EXHIBIT 10.21


                                PLEDGE AGREEMENT


     PLEDGE AGREEMENT, dated as of February 21, 2001 (hereinafter referred to as
the  "Pledge  Agreement"),  made by Peter  Jegou,  (hereinafter  referred  to as
"Pledgor") and Digi Link Technologies, Inc., Corporation,  (hereinafter referred
to as "DGLT").

                               W I T N E S S E T H

     WHEREAS,  Frank Rovito has issued to DGLT a  Promissory  Note in the sum of
Fifty Two Thousand Dollars ($52,000.00) as payment for the issuance of an option
and

     WHEREAS,  Peter Jegou desires to induce DGLT to issue its shares underlying
certain  options to Frank  Rovito and to  guarantee  the payment of the exercise
price by the transfer and assignment of 200,000 shares of the Common Stock which
Mr. Jegou owns of Digi Link technologies, Inc., to secure said obligation, and

     WHEREAS,  said  stock  shall be held by DGLT as  collateral  for the prompt
payment of the Note of Frank Rovito.

     NOW THEREFORE,  in  consideration  of the premises,  and for other good and
valuable  consideration,  receipt of which is hereby  acknowledged,  and Pledgor
hereby agrees as follows:

     1. Pledge.  Pledgor hereby pledges,  assigns,  hypothecates,  transfers and
delivers to DGLT,  and grants to DGLT a first lien on and  security  interest in
(the  "Pledged  Stock")  together  with  appropriate  undated  stock powers duly
executed in blank; together with (subject to the provisions of Section 4 hereof)
all income and profits thereof,  all distributions  thereon,  all other proceeds
thereof and all rights and privileges pertaining thereto, as collateral security
for (a) the  prompt  and  complete  payment  when  due  (whether  at the  stated
maturity,  by acceleration or otherwise) of the unpaid principal and interest on
the Note issued to evidence  the balance due to DGLT by Pledgor  (the  foregoing
hereinafter being called the "Obligation"):

     TO HAVE AND TO HOLD all and singular the Collateral Security (as defined in
Section 3 hereof) unto DGLT, its successors and assigns forever.

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     2. Stock Dividends,  Distributions.  If, while this Agreement is in effect,
Pledgor shall become entitled to receive or shall receive any stock certificate,
notes of other  security  in respect of the  Pledged  Stock  (including  without
limitation,  any certificate  representing a stock dividend or a distribution in
connection  with any  reclassification,  increase or  reduction  of capital,  or
issued in connection with any reorganization),  option or rights,  whether as an
addition  to, in  substitution  of, or in exchange for any shares of any Pledged
Stock, or otherwise,  Pledgors,  agree to accept the same as DGLT's agent and to
hold the same in trust on behalf of and for the  benefit of DGLT  subject to the
terms hereof, as additional Collateral Security for the Obligations.

     3.  Collateral  Security.  All  property  at any  time  pledged  with  DGLT
hereunder  or in which DGLT is granted a security  interest  hereunder  (whether
described  herein or not) and all income  there from and proceeds  thereof,  are
herein collectively sometimes called the "Collateral Security".

     4. Cash  Dividends,  Payments  on Pledged  Subsidiary  Receivables;  Voting
Rights. Unless a Default or Event or Default under the Loan Agreement Note shall
have  occurred and be  continuing,  the Pledgor shall be entitled to receive all
cash dividends paid in respect of the Pledged Stock, and, unless DGLT shall have
given notice pursuant to Section hereof of its intentions to Exercise all voting
and corporate  rights with respect to the Pledged  Stock,  the Pledgors shall be
entitled  to  vote  the  Pledged  Stock  and  to  give  consents,   waivers  and
ratification's  and  exercise  all  corporate  rights in respect of the  Pledged
Stock,  provided  however,  that no vote  shall be case or  consent,  waiver  or
ratification give or action taken which would impair the Collateral  Security or
be inconsistent with or violate any provision of this Agreement, or the Notes.

     5. Rights of DGLT. Any or all shares of the Pledged Stock held by DGLT may,
if a Default or Event of Default shall have occurred and be continuing  and DGLT
shall have given prior written notice of its intention to do so to the Pledgors,
be  registered  in the name of DGLT or its nominee,  and DGLT or its nominee may
thereafter,  provided  that DGLT shall have given  prior  written  notice of its
intention to do so to the Pledgor,  exercise all voting and corporate  rights at
any meeting of any corporation issuing any of the shares included in the Pledged
Stock and exercise any and all rights of conversion,  exchange,  subscription or
any other rights,  privileges or options pertaining to any shares of the Pledged
Stock as if it were the  absolute  owner  thereof.  DGLT  shall  have no duty to
exercise any of the  aforesaid  rights,  privileges  or options and shall not be
responsible for any failure to do so or delay in so doing.

     6. Re-delivery of Certificates.  Provided that Pledgor is not in default on
any provision of the Loan  Agreement,  this Pledgor  Agreement or the Promissory
Note, DGLT shall return to Pledgor the  Certificates  or remaining  Certificates
after an,  election  under  Item 4 above,  as the case may be,  within  ten (10)
banking days after the Note is fully satisfied.

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     7. Remedies.  In the event that any portion of the  Obligations  has become
due any payable and has not been paid (whether at the stated  maturity  thereof,
by  acceleration  or  otherwise),  DGLT without  demand of  performance or other
demand,  advertisement  or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon the Pledgor or any other
person (all and each of which demands,  advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive,  appropriate and realize upon
the Collateral Security, or any part thereof, and/or may forthwith sell, assign,
given  option or options to purchase,  contract to sell or otherwise  dispose of
and  deliver  said  Collateral  Security,  or any part  thereof,  in one or more
parcels  at public  or  private  sale or sales,  at any  exchange,  broker's  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,  with the  right to DGLT upon any such sale or
sales,  public or private,  to purchase the whole or any part of said Collateral
Security  so sold,  free of any right or equity or  redemption  in the  Pledgor,
which right or equity or  redemption  in the  Pledgor,  which right or equity is
hereby  expressly  waived or released.  DGLT shall apply the net proceeds of any
such  collection,  recover,  receipt,  appropriate,  realization or sale,  after
deducting all  reasonable  costs and expenses of every kind incurred  therein or
incidental  to  the  care,  safekeeping  or  otherwise  of  any  and  all of the
Collateral  Security  or in any way  relating  to the rights of DGLT  hereunder,
including reasonable attorney's fees and legal expenses, to the payment in whole
or in part, of the Obligations in such order as DGLT may elect.

     8.  Representations,  Warranties and Covenants of the Pledgor.  The Pledgor
represents,  warrants  and agrees that he is the legal,  record and  beneficiary
owner of, and has good and marketable  title to, the Pledged Stock  described in
Section  1,  subject  to no  pledge,  lien,  mortgage,  hypothecation,  security
interest,  charge, option or other encumbrance  whatsoever,  except the lien and
security interest created by this Agreement.

     9. No  Disposition,  etc.  Without the prior written  consent of DGLT,  the
Pledgor agrees that they will not sell, assign, transfer, exchange, or otherwise
dispose of, or grant any  options,  warrants or  agreements  of any kind or with
respect to, the Collateral  Security,  nor will they create,  incur or permit to
exist any pledge,  lien,  mortgage,  hypothecation,  security interest,  charge,
option or any other encumbrance with respect to any of the Collateral  Security,
or any  interest  thereon,  of any  proceeds  thereof,  except  for the lien and
security interest provided for by this Agreement.

     10. Further  Assurances.  The Pledgor agrees that at any time and from time
to time upon the written  request of DGLT,  the Pledgor will execute and deliver
such  further  documents  and to such  further  acts  and  things  as  DGLT  may
reasonably request in order to effect the purposes of this Agreement.

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     11.  Severability.  Any provision of this 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.

     IN WITNESS WHEREOF,  the Pledgor and DGLT have caused this Pledge Agreement
to be duly executed and delivered by their respectively duly authorized officers
as of the day and year first above written.

                                                   Digi Link Technologies, Inc.


                                                   By:_________________________


                                                   By:/s/: Peter Jegou
                                                           Peter Jegou

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