EXHIBIT 10.2
                   GENERAL HYPOTHECATION AND PLEDGE AGREEMENT

                                                       Dated as of June 5, 2009

         In   consideration  of  the  Obligations  (as  defined  below)  of  the
undersigned to the holders of the  Promissory  Notes (as defined  below),  their
respective successors and assigns (each, a "SECURED PARTY" and collectively, the
"SECURED PARTIES"), and in order to induce the Secured Parties to enter into the
Forbearance Agreement, of even date herewith (the "FORBEARANCE  AGREEMENT"),  by
and among the  undersigned  (referred  to  herein  as the  "UNDERSIGNED"  or the
"DEBTOR")  and the  Secured  Parties and waive  compliance  by the Debtor of its
obligation to make the Initial  Amortization Payment (as such term is defined in
the Promissory Notes), the undersigned,  subject to the terms and subject to the
conditions hereof, hereby agrees as follows:

         I.  COLLATERAL.  (a)  COLLATERAL.  As  security  for all  indebtedness,
liabilities or other obligations of the Debtor,  whether joint, several or joint
and several,  now or hereafter  existing and whether absolute or contingent (the
"OBLIGATIONS"), pursuant to one or more promissory notes issued by Debtor to the
Secured  Parties  pursuant to a Subscription  Agreement For Promissory  Note and
Common Stock between the Debtor and each Secured Party (such  promissory  notes,
as amended or otherwise  modified,  supplemented  or restated from time to time,
the "PROMISSORY  NOTES"),  the Debtor hereby grants to the Collateral  Agent (as
defined below),  for the ratable  benefit of the Collateral  Agent and the other
Secured  Parties,  a lien upon and a  security  interest  in and to,  all of the
Debtor's right,  title and interest,  whether now owned or hereafter acquired or
arising, in, to and under the following (collectively, the "COLLATERAL"):

                  (i) the shares of capital  stock of  Crystal  Mountain  Water,
         Inc. described on SCHEDULE I hereto (the "PLEDGED STOCK");

                  (ii) all certificates  and instruments  evidencing the Pledged
         Stock and all interest,  dividends,  distributions,  cash, instruments,
         securities,  shares of stock,  and other amounts and property from time
         to time received,  receivable, paid or payable or otherwise distributed
         from time to time in respect of, in exchange or substitution for, or as
         an addition to the Pledged Stock; and

                  (iii) all proceeds of any and all of the foregoing  Collateral
         described in clauses (i) and (ii) above.

         (b) STOCK  CERTIFICATES AND POWERS.  Within 10 days after the execution
of this Agreement, Debtor shall deliver to the Collateral Agent each certificate
representing one or more shares of Pledged Stock owned by Debtor,  together with
an undated  stock power  covering  such  certificate,  duly executed in blank by
Debtor.  Within 10 days after the  earlier to occur of (i) the  satisfaction  in
full of all of the  Obligations  and  (ii) the  payment  by the  Company  of the
Payments (as such term is defined in the  Forbearance  Agreement)  in full on or
prior  to the  Forbearance  Termination  Date (as such  term is  defined  in the
Forbearance Agreement),  the Collateral Agent shall return each such certificate
and  stock  power to Debtor  and shall  file a UCC  termination  statement  with
respect to each UCC financing statement filed with respect to the Collateral.

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         (c) EXCHANGES  AND  SUBSTITUTIONS.  Any  certificates,  instruments  or
shares of any security  received in exchange or substitution  for or in addition
to any other Collateral  pledged  hereunder  (whether in connection with a stock
split,  or  recapitalization  or  otherwise)  shall  be  promptly  delivered  to
Collateral  Agent with  appropriate  endorsements  or stock  powers  endorsed in
blank.

         (d) VOTING RIGHTS.  So long as no Forbearance  Default (as such term is
defined in the Forbearance Agreement) shall have occurred and is continuing, the
Debtor  shall be  entitled to exercise  all voting and other  consensual  rights
pertaining to the  Collateral  beneficially  owned by it or any part thereof for
any purpose not inconsistent  with the terms of this Agreement,  the Forbearance
Agreement or the Promissory Notes.

         (f)   CERTAIN   DEFINITIONS.   (i)  Any  term  used  in  this   General
Hypothecation   and  Pledge   Agreement   (the   "HYPOTHECATION"   or   "GENERAL
HYPOTHECATION  AND PLEDGE  AGREEMENT") and not otherwise  defined herein,  shall
have the  meaning  given  thereto  in the  Promissory  Notes or, if not  defined
therein, in the Uniform Commercial Code in effect from time to time in the State
of West Virginia (the "UCC").

         II.  CERTAIN  RESPONSIBILITIES.  The  Collateral  Agent shall  exercise
reasonable  care in the custody of any property at any time(s) in its possession
or control  hereunder,  or otherwise subject to the terms and provisions hereof,
but  shall be deemed  to have  exercised  reasonable  care if such  property  is
accorded  treatment  substantially  equal to that  which  the  Collateral  Agent
accords his or its own property (it being  understood that the Collateral  Agent
shall have no  responsibility  for ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any  property and whether or not the  Collateral  Agent has or is deemed to have
knowledge of such matters),  or if the  Collateral  Agent takes such action with
respect to the property as the Debtor shall reasonably  request in writing,  but
no failure to comply with any such  request nor any  omission to do any such act
requested by the Debtor shall be deemed a failure to exercise  reasonable  care,
nor  shall  any  failure  of the  Collateral  Agent to take  necessary  steps to
preserve  rights  against any parties with respect to any property in his or its
possession or control,  or otherwise subject to the terms and provisions hereof,
be deemed a failure to exercise reasonable care.

         III.  DEMAND AND  REMEDIES,  ETC.  (a)  DEMANDS FOR  PAYMENT.  Upon the
occurrence and during the continuance of a Forbearance  Default,  the Collateral
Agent shall have and may,  in his or its sole  discretion,  exercise,  invoke or
enforce  any and all of the  rights  and  remedies  set  forth in the  following
subparagraphs (b) through (d):

                  (b) GENERAL RIGHTS AND REMEDIES.  The  Collateral  Agent shall
have and may  exercise,  invoke or enforce  all of the rights and  remedies  (i)
provided to the Secured  Parties under the Promissory  Notes,  and/or (ii) under
applicable  law or equity,  and/or (iii) provided to a secured party by the UCC.
The Debtor further agrees that in the event notice is necessary,  written notice
mailed (with a faxed copy  contemporaneously sent to the Debtor at the facsimile
number specified  herein) to the Debtor at the address given in the Subscription
Agreements five days prior to the date of public sale of property subject to the
security  interest  of the  Secured  Parties  or prior to the date  after  which

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private  sale or any  other  disposition  of said  property  will be made  shall
constitute reasonable notice, but notice given in any other reasonable manner or
at any other reasonable time shall be sufficient to the extent received.

                  (c) SPECIAL  REMEDIES  AND RIGHTS  RELATED TO  COLLATERAL.  In
addition to the rights and remedies of  Collateral  Agent and the other  Secured
Parties  described  above,  the  Collateral  Agent may, upon the  occurrence and
during the  continuance of a Forbearance  Default,  exercise,  invoke or enforce
such  other  rights  and/or  remedies  which the  Debtor  may have under or with
respect to any securities  pledged as Collateral and the documents  which relate
to such Securities.

                  (d) SALE  LIMITATIONS.  (i) The Debtor agrees that in any sale
of any interest in the Collateral  (whether or not such Collateral may be deemed
to constitute a security),  the  Collateral  Agent is hereby  authorized  and is
instructed to comply with any limitation or restriction in connection  with such
sale as it may be  advised  by  counsel  is  necessary  in order  to  avoid  any
violation of applicable  law or in order to obtain any required  approval of the
purchaser by any governmental or regulatory authority or officer, and the Debtor
further  agrees  that  such  compliance  shall not  result  in such  sale  being
considered or deemed not to have been made in a commercially reasonable manner.

                  (ii) IF THE SALE OR TRANSFER OF SUCH  COLLATERAL IS RESTRICTED
UNDER  APPLICABLE  SECURITIES  LAWS,  THESE  RESTRICTIONS MAY LIMIT THE GROUP OF
POTENTIAL  PURCHASERS  AND/OR  THE  PRICE  RECEIVED  AT ANY  SALE.  DEBTOR  ALSO
ACKNOWLEDGES  THAT SECURED PARTY MAY BE UNABLE TO EFFECT A PUBLIC SALE OF ALL OR
ANY PART OF THE COLLATERAL AND MAY BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE
SALES (IF PERMISSIBLE  UNDER APPLICABLE LAW) TO A RESTRICTED GROUP OF PURCHASERS
WHO WILL BE OBLIGATED TO AGREE,  AMONG OTHER THINGS,  TO ACQUIRE THE  COLLATERAL
FOR THEIR OWN ACCOUNT, FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR
RESALE THEREOF.  DEBTOR FURTHER  ACKNOWLEDGES THAT ANY SUCH PRIVATE SALES MAY BE
AT PRICES AND ON TERMS LESS  FAVORABLE  THAN THOSE OF PUBLIC  SALES,  AND AGREES
THAT SUCH  PRIVATE  SALES  SHALL BE  DEEMED TO HAVE BEEN MADE IN A  COMMERCIALLY
REASONABLE  MANNER AND THAT SECURED PARTY HAS NO OBLIGATION TO DELAY SALE OF ANY
COLLATERAL TO PERMIT THE ISSUER THEREOF TO REGISTER IT FOR PUBLIC SALE UNDER THE
SECURITIES ACT OF 1933.  DEBTOR AGREES THAT COLLATERAL  AGENT SHALL BE PERMITTED
TO TAKE SUCH  ACTIONS AS THE  COLLATERAL  AGENT DEEMS  REASONABLY  NECESSARY  IN
DISPOSING  OF THE  COLLATERAL  TO  AVOID  CONDUCTING  A PUBLIC  DISTRIBUTION  OF
SECURITIES IN VIOLATION OF THE SECURITIES ACT OF 1933 OR THE SECURITIES  LAWS OF
ANY  STATE,  AS NOW  ENACTED OR AS THE SAME MAY IN THE  FUTURE BE  AMENDED,  AND
ACKNOWLEDGES  THAT  ANY  SUCH  ACTIONS  SHALL  BE  COMMERCIALLY  REASONABLE.  IN
ADDITION,  DEBTOR  AGREES TO EXECUTE,  FROM TIME TO TIME,  ANY AMENDMENT TO THIS
AGREEMENT OR OTHER DOCUMENT AS SECURED PARTY MAY REASONABLY  REQUIRE TO EVIDENCE
THE ACKNOWLEDGMENTS AND CONSENTS OF DEBTOR SET FORTH IN THIS PARAGRAPH.

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                  IV. COSTS AND EXPENSES.  The Debtor will pay to the Collateral
Agent, upon demand, all reasonable costs and expenses,  including reasonable and
documented  attorneys' fees,  related or incidental to the selling or collection
of or  realization  upon any of the  Collateral or relating or incidental to the
establishment or preserving or enforcement of the rights of the Collateral Agent
and the other Secured Parties  hereunder or in respect of any of the Collateral,
and obtaining  legal advice with respect to any of the  foregoing.  Furthermore,
that the net proceeds of the  Collateral,  resulting  from sale,  collection  or
otherwise,  and other  available  moneys coming into the hands of the Collateral
Agent or the other Secured Parties, may be applied by it, to the satisfaction or
reduction of such of the costs and expenses or other  Obligations  as it may see
fit.

                  V. RIGHTS  UNIMPAIRED.  All rights of the Collateral Agent and
the other  Secured  Parties  and liens of the  Secured  Parties  shall  continue
unimpaired,  and the Debtor  shall be and  remain  bound by the  Obligations  in
accordance  with the terms  thereof,  notwithstanding  the release of any of the
Collateral or any other property,  or of any rights or interests therein, or any
delay, extension of time, renewal, compromise or other indulgence granted by the
Secured Party in reference to any of the  Obligations  or any  promissory  note,
draft,  bill of  exchange  or other  instrument  or other  obligations  given in
connection  therewith or  constituting a part of the said  property,  the Debtor
hereby waiving all notice of any such delay, extension,  release,  substitution,
renewal,  compromise or other  indulgence.  The Collateral  Agent shall have the
right to enforce one or more remedies  hereunder,  successively or concurrently,
and such action shall not operate to estop or prevent the Collateral  Agent from
pursuing any further remedy which it may have, and any  repossession or retaking
or sale of the  Collateral  pursuant  to the terms  hereof  shall not operate to
release Debtor until full payment of any deficiency has been made in cash.

                  VI.  CERTAIN  TRANSFERS.  Upon the  occurrence  and during the
continuation of a Forbearance  Default,  the Collateral Agent may, at its option
and without  obligation  to do so,  transfer to or register in its name,  or the
name  of  its  nominee(s),   including  any  "clearing   corporation"  or  other
"custodian" as defined in the UCC and any nominee(s) thereof, all or any part of
the  Collateral  and it may do so  before or after  the  maturity  of any of the
Obligations and with or without notice to the Debtor. Additionally,  in order to
facilitate  the  sale or  disposition  of the  Collateral  hereunder,  upon  the
occurrence and during the continuance of a Forbearance  Default,  the Collateral
Agent is hereby  authorized to exercise its rights  hereunder,  or take title to
the Collateral,  in the name of an affiliated  entity or other nominee,  and the
Collateral  Agent  shall give  notice of its  exercise  of such rights to Debtor
promptly,  provided any failure on the part of the Collateral Agent to give such
notice shall not limit Collateral Agent's rights hereunder.

                  VII.  ASSIGNMENTS  BY SECURED  PARTY.  With the consent of the
Debtor,  which consent shall not be unreasonably  withheld or delayed, a Secured
Party may assign or otherwise  transfer all or any of the  Obligations,  and may
transfer all or any of its security  interest in the  Collateral  and its rights
hereunder to such transferee(s),  who shall thereupon become vested with all the
powers  and rights in  respect  thereof  given to the  Secured  Party  herein or
otherwise and the Secured Party shall  thereafter be forever  relieved and fully
discharged from any liability or responsibility with respect thereto (except for
liability  arising prior to the  assignment by Secured  Party),  but the Secured
Party shall  retain all rights and powers  hereby  given with respect to any and
all instruments, rights or property not so transferred.

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                  VIII.  PROPERTY.  The word  "property" as used herein includes
goods and merchandise, funds, cash balances, securities (including certificated,
uncertificated and book-entry  securities),  accounts  receivables,  partnership
interests, ancillary rights and interests, general intangibles, choses in action
and any and all  other  forms of  property  whether  real,  personal  or  mixed,
together  with the proceeds  thereof,  any right,  title or interest  therein or
thereto, and any documents relative thereto.

                  IX. NO INVALIDITY,  ETC. This General Hypothecation and Pledge
Agreement  is a continuing  agreement  and shall remain in full force and effect
until the payment in full of the Obligations secured hereunder,  or such earlier
date upon which the Debtor  and each  Secured  Party  shall  otherwise  agree in
writing.   Notwithstanding  the  foregoing,   the  provisions  of  this  General
Hypothecation  and Pledge  Agreement  shall terminate and shall be of no further
force and effect (other than the second  sentence of Section  1(b),  which shall
survive in  accordance  with its terms)  upon the  payment by the Company of the
Payments in full on or prior to the Forbearance Termination Date.

                  X. REPRESENTATIONS,  WARRANTIES AND COVENANTS.  (a) The Debtor
represents  and warrants to the Collateral  Agent and the other Secured  Parties
that:

                  (i) The assignment and security  interest  granted hereby will
not  violate  or  constitute  a  default  under  any  charter,  bylaws  or other
organizing   documents  of  any  corporation  related  to  the  Collateral  (the
"ORGANIZING DOCUMENTS") or any other agreement or instrument which is related to
any such Collateral or to which the Debtor,  or any issuer of a security pledged
hereunder (each an "ISSUER") is a party or any order, judgment, ruling or decree
of any court or other governmental body having  jurisdiction over the Issuers or
the Debtor or any of their respective properties.

                  (ii) The  Debtor is,  and at all times  while any  Obligations
secured hereunder are outstanding  shall remain,  the legal and beneficial owner
of the Collateral.  Upon delivery to the Collateral  Agent of the Pledged Stock,
the  Secured  Parties  shall  have a fully  perfected  first  priority  security
interest  in such  Collateral  and  the  rights  and  interests  related  to the
foregoing.

                  (iii) The Debtor has full right,  power and  authority to make
this  Hypothecation,  to perform its obligations  hereunder,  and to subject the
Collateral to the security interest hereunder, and this Hypothecation represents
the valid and binding  obligation of the Debtor,  enforceable in accordance with
its terms.

                  (iv) The Pledged Stock has been duly and validly issued and is
fully paid and nonassessable.

         (b) In addition to the covenants and  agreements of Debtor set forth in
the Promissory Notes and elsewhere in this  Hypothecation,  the Debtor covenants
and agrees:

                  (i) to execute such other documents and  instruments  (and pay
the cost of filing  and  recording  the same in all  public  offices  reasonably
deemed  necessary by the  Collateral  Agent) and do (or refrain from doing) such
other  acts and  things,  and to cause (to the extent  that  Debtor may so cause
through the  exercise of  commercially  reasonable  efforts)  Issuers to do such

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other acts and things,  all as the  Collateral  Agent may from time to time deem
reasonably  necessary or appropriate to establish and maintain a valid first and
prior security interest in the Collateral;

                  (ii) to furnish  the  Collateral  Agent with such  information
concerning  the  Collateral  as the  Collateral  Agent  may  from  time  to time
reasonably deem necessary or appropriate,  and to permit the Collateral Agent or
its  designees,  from time to time,  to inspect and make copies of and  extracts
from all  records and all other  papers in the  possession  of the Debtor  which
pertain to the Collateral upon reasonable notice during nominal business hours;

                  (iii) upon the  occurrence  and during  the  continuance  of a
Forbearance  Default,  to send to the  Collateral  Agent  copies of all material
notices and  communications  (other than financial and other reports received in
the ordinary course) with respect to the Collateral as may be received from time
to time by Debtor, unless and until Collateral Agent instructs,  in writing, the
Debtor otherwise; and

                  (iv) to promptly perform all of Debtor's  obligations (if any)
with respect to the Collateral;  and in the event Debtor fails to pay or perform
any such  obligation,  upon 10 days prior written notice,  the Collateral  Agent
may,  but need not, pay or perform  such  obligation  at the expense and for the
account of the Debtor, and all funds expended for such purposes shall constitute
a part of the Obligations secured hereunder, which Debtor promises to pay to the
Collateral Agent.

                  XI. GOVERNING LAW; WAIVER, ETC. IN WRITING. THIS HYPOTHECATION
SHALL BE DEEMED TO HAVE BEEN MADE UNDER,  AND SHALL BE GOVERNED  BY, THE LAWS OF
THE STATE OF WEST VIRGINIA IN ALL RESPECTS,  INCLUDING  MATTERS OF CONSTRUCTION,
VALIDITY AND  PERFORMANCE,  AND NONE OF ITS TERMS OR  PROVISIONS  MAY BE WAIVED,
ALTERED,  MODIFIED,  OR AMENDED EXCEPT AS THE PARTIES HERETO MAY CONSENT THERETO
IN WRITING.

                  XII. FINANCING STATEMENTS. The Collateral Agent is authorized,
at its option,  to file  Financing  Statement(s),  Amendments  and  Continuation
Statement(s)  thereto without the signature of the Debtor with respect to any of
the  Collateral  and to execute and deliver any  instruments,  endorsements  and
documents reasonably necessary to perfect and protect Secured Parties' interests
hereunder;  the Debtor agrees to pay the cost of any such filing or writing, and
to sign upon request any  instruments,  endorsements,  documents or other papers
which the  Collateral  Agent may  reasonably  require to perfect and protect its
security interest therein.

                  XIII.   ATTORNEY-IN-FACT.   THE  COLLATERAL  AGENT  IS  HEREBY
IRREVOCABLY  APPOINTED THE ATTORNEY-IN-FACT OF THE DEBTOR WITH FULL AUTHORITY IN
THE  PLACE  AND  STEAD  OF THE  DEBTOR  AND IN THE  NAME OF THE  DEBTOR,  IN THE
COLLATERAL  AGENT'S  NAME OR  OTHERWISE,  FROM  TIME  TO TIME IN THE  COLLATERAL
AGENT'S DISCRETION,  TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT,  DOCUMENT
OR AGREEMENT (INCLUDING, WITHOUT LIMITATION, STOCK POWERS, FINANCING STATEMENTS,
AMENDMENTS  THERETO,  CONTINUATION  STATEMENTS)  WHICH THE COLLATERAL  AGENT MAY
REASONABLY  DEEM  NECESSARY OR  ADVISABLE  TO PERFECT,  PRESERVE AND PROTECT THE
SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED  HEREUNDER,  AND, FOLLOWING

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THE OCCURRENCE AND DURING THE CONTINUANCE OF A FORBEARANCE  DEFAULT, (I) TO ASK,
DEMAND,  COLLECT,  RECEIVE,  RECEIPT FOR, SUE FOR, COMPOUND AND GIVE ACQUITTANCE
FOR ANY AND ALL PAYMENTS,  DISTRIBUTIONS  OR  PROPERTIES  WHICH MAY BE OR BECOME
DUE,  PAYABLE  OR  DISTRIBUTABLE  TO OR IN RESPECT  TO THE  COLLATERAL  OR WHICH
CONSTITUTE A PART THEREOF,  WITH FULL POWER TO SETTLE,  ADJUST OR COMPROMISE ANY
CLAIM  THEREUNDER  OR THEREFOR AS FULLY AS THE DEBTOR  COULD  ITSELF DO, (II) TO
ENDORSE OR SIGN THE NAME OF THE DEBTOR ON ALL COMMERCIAL  PAPER GIVEN IN PAYMENT
OR IN PART PAYMENT  THEREOF,  AND ALL  DOCUMENTS OF  SATISFACTION,  DISCHARGE OR
RECEIPT  REQUIRED OR REQUESTED IN  CONNECTION  THEREWITH,  AND (III) TO FILE ANY
CLAIM OR TAKE ANY OTHER ACTION OR  PROCEEDING,  EITHER IN ITS OWN NAME OR IN THE
NAME OF THE DEBTOR, OR OTHERWISE, WHICH THE COLLATERAL AGENT MAY DEEM REASONABLY
NECESSARY OR APPROPRIATE TO COLLECT OR OTHERWISE REALIZE UPON ANY AND ALL OF THE
COLLATERAL,  OR AFFECT A TRANSFER THEREOF, OR WHICH MAY BE REASONABLY  NECESSARY
OR  APPROPRIATE  TO PROTECT AND  PRESERVE  THE RIGHT,  TITLE AND INTEREST OF THE
COLLATERAL  AGENT  IN AND TO THE  COLLATERAL  AND THE  SECURITY  INTENDED  TO BE
AFFORDED  HEREBY OR WHEN ANY  SPECIFIC  RIGHT OF  ACTION IS GIVEN TO  COLLATERAL
AGENT.  THE DEBTOR AGREES TO PAY THE  COLLATERAL  AGENT ON DEMAND ANY REASONABLE
EXPENSES WITH RESPECT TO ANY OF THE ABOVE.

                  XIV. NO  ASSIGNMENTS;  SUBSTITUTION OF COLLATERAL  AGENT.  The
Debtor may not assign or otherwise transfer its rights or obligations under this
General  Hypothecation and Pledge Agreement without the prior written consent of
the  Collateral  Agent,  but the  obligations  of the Debtor  under this General
Hypothecation  and Pledge  Agreement  will be  binding  on each of the  Debtor's
heirs, beneficiaries,  executors, administrators,  successors, assigns and legal
representatives.  The Collateral Agent may not assign or otherwise  transfer his
or its  rights or  obligations  under  this  General  Hypothecation  and  Pledge
Agreement  without the prior written consent of the Debtor,  but the obligations
of the Collateral  Agent under this General  Hypothecation  and Pledge Agreement
will  be  binding  on  each  of the  Collateral  Agent's  heirs,  beneficiaries,
executors,  administrators,  successors, assigns and legal representatives.  The
Collateral  Agent may resign as  Collateral  Agent  upon 10 days'  notice to the
Secured  Parties  and the  Debtor.  If the  Collateral  Agent  shall  resign  as
Collateral  Agent,  then the  Majority  Holders  (as such term is defined in the
Forbearance  Agreement) shall appoint from among the Secured Parties a successor
Collateral  Agent,  which  successor  collateral  agent  shall be subject to the
approval  of  Debtor  (which  approval  shall  not  be  unreasonably  withheld),
whereupon such successor  Collateral  Agent shall succeed to the rights,  powers
and duties of the former  Collateral  Agent, and the former  Collateral  Agent's
rights,  powers and duties as Collateral Agent shall be terminated,  without any
other or further act or deed on the part of such former  Collateral Agent or any
Secured  Party.  If no successor  Collateral  Agent has accepted  appointment as
Collateral  Agent  by the  date  that is ten  (10)  days  following  a  retiring

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Collateral  Agent's  notice of  resignation,  the  retiring  Collateral  Agent's
resignation  shall  nevertheless  thereupon  become  effective,  and the Secured
Parties  shall  assume and  perform  all of the duties of the  Collateral  Agent
hereunder  until such time, if any, as the Majority  Holders appoint a successor
agent as provided for above.

                  XV. NO LIENS,  ETC. The Debtor will not  intentionally  incur,
create,  assume or permit to exist any lien, security interest,  pledge or other
charge or encumbrance,  or any other type of preferential  arrangement,  upon or
with respect to any Collateral.

                  XVI.  NO  LIMITS  ON  DEMANDS.  Nothing  contained  herein  or
otherwise  in this General  Hypothecation  and Pledge  Agreement  shall limit or
otherwise  affect in any way the right of Collateral  Agent or any other Secured
Party to demand, at any time following the occurrence of a Forbearance  Default,
payment of any or all of the outstanding amount of the Obligations payable under
the Promissory Notes secured hereby pursuant to the terms thereof.

                  XVII.  LOCATION.  The Debtor  represents  and  warrants to the
Collateral  Agent  and the  other  Secured  Parties  that its  primary  address,
principal  place of business and chief  executive  office or residence is as set
forth  below on the  signature  pages  hereof and Debtor  shall not change  such
primary  address,  principal  place of business  and chief  executive  office or
residence without giving Collateral Agent at least 20 days notice of such change
(which notice shall include the new address thereof).

                  XVIII.    HYPOTHECATION   FOR   COLLATERAL   PURPOSES.    This
Hypothecation  is executed and delivered to the Collateral  Agent for collateral
purposes,  and  constitutes  an assignment  and pledge only of the rights of the
Debtor with respect to the  Collateral  and does not  constitute a delegation of
any duties or  obligations  of the Debtor with respect  thereto.  The Collateral
Agent does not, by its acceptance of this Hypothecation  undertake to perform or
discharge  and  shall  not be  responsible  or  liable  for the  performance  or
discharge of any duties or  responsibilities  with respect to the  Collateral or
related  documents,  and any such assumption or undertaking is hereby  expressly
disclaimed.

               [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


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         This  General  Hypothecation  and  Pledge  Agreement  is  executed  and
delivered by the  undersigned and is dated as of the date set forth on the first
page hereof.



                                      JACOBS FINANCIAL GROUP, INC.


                                      By:
                                        ----------------------------------------
                                            Name:  John M. Jacobs.
                                            Title:  President

                                      Address:  Jacobs Financial Group, Inc.
                                                300 Summers Street, Suite 970
                                                Charleston, West Virginia  25301
                                                Attention: President

                                      Telephone No.:  304-342-3535
Telefax No.:  304-342-9726

AGREED TO BY:

COLLATERAL AGENT:


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                                   SCHEDULE 1
                                       TO
                   GENERAL HYPOTHECATION AND PLEDGE AGREEMENT

                           SPECIFIC PLEDGED COLLATERAL


100 shares of Crystal Mountain Water, Inc.