PLEDGE
      AND SECURITY AGREEMENT

     

    THIS
      PLEDGE AND SECURITY AGREEMENT (the "Agreement") is
      made
      this 5th day of September, 2007, by and between CORPORACION
      DELINC S.A. de C.V, a Mexican corporation with a place of business at
      Maquilpark, Reynosa, 88780, Tamaulipas, MEXICO (the “Mexican
      Subsidiary”)
      and
      JMC VENTURE PARTNERS LLC, with a place of business at 2 Oliver Street, Boston,
      Massachusetts 02109 (the "Lender").

     

    RECITALS

    


    WHEREAS,
      on the date hereof Lender loaned to DEL-INC ACQUISITION LLC (the “Borrower”)
      a
      total of two million seven hundred and fifty thousand dollars ($2,750,000)
      pursuant to that certain (i) $2,750,000 Secured Promissory Note, dated as of
      the
      date hereof, from Borrower in favor of Lender (as the same may be amended from
      time to time the “Note”),
      (ii)
      Secured Promissory Note Loan, Pledge and Security Agreement, dated as of the
      date hereof (as the same may be amended from time to time the “Loan
      Agreement”),
      and
      (iii) other related loan and collateral security documents which are described
      and defined in the Loan Agreement (as the same may be amended from time to
      time,
      together with the foregoing collectively the “Loan
      Documents”).

    


    WHEREAS,
      in partial consideration for, and as an inducement to the Lender to extend
      credit under the Note, the Mexican Subsidiary executed that certain Guaranty
      Agreement, dated as of the date hereof (the “Mexican
      Guaranty”)
      pursuant to which the Mexican Subsidiary guaranteed all Indebtedness due the
      Lender under the Loan Documents.

    


    WHEREAS,
      the Mexican Subsidiary owns the Mexican Collateral, and agrees to pledge such
      Collateral to secure its obligations under the Mexican Guaranty.

    


    WHEREAS,
      the Mexican Subsidiary shall receive substantial benefits from Lender’s
      extension of credit to Borrower under the Loan Documents, and acknowledges
      that
      Lender would not have made loans to Borrower and entered into the Loan Documents
      but for Mexican Subsidiary’s execution of the Mexican Guaranty and this
      Agreement.

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual promises of this Agreement, and
      intending to be legally bound hereby, the parties hereto agree as
      follows:



    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    SECTION
      1

    


    DEFINITIONS

    


    1.1 Definitions.
      Capitalized terms that are not otherwise defined herein shall have the meaning
      set forth in the Loan Agreement. If there is a conflict between a definition
      herein and a definition in the Loan Agreement the definition in the Loan
      Agreement shall control.

    


    SECTION
      2

    


    PLEDGE
      OF SECURITIES and

    GRANT
      OF SECURITY INTEREST

    


    2.1 As
      security for the payment and performance of any and all of debts, indebtedness,
      obligations, agreements, claims, charges, fees, expenses and amounts due under
      the Mexican Guaranty,
      including without limitation all amounts due under the Note, the Loan Agreement
      and all other Loan Documents,
      and the
      performance of all other obligations and covenants of the Mexican Subsidiary
      hereunder and under the Loan Documents, certain or contingent, now existing
      or
      hereafter arising, which are now, or may at any time or times hereafter be
      owing
      by the Borrower to Lender (the
      “Secured
      Indebtedness”),
      the
      Mexican Subsidiary hereby pledges to Lender and grants Lender a continuing
      security interest in and general Lien upon and right of set-off against, all
      right, title and interests of the Mexican Subsidiary in and to all of Mexican
      Subsidiary’s assets,
      including without limitation all Mexican Subsidiary Collateral, whether
      now owned or hereafter acquired by the Mexican Subsidiary,
      together
      with all proceeds and substitutions thereof, all cash, stock and other moneys
      and property paid thereon, all rights to subscribe for securities declared
      or
      granted in connection therewith, and all other cash and noncash proceeds of
      the
      foregoing (all hereinafter called the “Pledged
      Collateral”).
      The
      Mexican Subsidiary further grants the Lender a right of set-off against the
      Mexican Subsidiary’s property held by the Lender, now or hereinafter in the
      possession, custody or control or in transit to the Lender.

     

    2.2 Upon
      the
      occurrence and continuation of an Event of Default under this Agreement, the
      Mexican Guaranty or any of the other Loan Documents, the Lender may effect
      the
      transfer of any securities included in the Pledged Collateral into the name
      of
      Lender and cause new certificates representing such securities to be issued
      in
      the name of Lender. The Mexican Subsidiary will execute and deliver such
      documents, and take or cause to be taken such actions, as Lender may reasonably
      request to perfect or continue the perfection of Lender’s security interest in
      the Pledged Collateral.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    SECTION
      3

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    3.1 The
      Mexican Subsidiary represents and warrants to and covenants with Lender
      that:

     

    (a) The
      Pledged Collateral is owned by the Mexican Subsidiary, and all such Pledged
      Collateral is free and clear of any security interests, liens or
      encumbrances;

     

    (b) The
      Mexican Subsidiary has full power and authority to create a first lien on the
      Pledged Collateral in favor of Lender;

     

    (c) No
      disability or contractual obligation exists which would prohibit each the
      Mexican Subsidiary from pledging the Pledged Collateral pursuant to this
      Agreement;

     

    (d) The
      Mexican Subsidiary will not assign, create or permit to exist any other claim
      to, lien or encumbrance upon, or security interest in any of the Pledged
      Collateral;

     

    (e) The
      Pledged Collateral is not the subject of any present or to the Mexican
      Subsidiary’s knowledge threatened suit, action, arbitration, administrative or
      other proceeding, and the Mexican Subsidiary does not know of any reasonable
      grounds for the in the institution of any such proceedings.

     

    3.2 All
      the
      above representations, warranties and covenants shall survive the making of
      this
      Agreement.

     

    SECTION
      4

     

    RIGHTS
      PRIOR TO DEFAULT

     

    4.1 Voting
      Prior to Default.
      Unless
      an Event of Default under the Mexican Guaranty or any of the Loan Documents
      shall have occurred and be continuing, the Mexican Subsidiary shall be entitled
      to exercise any voting rights with respect to the Pledged Collateral and to
      give
      consents, waivers and ratifications in respect thereof, provided
      that no
      vote shall be cast or consent, waiver or ratification given or action taken
      which would be inconsistent with any of the terms of this Agreement or which
      would constitute or create any violation of any of such terms.

     

    4.2 Dividends
      and Payments.
      Unless
      the Lender agrees, in advance, in writing, the Mexican Subsidiary shall not
      be
      entitled to receive any dividends, distributions, stock splits, options,
      warrants, phantom stock or other form of remuneration paid to, on account of
      or
      on behalf of an owner or holder of the Pledged Collateral (collectively
      "Distributions").
      All
      Distributions shall be paid to Lender, and Borrower shall agree to turnover
      to
      Lender all Distributions received by Borrower. If the Mexican Subsidiary
      receives a Distribution that is to be paid to Lender, the Mexican Subsidiary
      shall segregate such Distribution, not commingle it with its other assets,
      hold
      such Distribution in constructive Mexican Subsidiary for the benefit of Lender
      and immediately transfer and turnover such Distribution to Lender.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    SECTION
      5

     

    EVENTS
      OF DEFAULT

     

    5.1 Events
      of Default.
      An
      Event of Default under any of the Loan Documents shall constitute an event
      of
      default under this Agreement, including without limitation the breach of any
      representation, warranty or covenant by the Mexican Subsidiary or the failure
      by
      the Mexican Subsidiary to observe or perform any of the material provisions
      of
      this Agreement.

     

    SECTION
      6

     

    REMEDIES

     

    6.1 Lender’s
      Remedies Upon Default.
      Upon
      the occurrence and during the continuance of an Event of Default, Lender shall
      have the right to exercise all such rights as a secured party under applicable
      Mexican law and the Uniform Commercial Code of the Commonwealth of Massachusetts
      as it, in its sole judgment, shall deem necessary or appropriate, including
      the
      right to sell all or any part of the Pledged Collateral at one or more public
      or
      private sales upon ten (10) days’ written notice to the Mexican Subsidiary. Any
      such sale or sales may be made for cash, upon credit, or for future delivery,
      and in connection therewith, Lender may grant options, provided that any such
      terms or options shall, in the best judgment of Lender, be extended only in
      order to obtain the best possible price.

     

    6.2 The
      Mexican Subsidiary recognizes that Lender may be unable to effect a public
      sale
      of all or a part of the Pledged Collateral by reason of certain prohibitions
      contained in the Securities Act of 1933, as amended (the “Act”),
      so
      that Lender may be compelled to resort to one or more private sales to a
      restricted group of purchasers who will be obliged to agree, among other things,
      to acquire the Pledged Collateral for their own account, for investment and
      without a view to the distribution or resale thereof. The Mexican Subsidiary
      understands that private sales so made may be at prices and on other terms
      less
      favorable to the seller than if the Pledged Collateral were sold at public
      sales, and agrees that Lender has no obligation to delay the sale of any of
      the
      Pledged Collateral for the period of time necessary (even if Lender would
      agree), to register such securities for sale under the Act. Mexican Subsidiary
      agrees that private sales made under the foregoing circumstances shall be deemed
      to have been made in a commercially reasonable manner.

     

    6.3 After
      the
      sale of any of the Pledged Collateral, Lender may deduct all reasonable fees
      and
      expenses, including without limitation reasonable attorney’s fees, for
      preserving, collecting, selling and delivering the Pledged Collateral, and
      for
      enforcing its rights with respect to the Secured Indebtedness, and shall apply
      the residue of the proceeds to the Secured Indebtedness in such manner as Lender
      in its reasonable discretion shall determine, and shall pay the balance, if
      any
      to Mexican Subsidiary.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    SECTION
      7

    


    MISCELLANEOUS
      PROVISIONS

    


    7.1 Continuing
      Obligation to Cooperate.
      The
      Mexican Subsidiary agrees to execute and deliver to the Lender all such other
      and further instruments and documents and take or cause to be taken all such
      other and further action as the Lender may reasonably request in order to effect
      and confirm or vest more securely in the Lender all rights contemplated in
      this
      Agreement.

     

    7.2 Amendments.
      This
      Agreement may be amended only by an instrument in writing and duly signed by
      an
      authorized officer of Mexican Subsidiary and an authorized officer of the
      Lender. 

     

    7.3 Enforceability.
      If any
      provisions of this Agreement shall be held to be illegal or unenforceable,
      such
      illegality or unenforceability shall relate solely to such provision and shall
      not affect the remainder of this Agreement.

     

    7.4 Venue.
      The
      Mexican Subsidiary and Lender agree that any action or proceeding to enforce
      or
      arising out of this Loan Agreement may be commenced in any court of the
      Commonwealth of Massachusetts sitting in the county of Suffolk.

     

    7.5 Service
      of Process.
      Mexican
      Subsidiary waives personal service of process and agrees that a summons and
      complaint commencing an action or proceeding in any such court shall be properly
      served and confers personal jurisdiction if served by registered or certified
      mail to each Mexican Subsidiary, or as otherwise provided by the laws of the
      Commonwealth of Massachusetts or the United States of America.

     

    7.6 No
      Waiver, Remedies Cumulative.
      No
      failure on the part of Lender to exercise, and no delay in exercising, any
      right
      hereunder or under any other Loan Document shall operate as a waiver thereof,
      nor shall any single or partial exercise of any right hereunder preclude any
      other or further exercise thereof or the exercise of any other right. All rights
      and remedies herein provided are cumulative and are in addition to any other
      remedies provided by law, any Loan Document or otherwise.

     

    7.7 Survival
      of Representations.
      All
      representations, warranties and covenants made herein shall survive the making
      of the Loan under the Loan Documents and the delivery of the Loan Documents,
      and
      shall continue in full force and effect so long as any Indebtedness is
      outstanding, there exists any commitment by Lender to the Borrower, and until
      this Agreement is formally terminated.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    7.8 Indemnity
      By Mexican Subsidiary.
      In
      addition to all other Indebtedness, the Mexican Subsidiary agrees to defend,
      protect, indemnify and hold harmless the Lender, and all of its respective
      Affiliates, Subsidiaries, officers, directors, employees, attorneys,
      accountants, consultants, agents and any controlling Persons (collectively
      the
“Indemnified
      Parties”)
      from
      and against any and all losses, claims, damages, liabilities, obligations,
      penalties, fees, costs, expenses and settlement agreements, joint and several
      (including, without limitation, attorneys’ and paralegals’ fees, costs and
      expenses) incurred by any of the Indemnified Parties, whether prior to or from
      and after the date hereof, as a result of or arising from or relating to (i)
      the
      Commitment Letter, (ii) any due diligence effort (including, without limitation,
      public record search, recording fees, examinations and investigations of the
      properties of the Borrower, a Mexican Subsidiary, Borrower’s operations, the
      Collateral and the Leased Premises), negotiation, preparation, execution and/or
      performance of any of the Loan Documents or of any document executed in
      connection with the transactions contemplated thereby and the perfection of
      Lender ’s Liens in the Collateral and Pledged Collateral, maintenance of all
      loans by the Lender to the Borrower, and any and all amendments, modifications,
      and supplements of any of the Loan Documents or restructuring of the
      Indebtedness, (iii) any suit, investigation, action or proceeding by any Person,
      whether threatened or initiated, asserting a claim for any legal or equitable
      remedy against any Person under any statute, regulation or common law principle,
      arising from or in connection with any of the Loan Documents and/or Lender
’s
      furnishing of funds to the Borrower under this Loan Agreement, (iv) the Lender’s
      preservation, administration and enforcement of its rights under the Loan
      Documents and applicable law, including the reasonable fees of the outstanding
      Indebtedness as attorneys fees if collected by or through an attorney at law
      and
      disbursements of counsel for Lender in connection therewith, whether suit be
      brought or not and whether incurred at trial or on appeal, and all costs of
      repossession, storage, disposition, protection and collection of Collateral,
      (v)
      periodic field exams, audits and appraisals performed by Lender; and/or (vi)
      any
      matter relating to the financing transactions contemplated by the Loan Documents
      or by any document executed in connection with the transactions contemplated
      thereby, other than for such loss, damage, liability, obligation, penalty,
      fee,
      cost or expense, any of which arise from an Indemnified Parties’ gross
      negligence or willful misconduct, as determined by a final order of a court
      of
      competent jurisdiction. No Indemnified Party shall by liable for any direct
      or
      consequential damages that arise from or are related to the Commitment Letter,
      this Loan Agreement or any of the Loan Documents. Mexican Subsidiary’s
      obligation for indemnification for all of the foregoing losses, damages,
      liabilities, obligations, penalties, fees, costs and expenses shall be part
      of
      the indebtedness under the Guaranty and secured by the Pledged Collateral.
      The
      indemnity herein shall survive the termination of this Agreement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    7.9 Tax
      Obligations.
      If
      Mexican Subsidiary should fail to pay any tax or other amount required by this
      Agreement, or applicable law to be paid or which may be reasonably necessary
      to
      protect or preserve any Pledged Collateral, Lender may make such payment and
      the
      amount thereof shall be payable on demand, shall bear interest at the Default
      Rate from the date of payment by the Lender until paid and shall be deemed
      to be
      Indebtedness entitled to the benefit and security of the Loan Documents, the
      Mexican Guaranty and this Agreement. The Mexican Subsidiary agrees to pay and
      save Lender harmless against any liability for payment of any state documentary
      stamp taxes, intangible taxes or similar taxes (including interest or penalties,
      if any) which may now or hereafter be determined to be payable in respect to
      the
      execution, delivery or recording of any Guaranty or this Agreement, whether
      originally thought to be due or not, and regardless of any mistake of fact
      or
      law on the part of Lender, Borrower or Mexican Subsidiary with respect to the
      applicability of such tax. The agreement herein shall survive the termination
      of
      this Agreement.

     

    7.10 Reinstatement.
      Notwithstanding anything herein to the contrary, this Agreement shall continue
      to be effective or be reinstated, as the case may be, if at any time any amount
      received by the Lender in respect of the Indebtedness is rescinded or must
      otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Borrower or Mexican
      Subsidiary, or upon the appointment of any receiver, assignee, intervener or
      conservator of, or Mexican Subsidiary or similar official for, the Borrower,
      Mexican Subsidiary or any substantial part of their respective properties,
      or
      otherwise, all as though such payments had not been made.

     

    7.11 Notices.
      Any
      notice or other communication hereunder to any party hereto or thereto shall
      be
      by hand delivery, overnight delivery, facsimile, telegram, telex or registered
      or certified mail and unless otherwise provided herein shall be deemed to have
      been given or made when delivered, telegraphed, telexed, faxed or three (3)
      Business Days after having been deposited in the mails, postage prepaid,
      addressed to the party at its address specified in Exhibit
      A.

    


    7.12 Governing
      Law.
      This
      Agreement shall be deemed contracts made under the laws of the Commonwealth
      of
      Massachusetts, and shall be governed by and construed in accordance with the
      laws of said state (excluding its conflict of laws provisions if such provisions
      would require application of the laws of another jurisdiction).

     

    7.13 Successors.
      This
      Loan Agreement shall be binding upon and shall inure to the benefit of the
      Mexican Subsidiary and the Lender, and their respective heirs, successors and
      assigns.

     

    7.14 Assignment.
      The
      Mexican Subsidiary may not assign any of its rights, obligations, covenants,
      representations, warranties, duties or responsibilities hereunder. Any such
      assignment shall be void. The Lender may assign all or part of its rights
      hereunder and under the Loan Documents, at any time.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    7.15 Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed an original and all of which when taken together shall
      constitute but one and the same instrument.

     

    7.16 Exhibits.
      The
      exhibits annexed hereto are
      the
      only exhibits to be annexed to this Agreement, and the material contained
      therein shall be incorporated herein.

     

    7.17 Captions.
      The
      captions herein contained are inserted as a matter of convenience only and
      such
      captions do not form a part of this Loan Agreement and shall not be utilized
      in
      the construction hereof.

     

    7.18 Powers.
      All
      powers of attorney granted to Lender are coupled with an interest and are
      irrevocable.

     

    7.19 Approvals.
      If this
      Agreement calls for the approval or consent of Lender, such approval or consent
      may be given or withheld in the discretion of Lender unless otherwise specified
      herein.

     

    7.20 No
      Punitive Damages.
      Each
      party agrees that it shall not have a remedy of punitive or exemplary damages
      against the other and hereby waives any right or claim to punitive or exemplary
      damages it may have now or which may arise in the future in connection with
      any
      Dispute.

     

    7.21 Waiver
      of Jury Trial.
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
      ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS LOAN AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 7.21. 

     

    7.22 Participations.
      Lender
      shall have the right to enter into one or more participation agreements with
      other lenders with respect to the Indebtedness. Upon prior notice to the Mexican
      Subsidiary of such participation, Mexican Subsidiary shall thereafter furnish
      to
      such participant any information furnished by the Mexican Subsidiary to Lender
      pursuant to the terms of the Mexican Guaranty and this Agreement. Nothing in
      this Agreement or any other Loan Document shall prohibit Lender from pledging
      or
      assigning this Agreement and Lender’s rights under any of the other Loan
      Documents, including collateral therefore, to any Federal Reserve Lender in
      accordance with applicable law.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    7.23 Joint
      and Several Obligations.
      All
      Indebtedness, representations, warranties, covenants and indemnities set forth
      herein and in the Loan Documents shall be joint and several among all the
      Borrower, Mexican Subsidiary and the remaining Corporate Guarantors. Lender
      shall have the right to deal with Mexican Subsidiary or any other Mexican
      Subsidiary with regard to all matters concerning the rights and obligations
      of
      Lender hereunder and pursuant to applicable law with regard to the transactions
      contemplated under the Loan Documents. All actions or inactions of the Mexican
      Subsidiary with regard to the transactions contemplated under the Loan Documents
      shall be deemed with full authority and binding upon the Mexican Subsidiary.
      The
      foregoing is a material inducement to the agreement of Lender to enter into
      the
      terms hereof and to consummate the transactions contemplated hereby.


     

    7.24 Waiver
      of Certain Defenses.
      All
      rights of Lender and all obligations of the Mexican Subsidiary hereunder and
      under the Loan Documents shall be absolute and unconditional irrespective of
      (i)
      any change in the time, manner or place of payment of, or any other term of,
      all
      or any of the Indebtedness, or any other amendment or waiver of or any consent
      to any departure from any provision of the Loan Documents, (ii) any exchange,
      release or non-perfection of any other collateral given as security for the
      Indebtedness, or any release or amendment or waiver of or consent to departure
      from any guaranty for all or any of the Indebtedness, or (iii) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of the Mexican Subsidiary, or the Borrower, or any third party, other
      than payment and performance in full of the Indebtedness.

     

    7.25 Terms
      Generally.
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be construed
      to
      include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
      this Loan Agreement in its entirety and not to any particular provision hereof,
      (d) all references herein to Articles, Sections, Exhibits and Schedules shall
      be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Loan Agreement and (e) the word “asset” shall be construed to the have the
      same meaning and effect and to refer to any and all tangible and intangible
      assets and properties, including cash, securities, accounts and contract
      rights.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    [Remainder
      of the page is blank. Signatures are on the following page.]


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      year first above written.

    


    

      
        	
                WITNESSED

              	
                CORPORACION
                  DELINC S.A. de CV

              
	 	 
	 	 
	
                ______________________

              	
                __________________________________

              
	 	
                By:
                  John Zampetti

              
	 	
                Its:
                  Sole Administrator 

              
	 	
                Duly
                  Authorized

              
	 	 
	 	 
	
                WITNESSED

              	
                JMC
                  VENTURE PARTNERS LLC

              
	 	 
	 	 
	
                ______________________

              	
                __________________________________

              
	 	
                By:
                  G. Lawrence Bero

              
	 	
                Its:
                  Treasurer

              
	 	
                Duly
                  Authorized

              


      

    

    


     

    


     

     

    [Signature
      page to Security Agreement/Corporacion Delinc]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    Notice
      Addresses

     

    If
      to
      the Lender:

    G.
      Lawrence Bero

    2
      Oliver
      Street

    Boston,
      Massachusetts 02109

    o:
      (617)
      338-4431

    f:
      (617)
      338-5353

     

    With
      a
      Copy to:

    Thomas
      Durkin, Esq.

    Gesmer
      Updegrove LLP

    40
      Broad
      Street

    Boston,
      Massachusetts 02110

    o:
      (617)
      358-6800

    f:
      (617)
      358-6878

     

    If
      to
      the Mexican Subsidiary:

     

    Corporacion
      Delinc S.A. DE CV

    c/o
      Solomon Technologies, Inc.

    1224
      Mill
      Street

    Building
      “B”

    East
      Berlin, Connecticut 06023

    Attn:
      President

     

    With
      a
      copy to:

    Neal
      S.
      Splaine, Esq.

    Pepe
      & Hazard LLP

    225
      Franklin Street

    Boston,
      Massachusetts 02110

    o:
      (617)
      748-5513

    f:
      (617)
      748-5555 

    


     

    
      
         

      

        12