Stock Pledge And Security Agreement

Stock Pledge and Security Agreement



                       STOCK PLEDGE AND SECURITY AGREEMENT


                  STOCK PLEDGE AGREEMENT dated as of September ___, 1996,
between DICKINSON HOLDING CORP., a Delaware corporation (the "Pledgor") and
SYNERGISTIC HOLDINGS CORP., a Delaware corporation (the "Pledgee").

                  The parties hereto, intending to be legally bound, hereby
agree as follows:

                  1. Pledge of Securities and Grant of Security Interest. In
order to secure its obligations of the Pledgor (the "Obligations") under that
certain promissory note of even date herewith made by Pledgor to the Pledgee in
the initial principal amount of up to $500,000 (the "Note"), the Pledgor hereby
pledges to the Pledgee, and grants to the Pledgee a continuing security interest
in, 250,000 shares of common stock of Synergistic Holdings Corp. (the "Pledged
Securities"). The Pledgor is herewith delivering the Pledged Securities to the
Pledgee to be held in accordance with the terms of this Agreement, or in the
absence of such physical delivery, has made the appropriate book entry
nominations in DTC to exhibit and perfect the pledge of securities provided for
herein. The Pledgor is also delivering to the Pledgee fully executed blank stock
powers, which blank stock powers may be utilized by the Pledgee in the exercise
of the Pledgee's rights as herein granted.

                  2. Representations, Warranties and Covenants of Pledgor. The
Pledgor represents and warrants that it is, and covenants and agrees that at all
times during the term of this








Stock Pledge Agreement it will be, the legal and beneficial owner of the Pledged
Securities, free and clear of any lien, security interest, charge or other
encumbrance except for the security interest created hereby.

                  3. Events of Default. Upon an Event of Default (as hereinafter
defined) under the Note, the Pledgee shall provide written notice of such
default to the Pledgor and the Pledgee shall be entitled to exercise all rights
available to it as a secured party with respect to the Pledged Securities as
provided more fully in Section 4 hereof.

                  4.       Default Defined; Remedies.

                           (a) An Event of Default shall be deemed to have
occurred on the fifth calendar day after the failure of the Pledgor to make any
payments due under the Note when and if demanded.

                           (b) Unless and until there exists an Event of
Default, the Pledgor shall be entitled to exercise all voting and other
consensual rights pertaining to the Pledged Securities; provided that the
Pledgee shall be entitled to receive and retain any cash dividends thereon and
any cash distributions made in respect thereof.

                           (c) Upon an Event of default, the Pledgee shall have
all of the rights of a secured party upon the occurrence of a default under the
Uniform Commercial Code then in effect in the State of New York; and without
limiting the generality of the foregoing, upon the occurrence of a Default, the
Pledgee shall have the right at any time or times to sell, resell, assign and

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deliver, all in a commercially reasonable manner, the Pledged Securities or any
part thereof, in one or more parcels, at such price of prices as shall be
commercially reasonable, at public or private sale, at any exchange or broker's
board or elsewhere.

                           (d) The proceeds of any such sale or sales, and any
proceeds the Pledgee receives in respect of any realization upon the Pledged
Securities, shall be received and applied: first, to the payment of the
Obligations and, second, any surplus thereafter remaining shall be paid to the
Pledgor or to whosoever may be lawfully entitled to receive the same.

                  5. Right to Substitute. Pledgor shall have the right from time
to time during the term of this Agreement to replace the Pledged Securities with
different collateral; provided that such substitute collateral consists of
freely tradeable securities with a value equal to or greater than the
outstanding balance of the Note. For purposes of the foregoing, the value of the
substitute collateral shall (a) if such securities are traded on a national
securities exchange or on the NASDAQ National Market System, be based on the
then current trading price of such securities, or (b) if such securities are
listed on any other exchange, the Pledgor and the Pledgee shall mutually agree
on the value.

                  6. Legend. The certificates representing the Pledged
Securities shall bear the following legend:

                           THE STOCK REPRESENTED BY THIS STOCK CERTIFICATE IS
                           HELD SUBJECT TO THE TERMS OF A STOCK PLEDGE
                           AGREEMENT, DATED AS OF SEPTEMBER ___, 1996,
                           BETWEEN DICKINSON HOLDING CORP. AND SYNERGISTIC
                           HOLDINGS CORP. MAY NOT BE OFFERED FOR SALE, SOLD,

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                           TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
                           DISPOSED OF EXCEPT AS PROVIDED IN SAID AGREEMENT.
                           ANY PURPORTED TRANSFER IN VIOLATION OF SAID
                           AGREEMENT SHALL BE VOID.

                  7. Miscellaneous. This Stock Pledge Agreement (a) may only be
modified by a written instrument which is executed by both of the parties
hereto; (b) shall be governed by the laws of the State of New York applicable to
contracts made and to be wholly performed therein; (c) sets forth the entire
agreement of the parties with respect to the subject matter hereof; (d) may not
be assigned by either party hereto without the prior written consent of the
other party, and (e) shall inure to the benefit of, and be binding upon, each of
the parties hereto and their respective successors and assigns. All notices
and/or other communications relating to this Stock Pledge Agreement shall be in
writing and deemed delivered as of the date delivered, if delivered personally,
or three (3) days after having been mailed, if mailed by registered or certified
mail, postage prepaid, return receipt requested, as follows:

                           if to Pledgor, to:

                             Dickinson Holding Corp.
                             405 Sixth Avenue
                             Des Moines, Iowa 50309
                             Attention:  T. Marshall Swartwood

                           if to Pledgee, to:

                             Synergistic Holdings Corp.
                             405 Sixth Avenue
                             Des Moines, Iowa 50309



or to such other address as either of such parties shall have designated by like
notice to the other party.

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                  IN WITNESS WHEREOF, the parties hereto have caused this Stock
Pledge Agreement to be executed and delivered on the date first-above written.

                              DICKINSON HOLDING CORP.


                              By: /s/ T. Marshall Swartwood
                                  -----------------------------------------
                                       Name:  T. Marshall Swartwood
                                       Title:


                              SYNERGISTIC HOLDINGS CORP.


                              By:  /s/ Thomas M. Swartwood
                                  -----------------------------------------
                                       Name:  Thomas M. Swartwood
                                       Title: President





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