Pledge And Security Agreement

PLEDGE AND SECURITY AGREEMENT


THE CIT GROUP/BUSINESS CREDIT, INC. 1211 Avenue of the Americas New York, New York 10036


June 27, 2002


Ladies and Gentlemen:


Reference is made to a certain Financing Agreement dated June 27, 2002, as amended (herein called the "Financing Agreement") between you on the one hand, and Boundless Technologies Inc. and Boundless Manufacturing Services (the "Companies") on the other hand. Capitalized terms used herein and defined in the Financing Agreement shall have the same meanings as set forth therein unless otherwise specifically defined herein. As security for: (a) the full and indefeasible payment and performance when due of all now existing and future (i) Obligations of the undersigned (herein the "Pledgor") arising pursuant to any guaranty now or hereafter executed by the Pledgor in your favor regarding the Companies (herein collectively the "Guaranty") and (ii) Obligations of each of the Companies to you, in each case whether absolute or contingent, however acquired by you, and whether arising under the Financing Agreement and/or Guaranty as now written or as amended or supplemented or augmented hereafter, in law or otherwise (herein collectively the "Obligations"); (b) any liability or indebtedness you may incur because of any guaranty you may issue at the request of the Companies; (c) the amount of all expenses (including reasonable attorneys' fees) incurred by you in collecting or attempting to collect any of the Obligations whether from either of the Companies, the Pledgor or any other obligor or in realizing upon collateral; and (d) any interest from the due date at the Default Rate of Interest specified in the Financing Agreement on all amounts payable to you hereunder (all of which are herein called the "Secured Obligations"), the Pledgor hereby pledges, assigns, transfers, delivers and sets over to you all of its right, title and interest in and to the securities listed on the attached schedule, issued as indicated on said schedule (the "Securities").


This pledge includes all right, title and interest in and to and a continuing lien upon and security interest in, all of said Securities together with any and all rights, coupons, warrants or rights to subscribe, options, dividends, liquidating dividends, splits, dividends paid in stock, dividends paid in Securities, new or reclassified Securities, or any other property which the Pledgor is or may hereafter become entitled to receive on account of such Securities, any and all increments, substitutions, additions or replacements thereof, and any and all proceeds thereof (all collectively hereinafter referred to as the "Pledged Collateral").


This Pledge and Security Agreement (the "Pledge Agreement") is executed as an inducement to you to make loans or advances to the Companies, or either of them, or issue guaranties at the request of the Companies, or either of them, or otherwise to extend credit or financial accommodations to the Companies, or either of them, or to enter into or continue a financing arrangement with the Companies, or either of them, and is executed in consideration of your doing or having done any of the foregoing.


The Pledgor agrees that any of the foregoing shall be deemed to have been done or extended by you in consideration of and in reliance upon the execution of this Pledge Agreement, but nothing herein shall obligate you to do any of the foregoing.


The Pledgor shall be in default under this Pledge Agreement upon the occurrence of any of the following (herein any such default shall be referred to as an "Event of Default"):


1. the occurrence of any Event of Default under the Financing
Agreement;


2. if any warranty, representation or statement contained in this
Pledge Agreement is materially or substantially breached, or is, or
becomes materially or substantially untrue;


3. the commencement by or against the Pledgor of any bankruptcy,
insolvency, arrangement, reorganization, receivership or similar
proceedings under any federal or state law, provided that any such
involuntary proceeding which is commenced against the Pledgor is not
dismissed within thirty (30) days; or


4. the liability of the Pledgor under the Guaranty matures in
accordance with the provisions thereof.


In the event of the happening of any such Event of Default, then on ten (10) days prior notice to the Pledgor, without the curing of such default within such time, you may, without demand of performance, advertisement or notice of intention to sell, or of the time or place of sale, and without notice to redeem, or other notice or demand whatso ...