of Pledge And Escrow Agreement

THIS PLEDGE AND ESCROW AGREEMENT (as amended or otherwise modified from time to time, this " Agreement ") is dated as of [ b7 ], 2007 by and between [PLEDGOR] (herein, the " Pledgor "), [LENDER] (the " Lender ") and ___________, as escrow agent (the " Escrow Agent ")..



WITNESSETH



WHEREAS, pursuant to that certain promissory note, dated [ b7 ], 2007 (the " Promissory Note ") among the Lender and Pledgor, the Lender has agreed, subject to the satisfaction of certain conditions precedent, to make a loan (the " Loan ") to the Pledgor; and



WHEREAS, it is a condition precedent to the availability of such Loan under the Promissory Note that the Pledgor shall have made the pledges and granted the security interests contemplated by this Agreement in order to secure the payment by the Pledgor of principal with respect to the Loan made pursuant to the Promissory Note (the " Obligations ");



NOW, THEREFORE, in consideration of the foregoing, and in order to induce Lender to make the Loan, the Pledgor hereby agrees with the Lender, for its benefit and the benefit of Lender, as follows:



1. Definitions . Capitalized terms defined in the Promissory Note and not otherwise defined herein shall have the respective meanings provided for in the Promissory Note.



2. Pledge . To secure the Pledgor's Obligations, the Pledgor hereby pledges to and assigns to the Lender, and grants to the Lender a first priority continuing security interest in, any and all right, title and interest in and to the following (the " Pledged Collateral "):



(a) ___________ founder warrants (as defined in the Registration Statement) purchased by Pledgor in connection with the Registration Statement; and



(b) any proceeds from the above.



Simultaneously with the execution of the Promissory Note, the Pledgor shall deliver to the Escrow Agent the certificates representing the Pledged Collateral, together with duly executed stock powers or other appropriate transfer documents and executed in blank by the Pledgor (the " Transfer Documents "), and such certificates and Transfer Documents shall be held by the Escrow Agent until the full payment of all Obligations due to the Lender.



3. UCC Financing Statements . The Pledgor hereby authorizes the Lender to file one or more UCC financing or continuation statements, and amendments thereto (or similar documents required by any laws of any applicable jurisdiction), relating to all or any part of the Pledged Collateral without the signature of the Pledgor (to the extent such signature is required under the laws of any applicable jurisdiction).






4. Representations and Warranties . The Pledgor represents and warrants as follows:



(a) The delivery of this Pledge Agreement, together with the filing in the appropriate filing office of a UCC financing statement describing the same as collateral, is effective to create a valid and perfected first priority security interest in the Pledged Collateral, free of any adverse claim, securing the payment of the Obligations.



(b) This Agreement constitutes a valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.



(c) Pledgor is, and at the time when pledged hereunder will be, the legal, beneficial and record owner of, and has (and will have) good and valid title to, all Pledged Collateral pledged hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever.



(d) Pledgor has full power, authority and legal right to pledge all the Pledged Collateral pledged pursuant to this Agreement.



(e) all the Pledged Collateral have been duly and validly issued and are fully paid and are not subject to options to purchase or similar rights.



(f) All representations and warranties of the Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.



5. Covenants; Further Assurances .



(a) The Pledgor shall, from time to time promptly execute and deliver all further instruments, documents and notices and take all further action that may be necessary or desirable, or that the Lender, jointly or severally, may request, in order to create, perfect and protect any security interest granted or purported to be granted by this Agreement or to enable the Lender, jointly or severally, to exercise and enforce their rights and remedies hereunder.



(b) Except as otherwise permitted herein or by the Promissory Note, the Pledgor shall not (i) sell, assign (by operation of law or otherwise) or otherwis ...