Share Pledge Agreement

EXHIBIT B










SHARE PLEDGE AGREEMENT



THIS SHARE PLEDGE AGREEMENT (this "Agreement"), is dated as of January 14, 2008, made by PAUL PATRIZIO , an individual residing in the State of New Jersey ("Pledgor") for the benefit of DUTCHESS PRIVATE EQUITIES FUND, LTD. ("Secured Party").



WITNESSETH :



WHEREAS, pursuant to the promissory note or other financial instruments, including, without limitation, (i) that certain Promissory Note dated June 26, 2007 from Bedminster National Corp. (the " Company ") in favor of the Secured Party (" Note "), the Secured Party has agreed to make certain loans and other financial accommodations to the Company



WHEREAS, Pledgor is the record and beneficial owner of certain securities or options to purchase certain securities of the Company listed on Schedule I attached hereto and as described herein, and Pledgor has agreed to enter into this Agreement in order to induce Secured Party to extend and/or continue the extension of credit to the Company.



NOW, THEREFORE, for and in consideration of any loan, advance or other financial accommodation heretofore or hereafter made to or for the benefit of the Company or any other obligor under or in connection with the Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Definitions . When used herein, the following terms have the following meanings (such meanings to be applicable to both the singular and plural forms of such terms):



Collateral - see Section 2 of this Agreement.



Issuer - the issuer of any of the shares of stock or other securities representing all or any of the Collateral.



Liens - with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.



Person - any individual, corporation, limited liability company, partnership, joint venture, firm, association, trust or other enterprise or entity or any governmental authority.



" Secured Obligations " All indebtedness, liabilities and obligations which are now or may at any time hereafter be due, owing or incurred in any manner whatsoever to Secured Party by the Company or of any subsidiary of the Company, whether under this Agreement, any Note, any guaranty or any other documents executed in connection therewith, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, whether at stated maturity, by acceleration or otherwise (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy or the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. a7 362(a)), including, without limitation, all charges, fees, expenses, commissions, reimbursements, premiums, indemnities and other payments related to or in respect of such obligations.





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" UCC " means the Uniform Comadmercial Code as in effect in the Commonwealth of Massachusetts on the date of this Agreement, as may be amended or modified from time to time after the date hereof; provided that, " UCC " shall also mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.



2. Pledge . As security for the payment of the Secured Obligations, the Pledgor hereby pledges to the Secured Party and grants to the Secured Party, a continuing security interest in, all of the following:



A. All of the shares of stock, ownership interests and other securities described in Schedule I hereto, all of the certificates and/or instruments representing such shares of stock, ownership interests and other securities, and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, ownership interests or other securities; and all additional shares of stock or ownership interests of any of the Issuers listed in Schedule I hereto at any time and from time to time acquired by the Pledgor in any manner, all of the certificates and/or instruments representing such additional shares or ownership interests and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or ownership interests;



B. All other property hereafter delivered to the Secured Party, in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property, and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and



C. All products and proceeds of all of the foregoing.



All of the foregoing are herein collectively called the "Collateral".



Pursuant to the terms of the Escrow Agreement, the Pledgor agrees to immediately deliver to the Escrow Agent, for the benefit of Secured Party, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank), all shares of stock, ownership interests and other securities described in Section 2A and Schedule I hereto and any Collateral (other than dividends which the Pledgor is entitled to receive and retain pursuant to Section 5 hereof) which may at any time or from time to time come into the possession or control of the Pledgor; and prior to the delivery thereof to the Escrow Agent, such Collateral shall be held by the Pledgor separate and apart from its other property and in express trust for the Secured Party.







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3. Warranties; Further Assurances . The Pledgor warrants to the Secured Party that: (a) the Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal and equitable owner of the Collateral free and clear of all Liens of every description whatsoever; (b) the pledge and delivery of the Collateral, pursuant to the terms of the Escrow Agreement, will create a valid perfected security interest in the Collateral in favor of the Secured Party; (c) all shares of stock or ownership interests referred to in Schedule I hereto are duly authorized, validly issued, fully paid and non-assessable; (d) as to each Issuer whose name appears in Schedule I hereto, the Collateral represents on the date hereof not less than the applicable percentage (as shown in Schedule I hereto) of the total shares of capital stock or ownership interests issued and outstanding of such Issuer; and (e) the information contained in Schedule I hereto is true and accurate in all respects.



So long as any of the Secured Obligations shall be outstanding or any commitment shall exist on the part of the Secured Party with respect to the creation of any Secured Obligations, the Pledgor: (i) shall not, without the express prior written consent of the Secured Party, sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any option, warrant or other right to purchase the stock of any Issuer which is pledged hereunder; (ii) shall deliver to the Escrow Agent pursuant to the terms of the Escrow Agreement, all original stock certificates relating to the Collateral, the stock powers with a signature guarantee, and a transfer letter to the transfer agent, attached hereto as Exhibit A, authorizing transfer of the Shares and stock powers to Dutchess in the Event of Default; (iii) will permit the Secured Party or any designee of the Secured Party, from time to time at reasonable times and on reasonable notice (or at any time without notice during the existence of an Event of Default), to inspect, audit and make copies of and extracts from all records and all other papers in the possession of the Escrow Agent which evidence the ownership of the Collateral, and will permit the Escrow Agent, upon request of the Secured Party at any time when an Event of Default has occurred and is continuing, to deliver to the Secured Party copies of all of such records and papers.

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