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Parent Stock Pledge Agreement

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PARENT STOCK PLEDGE AGREEMENT


Long Distance International Inc.
4150 SW 28th Way
Ft. Lauderdale, Florida 33312


To: Frederick A. DeLuca
512 NE 23rd Avenue
Ft. Lauderdale, Florida 33301


July 20, 1999


Gentlemen:


Reference is made to a certain Term Loan Agreement dated of even date herewith (herein called "Term Loan Agreement") among LDI Acquisition Sub Inc., a Delaware corporation (herein called "the Company"), the undersigned, the lenders from time to time parties thereto (the "Lenders") and you, in your capacity as Collateral Agent for the ratable benefit of yourself and the other Lenders (the "Collateral Agent"). Capitalized terms used herein and defined in the Term Loan Agreement shall have the same meanings as set forth therein unless otherwise specifically defined herein. The Pledgor (as hereinafter defined) is the parent of the Company and will derive substantial benefit from the term loans to be advanced by the Lenders to the Company. As security for: the full payment and performance when due of all now existing and future Obligations of the Company and the Pledgor arising pursuant to the Term Loan Agreement (all of which are herein called "Secured Obligations"), the undersigned (hereinafter "Pledgor") hereby pledges, assigns, transfers, delivers and sets over to the Collateral Agent, for the ratable benefit of itself and the other Lenders, all of its right, title and interest in and to the securities listed on the attached Schedule 1, issued as indicated on said schedule ("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 investment property and security entitlements with respect thereto, including, without limitation, all 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 "Pledged Collateral").


This Stock Pledge Agreement is executed as an inducement to the Lenders to make the Term Loan to the Company pursuant to the Term Loan Agreement, or otherwise to extend credit or financial accommodations to the Company or to enter into or continue financing arrangements with the Company, and is executed in consideration of the Lenders doing or having done any of the foregoing.


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 2


1. occurrence of any Event of Default under the Term Loan
Agreement;


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


3. 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 sixty (60) days;
or


In the event of the happening of any such Event of Default (which is not cured by Pledgor to the Collateral Agent's satisfaction or waived by the Collateral Agent in writing), on ten (10) days prior notice to the Pledgor, without the curing of such default within such time, the Collateral Agent 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 whatsoever to or upon the Pledgor (all and each of which demands, advertisements and/or notices are hereby expressly waived), forthwith or at any time or times thereafter, transfer to and/or register in the Collateral Agent's name, or the name of the Collateral Agent's nominee, any or all of the Pledged Collateral and/or collect, receive, appropriate and realize upon said Pledged Collateral. In addition, and also without any of the aforesaid demands, advertisements, and/or notices, upon the occurrence of any Event of Default as define
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