Securities Account Pledge Agreement

EXHIBIT 99.2


SECURITIES ACCOUNT PLEDGE AGREEMENT


This Securities Account Pledge Agreement (the "Agreement") is made as of February 1, 2001 between eMachines, Inc, a Delaware corporation ("Pledgee"), and John A. Muskovich ("Pledgor").


RECITALS
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WHEREAS, pursuant to Pledgor's employment agreement by and between Pledgor and Pledgee dated December 18, 2000 (the "Employment Agreement"), Pledgor has borrowed from Pledgee $300,000 represented by the a promissory note of even date herewith (the "Note") and attached hereto as Exhibit A, which such Note is
--------- hereby incorporated by reference, for purposes of assisting Pledgor in his relocation to his new job location;


WHEREAS, Pledgor is to invest the above referenced proceeds in an investment to be approved in advance by Pledgee and any interest and dividends on such investment are to be the property of Pledgor;


NOW, THEREFORE, it is agreed as follows:


1. Prior Approval. Pledgor hereby acknowledges and agrees that he will
-------------- receive, or has received, prior written approval of any investment made with any amounts borrowed from Pledgee.


2. Creation and Description of Security Interest. Pledgor hereby pledges
--------------------------------------------- and grants a security interest, pursuant to Article 9 of the Commercial Code as currently adopted and in effect in the State of California or as hereafter may be amended or re-adopted ("UCC"), to Pledgee the cash and other assets held in account no.________ at McDonald Investment, Inc. having a value of $300,000 (herein sometimes referred to as the "Collateral") subject to the terms and conditions of this Agreement. The security interest granted herein shall be limited to the Collateral having a value of $300,000, and shall not extend to assets in the account to the extent their value exceeds $300,000.


3. Payment of Note. To induce Pledgee to enter into this Agreement,
--------------- Pledgor represents and covenants to Pledgee, its successors and assigns, that Pledgor will pay the principal sum of the Note secured hereby at the time and in the manner provided in the Note.


4. Perfection. Pledgor appoints Pledgee its attorney-in-fact to do all
---------- things necessary to perfect a security interest in Pledgee in all Collateral. Pledgee may exercise all of the rights and privileges in connection with the Collateral to which a transferee may be entitled as record holder of the Collateral, together with the rights and privileges otherwise granted under this Agreement. Pledgee shall be under no obligation to exercise any such rights or privileges.


5. Control Agreement. Pledgee, or Pledgee's agent, shall have access and
----------------- control to the Collateral as security for the Pledgor's obligations under the Note of even date herewith executed by Pledgor. Pledgee and Pledgor shall execute a Pledged Collateral Account Control Agreement in substantially the form attached hereto as Exhibit B to insure Pledgee's access to
---------


the Collateral and to insure the availability of the Collateral in the event of Default by Pledgee under the Note.


6. Substitution or Exchange of Collateral. If, with the prior consent of
-------------------------------------- Pledgee, Pledgor substitutes or exchanges other securities and/or other collateral in place of that described in Section 1, all of the rights and privileges of Pledgee and all of the obligations of Pledgor with respect to the Collateral originally pledged or held as Collateral shall be immediately applicable to the substituted or exchanged collateral and Pledgor shall deliver any such substituted colla ...