Guaranty And Pledge Agreement

Guaranty and Pledge Agreement

by Netstaff Inc/In
May 30th, 2002
EXHIBIT 10.6

                          GUARANTY AND PLEDGE AGREEMENT

                  GUARANTY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of
May 17, 2002, among NetStaff, Inc., an Indiana corporation (the "COMPANY"),
______________ (the "PLEDGOR"), AJW Partners, LLC, a limited liability company
("AJW"), New Millennium Capital Partners II, LLC, a limited liability company
("NMC"), AJW/New Millennium Offshore, Ltd., Pegasus Capital Partners, LLC
(collectively herein, the "PLEDGEES").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Pledgees are parties to that
certain Securities Purchase Agreement, of even date herewith (the "PURCHASE
AGREEMENT"), pursuant to which the Company (i) has issued (a) 12% secured
convertible debentures in the aggregate principal amount of $875,000 and (b)
stock purchase warrants to purchase an aggregate of 2,625,000 shares of the
Company's common stock, $0.001 par value per share (the "COMMON STOCK") and (ii)
will issue, pursuant to Section 4(l) of the Purchase Agreement, (a) 12% secured
convertible debentures in the aggregate principal amount of $325,000, and (b)
stock purchase warrants to purchase an aggregate of 975,000 shares of the Common
Stock; and

                  WHEREAS, as a material inducement to the Pledgees to enter
into the Purchase Agreement, the Pledgees have required and the Pledgor has
agreed (i) to unconditionally guarantee the timely and full satisfaction of all
obligations of the Company, whether matured or unmatured, now or hereafter
existing or created and becoming due and payable (the "OBLIGATIONS") to the
Pledgees, their successors, endorsees, transferees or assigns under the
Transaction Documents (as defined in the Purchase Agreement) to the extent of
the Collateral (as defined in Section 5 hereof), and (ii) to grant to the
Pledgees, their successors, endorsees, transferees or assigns a security
interest in _______________ shares of Common Stock currently owned by the
Pledgor (collectively, the "SHARES"), as collateral security for Obligations.
Terms used and not defined herein shall have the meaning ascribed to them in the
Purchase Agreement.

                  NOW, THEREFORE, in consideration of the foregoing recitals,
and the mutual covenants contained herein, the parties hereby agree as follows:

         1. GUARANTY. To the extent of the Collateral, the Pledgor hereby
absolutely, unconditionally and irrevocably guarantees to the Pledgees, their
successors, endorsees, transferees and assigns the due and punctual performance
and payment of the Obligations owing to the Pledgees, their successors,
endorsees, transferees or assigns when due, all at the time and place and in the
amount and manner prescribed in, and otherwise in accordance with, the
Transaction Documents, regardless of any defense or set-off counterclaim which
the Company or any other person may have or assert, and regardless of whether or
not the Pledgees or anyone on behalf of the Pledgees shall have instituted any
suit, action or proceeding or exhausted its remedies or taken any steps to
enforce any rights against the Company or any other person to compel any such
performance or observance or to collect all or part of any such amount, either
pursuant to the provisions of the Transaction Documents or at law or in equity,
and regardless of any other condition or contingency.




         2. WAIVER OF DEMAND. The Pledgor hereby unconditionally: (i) waives any
requirement that the Pledgees, in the event of a breach in any material respect
by the Company of any of its representations or warranties in the Transaction
Documents, first make demand upon, or seek to enforce remedies against, the
Company or any other person before demanding payment of enforcement hereunder;
(ii) covenants that this Agreement will not be discharged except by complete
performance of all the Obligations to the extent of the Collateral; (iii) agrees
that this Agreement shall remain in full force and effect without regard to, and
shall not be affected or impaired, without limitation, by, any invalidity,
irregularity or unenforceability in whole or in part of the Transaction
Documents or any limitation on the liability of the Company thereunder, or any
limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever; and (iv) waives
diligence, presentment and protest with respect to, and notice of default in the
performance or payment of any Obligation by the Company under or in connection
with the Transaction Documents.

         3. RELEASE. The obligations, covenants, agreements and duties of the
Pledgor hereunder shall not be released, affected or impaired by any assignment
or transfer, in whole or in part, of the Transaction Documents or any
Obligation, although made without notice to or the consent of the Pledgor, or
any waiver by the Pledgees, or by any other person, of the performance or
observance by the Company or the Pledgor of any of the agreements, covenants,
terms or conditions contained in the Transaction Documents, or any indulgence in
or the extension of the time or renewal thereof, or the modification or
amendment (whether material or otherwise), or the voluntary or involuntary
liquidation, sale or other disposition of all or any portion of the stock or
assets of the Company or the Pledgor, or any receivership, insolvency,
bankruptcy, reorganization, or other similar proceedings, affecting the Company
or the Pledgor or any assets of the Company or the Pledgor, or the release of
any proper from any security for any Obligation, or the impairment of any such
property or security, or the release or discharge of the Company or the Pledgor
from the performance or observance of any agreement, covenant, term or condition
contained in or arising out of the Transaction Documents by operation of law, or
the merger or consolidation of the Company, or any other cause, whether similar
or dissimilar to the foregoing.

         4. SUBROGATION.

                  (a) Unless and until complete performance of all the
Obligations to the extent of the Collateral, the Pledgor shall not be entitled
to exercise any right of subrogation to any of the rights of the Pledgees
against the Company or any collateral security or guaranty held by the Pledgees
for the payment or performance of the Obligations, nor shall the Pledgor seek
any reimbursement from the Company in respect of payments made by the Pledgor
hereunder.

                  (b) In the extent that the Pledgor shall become obligated to
perform or pay any sums hereunder, or in the event that for any reason the
Company is now or shall hereafter become indebted to the Pledgor, the amount of
such sum shall at all times be subordinate as to lien, time of payment and in
all other respects, to the amounts owing to the Pledgees under the Transaction
Documents and the Pledgor shall not enforce or receive payment thereof until all
Obligations due to the Pledgees under the Transaction have been performed or
paid. Nothing herein contained is intended or shall be construed to give to the
Pledgor any right of subrogation in or under the Transaction Documents, or any
right to participate in any way therein, or in any right, title or interest in
the assets of the Pledgees.

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         5. SECURITY. As collateral security for the punctual payment and
performance, when due, by the Company of all the Obligations, the Pledgor hereby
pledges with, hypothecates, transfers and assigns to the Pledgees all of the
Shares and all proceeds, shares and other securities received, receivable or
otherwise distributed in respect of or in exchange for the Shares, including,
without limitation, any shares and other securities into which such Shares may
be convertible or exchangeable (collectively, the "ADDITIONAL COLLATERAL" and
together with the Shares, the "COLLATERAL"). Simultaneously herewith, the
Pledgor shall deliver to the Pledgees the certificate(s) representing the
Shares, stamped with a bank medallion guarantee, along with a stock transfer
power duly executed in blank by the Pledgor, to be held by the Pledgees as
security. Any Collateral received by the Pledgor on or after the date hereof
shall be immediately delivered to the Pledgees together with any executed stock
powers or other transfer documents requested by the Pledgees, which request may
be made at any time prior to the date when the Obligations shall have been paid
and otherwise satisfied in full.

         6. VOTING POWER, DIVIDENDS, ETC. AND OTHER AGREEMENTS.

                  (a) Unless and until an Event of Default (as set forth in
Section 7 hereof) has occurred, the Pledgor shall be entitled to:

                           (i) Exercise all voting and/or consensual powers
                  pertaining to the Collateral, or any part thereof, for all
                  purposes;

                           (ii) Receive and retain dividends paid with respect
                  to the Collateral; and

                           (iii) Receive the benefits of any income tax
                  deductions available to the Pledgor as a shareholder of the
                  Company.

                  (b) The Pledgor agrees that it will not sell, assign,
transfer, pledge, hypothecate, encumber or otherwise dispose of the Collateral.

                  (c) The Pledgor and the Company jointly and severally agree to
pay all costs including all reasonable attorneys' fees and disbursements
incurred by the Pledgees in enforcing this Agreement in accordance with its
terms.

         7. DEFAULT AND REMEDIES.

                  (a) For the purposes of this Agreement, "EVENT OF DEFAULT"
shall mean:

                           (i) default in or under any of the Obligations after
                  the expiration, without cure, of any applicable cure period;

                           (ii) a breach in any material respect by the Company
                  of any of its representations or warranties in the Transaction
                  Documents; or

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                           (iii) a breach in any material respect by the Pledgor
                  of any of its representations or warranties in this Agreement.

                  (b) the Pledgees shall have the following rights upon any
Event of Default:

                           (i) the rights and remedies provided by the Uniform
                  Commercial Code as adopted by the State of New York (the
                  "UCC") (as said law may at any time be amended);

                           (ii) the right to receive and retain all dividends,
                  payments and other distributions of any kind upon any or all
                  of the Collateral;

                           (iii) the right to cause any or all of the Collateral
                  to be transferred to its own name or to the name of its
                  designee and have such transfer recorded in any place or
                  places deemed appropriate by the Pledgees; and

                           (iv) the right to sell, at a public or private sale,
                  the Collateral or any part thereof for cash, upon credit or
                  for future delivery, and at such price or prices in accordance
                  with the UCC (as such law may be amended from time to time).
                  Upon any such sale the Pledgees shall have the right to
                  deliver, assign and transfer to the purchaser thereof the
                  Collateral so sold. The Pledgees shall give the Pledgor not
                  less than ten (10) days' written notice of its intention to
                  make any such sale. Any such sale, shall be held at such time
                  or times during ordinary business hours and at such place or
                  places as the Pledgees may fix in the notice of such sale. The
                  Pledgees may adjourn or cancel any sale or cause the same to
                  be adjourned from time to time by announcement at the time and
                  place fixed for the sale, and such sale may be made at any
                  time or place to which the same may be so adjourned. In case
                  of any sale of all or any part of the Collateral upon terms
                  calling for payments in the future, any Collateral so sold may
                  be retained by the Pledgees until the selling price is paid by
                  the purchaser thereof, but the Pledgees shall incur no
                  liability in the case of the failure of such purchaser to take
                  up and pay for the Collateral so sold and, in the case of such
                  failure, such Collateral may again be sold upon like notice.
                  The Pledgees, however, instead of exercising the power of sale
                  herein conferred upon them, may proceed by a suit or suits at
                  law or in equity to foreclose the security interest and sell
                  the Collateral, or any portion thereof, under a judgment or
                  decree of a court or courts of competent jurisdiction, the
                  Pledgor having been given due notice of all such action. The
                  Pledgees shall incur no liability as a result of a sale of the
                  Collateral or any part thereof. All proceeds of any such sale,
                  after deducting the reasonable expenses and reasonable
                  attorneys' fees incurred in connection with such sale, shall
                  be applied in reduction of the Obligations, and the remainder,
                  if any, shall be paid to the Pledgor.

         8. APPLICATION OF PROCEEDS; RELEASE. The proceeds of any sale or
enforcement of or against all or any part of the Collateral, and any other cash
or collateral at the time held by the Pledgees hereunder, shall be applied by
the Pledgees first to the payment of the reasonable costs of any such sale or

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enforcement, then to reimburse the Pledgees for any damages, costs or expenses
incurred by the Pledgees as a result of an Event of Default, then to the payment
of the principal amount or stated valued (as applicable) of, and interest or
dividends (as applicable) and any other payments due in respect of, the
Obligations. The remainder, if any, shall be paid to the Pledgor. As used in
this Agreement, "PROCEEDS" shall mean cash, securities and other property
realized in respect of, and distributions in kind of, the Collateral, including
any thereof received under any reorganization, liquidation or adjustment of debt
of any issuer of securities included in the Collateral.

         9. REPRESENTATIONS AND WARRANTIES.

                  (a) The Pledgor hereby represents and warrants to the Pledgees
that:

                           (i) the Pledgor has full power and authority and
                  legal right to pledge the Collateral to the Pledgees pursuant
                  to this Agreement and this Agreement constitutes a legal,
                  valid and binding obligation of the Pledgor, enforceable in
                  accordance with its terms.

                           (ii) the execution, delivery and performance of this
                  Agreement and other instruments contemplated herein will not
                  violate any provision of any order or decree of any court or
                  governmental instrumentality or of any mortgage, indenture,
                  contract or other agreement to which the Pledgor is a party or
                  by which the Pledgor and the Collateral may be bound, and will
                  not result in the creation or imposition of any lien, charge
                  or encumbrance on, or security interest in, any of the
                  Pledgor's properties pursuant to the provisions of such
                  mortgage, indenture, contract or other agreement.

                           (iii) the Pledgor is the sole record and beneficial
                  owner of all of the Shares; and

                           (iv) the Pledgor owns the Collateral free and clear
                  of all Liens.

                  (b) The Company represents and warrants to the Pledgees that:

                           (i) it has no knowledge that any of the
                  representations or warranties of the Pledgor herein are
                  incorrect or false in any material respect;

                           (ii) all of the Shares were validly issued, fully
                  paid and non-assessable; and

                           (iii) the Pledgor is the record holder of the Shares.

         10. NO WAIVER; NO ELECTION OF REMEDIES. No failure on the part of the
Pledgees to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by the Pledgees of any right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.

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The remedies herein provided are cumulative and are not exclusive of any
remedies provided by law. In addition, the exercise of any right or remedy of
the Pledgees at law or equity or under this Agreement or any of the documents
shall not be deemed to be an election of Pledgee's rights or remedies under such
documents or at law or equity.

         11. TERMINATION. This Agreement shall terminate on the date on which
all Obligations have been performed, satisfied, paid or discharged in full.

         12. FURTHER ASSURANCES. The parties hereto agree that, from time to
time upon the written request of any party hereto, they will execute and deliver
such further documents and do such other acts and things as such party may
reasonably request in order fully to effect the purposes of this Agreement.

         13. MISCELLANEOUS.

                  (a) MODIFICATION. This Agreement contains the entire
understanding between the parties with respect to the subject matter hereof and
specifically incorporates all prior oral and written agreements relating to the
subject matter hereof. No portion or provision of this Agreement may be changed,
modified, amended, waived, supplemented, discharged, canceled or terminated
orally or by any course of dealing, or in any manner other than by an agreement
in writing, signed by the party to be charged.

                  (b) NOTICE. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 6:30 p.m. (New
York City time) on a Business Day (as defined in the Purchase Agreement), (ii)
the Business Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Agreement later than 6:30 p.m. (New York City time) on any date and earlier than
11:59 p.m. (New York City time) on such date, (iii) the Business Day following
the date of mailing, if sent by nationally recognized overnight courier
services, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be
as follows:

                If to the Company:     NetStaff, Inc.
                                       c/o MAT Trading Corp.
                                       990 Stewart Avenue
                                       Garden City, NY 11530
                                       Facsimile No.:  516-228-8270
                                       Attn:  Marc K. Swickle, President

                With copies to:        Anslow & Jaclin, LLP
                                       4400 Route 9, 2nd Floor
                                       Freehold, NJ  07728
                                       Facsimile No.:  (732) 577-1188
                                       Attn:  Richard Anslow, Esq.

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                If to the Pledgor:     ____________________
                                       c/o MAT Trading Corp.
                                       990 Stewart Avenue
                                       Garden City, NY 11530
                                       Facsimile No. 516-228-8270

                If to the Pledgees:    AJW Partners, LLC
                                       155 First Street, Suite B
                                       Mineola, NY  11501
                                       Facsimile No.:  (516) 739-7115
                                       Attn:  Corey Ribotsky

                                       New Millennium Capital Partners II, LLC
                                       155 First Street, Suite B
                                       Mineola, NY  11501
                                       Facsimile No.:  (516) 739-7115
                                       Attn:  Corey Ribotsky

                                       AJW/New Millennium Offshore, Ltd.
                                       155 First Street, Suite B
                                       Mineola, NY  11501
                                       Facsimile No.:  (516) 739-7115
                                       Attn:  Corey Ribotsky

                                       Pegasus Capital Partners, LLC
                                       155 First Street, Suite B
                                       Mineola, NY  11501
                                       Facsimile No.:  (516) 739-7115
                                       Attn:  Corey Ribotsky

                With copies to:        Ballard Spahr Andrews & Ingersoll, LLP
                                       1735 Market Street, 51st Fl.
                                       Philadelphia, PA  19103
                                       Facsimile No.:  (215) 864-8999
                                       Attn:   Gerald J. Guarcini, Esq.

                  (c) INVALIDITY. If any part of this Agreement is contrary to,
prohibited by, or deemed invalid under applicable laws or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

                  (d) BENEFIT OF AGREEMENT. This Agreement shall be binding upon
and inure to the parties hereto and their respective successors and assigns.

                  (e) MUTUAL AGREEMENT. This Agreement embodies the arm's length
negotiation and mutual agreement between the parties hereto and shall not be
construed against either party as having been drafted by it.


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                  (f) NEW YORK LAW TO GOVERN. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of New York without regard to the principals of conflicts of law thereof. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
Federal courts sitting in the city of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court or that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.









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                  IN WITNESS WHEREOF, the parties hereto have caused this
Guaranty and Pledge Agreement to be duly executed by their respective authorized
persons as of the date first indicated above.


                                     NETSTAFF, INC.


                                     By:
                                         ------------------------------------
                                             Marc K. Swickle
                                             President


                                     PLEDGEES:

                                     AJW PARTNERS, LLC
                                     By:     First Street Manager II, LLC


                                     By:
                                         ------------------------------------
                                            Corey S. Ribotsky
                                            Manager


                                     NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                     By:     First Street Manager II, LLC


                                     By:
                                         ------------------------------------
                                            Corey S. Ribotsky
                                            Manager


                                     AJW/NEW MILLENNIUM OFFSHORE, LTD.
                                     By:     First Street Manager II, LLC


                                     By:
                                         ------------------------------------
                                            Corey S. Ribotsky
                                            Manager



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                                     PEGASUS CAPITAL PARTNERS, LLC
                                     By:     Pegasus Manager, LLC


                                     By:
                                         ------------------------------------
                                            Corey S. Ribotsky
                                            Manager


                                     PLEDGOR:



                                     -------------------------------------------

                                     -----------------------------

                                     Number of Shares subject to this pledge:
                                                                    ____________


                                     Date such Shares were acquired:  __________



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