signed by the Pledgor, the Agent and the
Required Lenders, or by the Pledgor and the Agent acting with the consent of the
Required Lenders and any provision of this Agreement may be waived by the
Required Lenders or by the Agent acting with the consent of the Required
Lenders. No failure on the part of the Agent or any Lender to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof or
preclude any other or further exercise thereof or the exercise of any other
right

         All remedies set forth in this Agreement and the other Facility
Documents, or provided at law or in equity, are cumulative.

         Section 7.06. Survival. The obligations of the Pledgor under Article 6
shall survive the termination of this Agreement.

         Section 7.07. Assignment; Participations. This Agreement shall be
binding upon, and shall inure to the benefit of, the Pledgor, the Agent and
their respective successors and assigns, except that the Pledgor may not assign
or transfer any of its rights or obligations hereunder without the prior written
consent of the Agent and the Lenders (and any such assignment or transfer
without such consent shall be null and void). Without limiting the generality of
the foregoing, each of the Lenders may assign or transfer all or any portion of
its rights and obligations under any Facility Document, including without
limitation this Agreement, to the extent provided in and subject to the terms of
the Credit Agreement, to any other Person, and such other Person shall thereupon
become vested with all of the rights and obligations in respect thereof granted
to such Lender herein or otherwise.


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         Without limiting the generality of the foregoing, the Pledgor hereby
acknowledges that any Lender may sell, grant or assign participation interest(s)
in the Notes and in such Lender's rights and obligations in respect of the
Facility Documents, including without limitation this Agreement, on the terms
and conditions set forth in the Credit Agreement. In the event that any Lender
shall sell, grant or assign such participation interest(s), (i) such Lender may,
in its sole discretion, disclose financial and other information to prospective
participant(s) with respect to the Pledgor, (ii) the Pledgor shall cooperate
with such Lender in connection with any such participation and shall execute any
and all documents which may be necessary or desirable, in such Lender's or such
participant's judgment, to effectuate any such participation(s), and (iii) each
representation and agreement made by the Pledgor in this Agreement and the other
Facility Documents shall run to the benefit of such participant(s).

         Section 7.08. Notices. All notices, requests and demands to or upon the
Pledgor or the Agent shall be given in accordance with Section 12.06 of the
Credit Agreement to the address set forth therein.

         Section 7.09. Setoff. The Pledgor agrees that, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim a
Lender may otherwise have, each Lender shall be entitled, at its option, to
offset balances (general or special, time or demand, provisional or final) held
by it for the account of the Pledgor at any of such Lender's offices, in Dollars
or in any other currency, against any amount payable by the Pledgor to the Agent
under this Agreement which is not paid when due (regardless of whether such
balances are then due to the Pledgor), in which case it shall promptly notify
the Pledgor and the Agent thereof; provided that such Lender's failure to give
such notice shall not affect the validity thereof. Payments by the Pledgor under
any Facility Document shall be made without setoff or counterclaim.

         Section 7.10. JURISDICTION; IMMUNITIES. EACH OF THE PLEDGOR AND THE
AGENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR
UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY
DOCUMENT, AND EACH OF THE PLEDGOR AND THE AGENT HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE PLEDGOR AND THE AGENT
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE METHODS AND IN THE MANNER PROVIDED FOR IN SECTION 12.06 OF THE
CREDIT AGREEMENT. EACH OF THE PLEDGOR AND THE AGENT AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. THE PLEDGOR AND THE AGENT FURTHER WAIVE ANY OBJECTION TO VENUE IN SUCH
STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF
FORUM NON CONVENIENS. THE PLEDGOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING
BROUGHT AGAINST THE AGENT OR ANY LENDER SHALL BE


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BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW
YORK COUNTY.

         EACH OF THE PLEDGOR AND THE AGENT WAIVES ANY RIGHT IT MAY HAVE TO JURY
TRIAL.

         Nothing in this Section shall affect the right of the Agent or any
Lender to serve legal process in any other manner permitted by law or affect the
right of the Agent or any Lender to bring any action or proceeding against the
Pledgor or its Property in the courts of any other jurisdictions.

         To the extent that the Pledgor has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether from
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its Property, the Pledgor
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement and the other Facility Documents.

         Section 7.11. Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this
Agreement.

         Section 7.12. Severabilitv. The provisions of this Agreement are
intended to be severable. If for any reason any provision of this Agreement
shall be held invalid or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity
or enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.

         SECTION 7.13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

         SECTION 7.14. WAIVER OF CERTAIN DAMAGES. EXCEPT AS PROHIBITED BY LAW
THE PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE PLEDGOR CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY LENDER WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS TO ACCEPT THIS
AGREEMENT AND MAKE THE LOANS AND OTHER EXTENSIONS OF CREDIT PURSUANT TO THE
CREDIT AGREEMENT.


                                       11
<PAGE>
         Section 7.15. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Agreement by signing any
such counterpart.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       12
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                              CROSS MEDIA MARKETING CORPORATION

                              By:_________________________________
                                   Name:
                                   Title:



                                FLEET NATIONAL BANK, as agent

                                By:________________________________
                                   Name:  Scott Vanderwall
                                   Title: Vice President



                                       13
<PAGE>
STATE OF NEW YORK           )
                               ss
COUNTY OF NEW YORK          )

         On this         day of March, 2002, _________________ personally came
         before me and acknowledged under oath, to my satisfaction, that:

         (a)      this person is the ______________ of Cross Media Marketing
                  Corporation (the "Company"); and

         (b)      this document was signed and delivered by the Company as its
                  voluntary act duly authorized.

                                                _________________________
                                                      Notary Public

STATE OF NEW YORK           )
                               ss..
COUNTY OF NEW YORK          )

         On this         day of March, 2002, ________________ personally came
         before me and acknowledged under oath, to my satisfaction, that:

         (a)      this person is the Vice President of Fleet National Bank (the
                  "Agent"); and

         (b)      this document was signed and delivered by the Agent as its
                  voluntary act duly authorized.

                                                _________________________
                                                      Notary Public



                                       14
<PAGE>
                           ACKNOWLEDGMENT AND CONSENT

                  Each Subsidiary hereby acknowledges receipt of a copy of this
document and agrees to bound by and to comply with the terms of this Pledge
Agreement.

                                          MEDIA OUTSOURCING, INC.


                                           By:______________________________
                                              Name:
                                              Title:


                                           NATIONAL SYNDICATIONS, INC.


                                           By:______________________________
                                              Name:
                                              Title:

                                           PREFERRED CONSUMER MARKETING, INC.


                                           By:______________________________
                                              Name:
                                              Title:


                                           ECOUPONS.COM, INC.

                                           By:______________________________
                                              Name:
                                              Title:




                                       15
<PAGE>
                                    EXHIBIT A

                              LIST OF SUBSIDIARIES



















                                       16
<PAGE>
                                  SCHEDULE 3.01

<TABLE>
<CAPTION>
Subsidiary              Certificate             No. of Shares
----------              -----------             -------------
<S>                     <C>                     <C>


</TABLE>















                                       17
<PAGE>
                                  SCHEDULE 3.08

                                  FORMER NAMES































                                       18