RAYL PLEDGE AGREEMENT

 

                                                                Exhibit 10.82

                             RAYL PLEDGE AGREEMENT
                             ---------------------
          PLEDGE AGREEMENT dated as of June 15, 1994 by and among PARTECH
HOLDINGS CORPORATION, a Delaware corporation, with principal offices at 3366
Riverside Drive, Suite 200, Columbus, Ohio 43221 (the "Company"); JOHN E. RAYL
(the "Pledgor"); the purchasers of the Company's 6% Secured Notes (the "Notes")
listed on Schedule A hereto (each, a "Pledgee"; collectively, the "Pledgees");
and KELLEY DRYE & WARREN ("KDW") as representative of the Pledgees, solely for
the limited purpose of holding the Pledged Securities as further described
herein.

          THE TERMS AND CONDITIONS of this Agreement are as follows:

          1.   THE PLEDGED SECURITIES.  The property subject to this Agreement
(referred to collectively hereinafter as either the "Pledged Securities" or the
"collateral") is:
               (a)  The securities identified in Schedule B hereto; and
               (b)  All proceeds of any of the foregoing.

          2.   DELIVERY AND PLEDGE.
               (a)  The Pledgor has previously delivered or is delivering
herewith to KDW the Pledged Securities identified in Schedule B hereto,
together with stock powers duly endorsed in blank (Pledgor shall deliver one
(1) or more executed stock powers duly endorsed in blank, with signature
guaranteed for each certificate).  All Pledged Securities shall be held in
pledge in accordance with the terms of this Agreement as security for the
payment and performance of all of (i) the Company's obligations and agreements
now existing or hereafter arising under the Subscription Agreement (in the form
attached hereto as Exhibit Y) between the Company and each of the parties
listed on Schedule A hereto and (ii) the Notes issued by the Company.  The
obligations and agreements referred to herein are hereinafter collectively

referred to as the "Obligations."  Each purchaser of a Note from the Company
shall execute a counterpart of the signature page to this Agreement and by such
signature shall become a party hereto, as a Pledgee, and shall be entitled to
the rights and preferences afforded a Pledgee hereunder.  The rights and
preferences of each Pledgee shall be equal and ratable based upon the principal
amount of such Pledgee's Note as compared to all Notes outstanding.
               (b)  Pledgor hereby grants to the Pledgees a possessory lien and
a security interest in the Pledged Securities pursuant to the Uniform
Commercial Code as in effect in the State of New York from time to time (the
"UCC") for the security purposes hereinabove stated.  The Pledgor covenants and
agrees that he will maintain and preserve the lien of the  pledge hereunder as
a first lien on the Pledged Securities, and the interest of the Pledgees
therein, against the claims and demands of all persons who may claim the same.
               (c)  Subject to the actual exercise by Pledgor of his right in
respect of the Pledged Securities as permitted by the terms of this Agreement,
Pledgee shall have and may exercise all rights of a pledgee with respect to the
Pledged Securities, provided, however, that the Pledgees may not register the
Pledged Securities in their name or in the name of their nominee or nominees,
as pledgees, unless a default occurs in accordance with Section 6 hereof.

          3.   VOTING RIGHTS.  Pledgor shall have the right to vote the Pledged
Securities until a foreclosure on the Pledged Securities pursuant to Section 7
of this Agreement.

          4.   REPRESENTATION AND WARRANTIES.  The Pledgor hereby makes the
following representations and warranties with respect to the Pledged
Securities, all of which shall survive so long as the Company has any
obligation under the Notes.

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               (a)  The Pledgor has good and marketable title to all of the
Pledged Securities as sole owner thereof, free and clear of all liens, charges
and encumbrances whatsoever, and full power and lawful authority to pledge the
same hereunder, free and clear of any other pledge, assignment, lien, charge or
encumbrance.
               (b)  None of the Pledged Securities is subject to any prohibition
against encumbering, pledging, hypothecating or assigning the same or requires
notice or consent in connection therewith.
               (c)  The Pledgor has fully paid for the Pledged Securities and
has held: (i) 382,601 of the Pledged Securities for more than three years, (ii)
100,000 of the Pledged Securities for more than two years, and such 100,000 of
the Pledged Securities have been registered pursuant to the Securities Act of
1933, as amended (the "Act") and are freely tradeable, and (iii) since July 1,
1991, 217,704 of the Pledged Securities, in each such case, for purposes of
future sales pursuant to Securities and Exchange Commission ("SEC") Rule 144,
and the pledge hereunder is intended to be a bona fide pledge for purposes of
such rule.
               (d)  The Pledgor has full power and authority to execute,
deliver and perform his obligations under this Pledge Agreement and to pledge
the collateral in accordance with the terms hereof.  This Pledge Agreement has
been duly executed and delivered by Pledgor and constitutes the legal, valid
and binding agreement of Pledgor.
               (e)  This Pledge Agreement creates a valid first lien and
perfected security interest in the collateral.

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               (f)  Neither the Pledgor nor any other parties whose sales of
securities are aggregated with Pledgor's sales pursuant to SEC Rule 144 has
sold, assigned, transferred or otherwise disposed of any securities of the
Company within ninety (90) days prior to the date hereof.

          5.   COVENANTS OF PLEDGOR AND THE COMPANY.
               (a)  The Pledgor hereby covenants and agrees that for so long as
this Pledge Agreement shall remain in force  and effect, he will not sell,
convey or dispose of any of the collateral or any interest therein, or create,
incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or
other security interest whatsoever with respect to any of the collateral.
               (b)  The Pledgor hereby covenants and agrees to defend each of
the Pledgees' respective right, title and security interest in and to the
collateral against the claims of any person, firm, corporation or other entity.
               (c)  The Pledgor hereby covenants and agrees to immediately take
all action necessary, at the direction of the Pledgees, or their counsel
(including, without limitation, using its best efforts to ensure that the
Company's transfer agent effects a registered transfer to each of the
respective Pledgees of all securities which constitute a part of the
collateral), to transfer such securities to the respective Pledgee's name after
the occurrence of an event of default described in Section 6 hereof.
               (d)  The Pledgor hereby covenants and agrees to indemnify and
hold the Pledgees harmless if the securities which constitute part of the
collateral are not promptly

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re-registered in the name of the requesting Pledgee upon such Pledgee's request
after the occurrence of any event of default described in Section 6 hereof.
               (e)  The Pledgor hereby covenants and agrees that he shall not
sell, assign, transfer or otherwise dispose of securities issued by the Company
which would be aggregated under SEC Rule 144 with any sales by any Pledgee.
               (f)  The Pledgor hereby covenants and agrees that he will use
his best efforts to ensure that all parties whose sales of securities would be
aggregated with such Pledgor's sales pursuant to SEC Rule 144 shall comply with
the covenant contained in Section (e) hereof.
               (g)  The Pledgor hereby covenants and agrees to cause the
Company, and the Company hereby covenants and agrees, to keep available
adequate current public information with respect to the Company in accordance
with SEC Rule 144(c) at all times until the termination of this Agreement
pursuant to Section 9 hereof.

          6.   EVENTS OF DEFAULT.  Any of the following shall constitute an
Event of Default under this Agreement:
               (a)  A default under any of the Notes;
               (b)  If the Pledgor fails to perform or observe any term,
covenant or agreement on his part to be performed or observed contained in this
Agreement;
               (c)  If the Pledgor attempts to sell or otherwise transfer any
of the Pledged Securities or permit any of the Pledged Securities to become
subject to any pledge, assignment, lien, charge or encumbrance other than the
pledge under this Agreement.

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          7.   REMEDIES ON DEFAULT.  In the event that an Event of Default, as
defined above, shall have occurred, each Pledgee shall have the right to
foreclose upon such Pledgee's pro rata share or any part thereof of the Pledged
Securities and shall become the owner of such number of shares of the Company's
Common Stock as shall equal the total amount of shares due the Pledgee
hereunder in accord with the terms of this Section 7.  Pledgee shall promptly
notify the Pledgor and the Company of its election to foreclose.  Each Pledgee
may exercise its rights hereunder in whole or in part at such Pledgee's
discretion.  Further, in addition to the foregoing and in no way limiting the
foregoing, with respect to the Pledged Securities, each Pledgee shall also have
the rights and remedies of a secured party under the Uniform Commercial Code as
in effect in the State of New York as of the date thereof; provided that, prior
to such time all voting rights associated with the Collateral shall remain with
the Pledgor.  The Company shall instruct its transfer agent to rely on an
opinion of Horowitz, Cutler & Beam with respect to Rule 144 as legal counsel in
connection with the transfer of any part of the Pledged Securities under SEC
Rule 144 pursuant hereto.

          Each Pledgee's right to foreclose on Pledged Securities shall be
limited to the pro rata portion of the Pledged Securities which are allocated
to such Pledgee in accordance with the following sentence.  Pledged Securities
shall be allocated based upon the percentage of Notes held by such Pledgee as
compared to the total Notes outstanding.  Upon the payment of a Note, or
portion thereof, the remaining Pledged Securities allocated with respect to the
Pledgee of such Note shall remain allocated to the Pledgee of such Note,  with
respect to any remaining Notes, or portions thereof, still held by such
Pledgee.  Upon the satisfaction in full of all Notes held

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by such Pledgee, any Pledged Securities which remain allocated to such Pledgee
shall be redistributed among the remaining Pledgees on a pro rata basis of the
amount of Notes held by each of such remaining Pledgees as compared to the
remaining Notes outstanding at the time of such redistribution.  For purposes
of calculations hereunder, Notes held by the Company or the Pledgor shall not
be considered outstanding, nor shall such Notes be entitled to the benefits of
the pledge hereunder.  In the event a Pledgee takes possession of any of the
Pledged Securities, the Company's obligations under the Notes held by such
Pledgee, with respect to such Pledgee, shall be reduced in an amount equal to
the greater of (i) the actual amount received by such Pledgee upon any sale or
sales of such Pledged Securities made within 90 days of foreclosure thereon or
(ii) one-half of the closing bid price of the Company's Common Stock on the
date of the notice of default (unless such date is not a business day, in which
case the date shall be the next following business day) giving rise to such
action, multiplied by the number of Pledged Securities for which Pledgee has
elected to take possession; provided, however, the amount of the Company's
obligation under such Notes, with respect to such Notes, shall be increased by
an amount equal to the costs, if any, incurred by such Pledgee (including,
without limitation, the fees and expenses of counsel) in taking possession of
the Pledged Securities and of selling the Pledged Securities pursuant to SEC
Rule 144.

          Neither the Pledgor nor anyone claiming through or under him,
including his successors and assigns, shall or will set up, claim or seek to
take advantage of any appraisement, valuation, stay, extension, redemption or
other law now or hereafter in force, in order to prevent, delay or otherwise
hinder the enforcement of the lien and pledge hereunder, or the

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absolute sale or other disposition of the Pledged Securities or the final and
absolute delivery into possession thereof of the purchaser or purchasers or
other transferees thereof.  The Pledgor, for himself and all who may claim
through or under him, including his heirs, legal representatives, successors
and assigns, hereby waives the benefit of all such laws and hereby waives all
right of appraisement and redemption to which he or any of them may be entitled
under any state or federal law and any and all right to have the Pledged
Securities or any part thereof marshalled upon any foreclosure, sale or other
enforcement thereof.

          All rights, remedies and powers conferred upon the Pledgees by this
Agreement shall, to the extent not prohibited by law, be deemed cumulative and
not exclusive of any thereof or of any other rights, remedies and powers
available to the Pledgees under the UCC or otherwise at law or in equity for
enforcement of this Agreement, the Notes or any of the other Obligations,
except as such may be limited by this Section 7 with respect to the value
attributable to the Pledged Securities.

          To the extent this Agreement modifies certain remedies or provides
remedies which conflict with remedies provided by the UCC, this Agreement shall
control to the maximum extent permitted by law.  The Pledgor hereby expressly
waives any rights under the UCC which would limit the provisions of any part of
this Agreement.  The Pledgor hereby agrees and acknowledges that the rights and
remedies provided herein or hereby to the Pledgees are fair, reasonable and
equitable in all respects.  No delay or omission of a Pledgee to exercise any
right, remedy or power accruing upon any default shall impair any such right,
remedy or power, or shall be construed to be a waiver of any such default or
acquiescence therein.  Every

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right, remedy and power conferred hereby may be exercised from time to time and
as often as a Pledgee shall deem expedient.  No waiver of any default shall
extend to or affect any subsequent default or impair any right, remedy or power
available to such Pledgee or any other Pledgee.  No single or partial exercise
of any right, remedy or power by any Pledgee shall preclude other or further
exercises thereof by such Pledgee or any other Pledgee.

          The Pledgor agrees that, in connection with any action or proceeding
arising out of or relating to the Notes, this Agreement or the Pledged
Securities:
               (a)  The Pledgor waives the right to trial by jury and all
defenses and right to interpose any setoff or counterclaim of any nature,
except and only to the extent such defense pertains to the existence of an
Event of Default;
               (b)  The Pledgor consents to the jurisdiction of any court of the
State of New York and of any federal court located in New York;
               (c)  The Pledgor waives personal service of any summons,
complaint or other process in connection with any such action or proceeding and
agrees that service thereof may be made, as Pledgee may elect, by certified
mail directed to Pledgor at his address for notice provided for in Section 19
hereof or, in the alternative, in any other form or manner permitted by law;
and
               (d)  The Pledgor agrees that all of the Pledged Securities
constitute equal security for all of the Notes, and agree that the Pledgees
shall be entitled to sell or otherwise deal with any or all of the Pledged
Securities, in any order or simultaneously as Pledgee shall determine in its
sole discretion, as provided in this Section 7, free of any

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requirement for the marshalling of assets or other restrictions upon such
Pledgee in dealing with the Pledged Securities except as otherwise expressly
provided in this Section 7.

          Notwithstanding any other provision of this Agreement (including,
without limitation, all Exhibits hereto), no Pledgee shall be permitted to
exercise any of the conversion rights to receive securities of the Company or
the foreclosure rights to obtain Pledged Securities and Additional Warrants (as
defined in the Notes), if such action by such Pledgees would result in such
Pledgee  converting into and or foreclosing upon and becoming the beneficial
owner of an aggregate of more than 5% of shares of the then outstanding shares
of any class of voting equity of the Company, as calculated pursuant to Section
13 of the Securities and Exchange Act of 1934, as amended.  The foregoing shall
not prohibit the Pledgee from receiving any remaining amount due such Pledgee
under the Notes.

          8.  KDW AS REPRESENTATIVE.  Upon the election by one or more Pledgees
to foreclose upon Pledged Securities hereunder, such Pledgee(s) shall notify
KDW of such election simultaneously with its notice to the Company and the
Pledgor in accordance with the provisions of Section 7 hereof.  As soon as
practicable after receipt of such notice, KDW will deliver to the Company's
transfer agent at the address provided on Schedule B sufficient share
certificates and stock powers executed by the Pledgor, previously delivered to
KDW hereunder, with respect to the shares to be foreclosed upon hereunder,
subject to the limitations provided in Section 7 hereof, with a notice that
such documents are being delivered by KDW merely as an agent for one or more
Pledgees under this Pledge Agreement, with instructions to cause certificates
evidencing the shares not foreclosed upon to be issued in the name of the
Pledgor and returned

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to KDW.  KDW shall continue to hold the certificates returned to it in
accordance with the terms of this Agreement.

          All additional instructions to the transfer agent, with respect to
foreclosed shares, shall come from either the Company or the respective
Pledgee(s).  KDW is acting as a depositary of the Pledged Securities for the
benefit of the Pledgees.  Neither KDW nor any Pledgee shall have the power to
act for or give instructions on behalf of any Pledgee hereunder other than
itself.  Neither KDW nor any Pledgee shall assume any duty on behalf of any
Pledgee nor shall they be deemed to have any such duty absent a written
agreement signed by KDW and/or such Pledgee agreeing to accept such duty.  KDW
shall not be responsible for any act or failure to act by any party other than
KDW.  KDW shall not be responsible for any act or failure to act on its part or
on the part of its agents or employees except in the case of its own willful
malfeasance or gross negligence.  Without limiting the foregoing, KDW shall be
under no duty to investigate a claim by any Pledgee, the Company or the
Company's transfer agent and shall incur no liability for distributing shares
to the Company's transfer agent, the Pledgor, the Company or a Pledgee upon a
request to do so.  KDW may act or refrain from acting hereunder with respect to
any matter referred to herein upon the advice of counsel.

          9.   DURATION OF THE PLEDGE AND REASSIGNMENT TO PLEDGOR.  This
Agreement and the pledge hereunder shall remain in full force and effect until
the date on which all of the Pledgor's Obligations are satisfied.  Upon such
satisfaction, all remaining Pledged Securities shall be returned to the Company
for distribution to the Pledgor and this Agreement shall terminate.

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          10.  TRANSFER OF PLEDGE AGREEMENT.  The parties hereto hereby agree
that each of the respective Pledgees may transfer in whole or in part their
respective rights, title and interest under and pursuant to this Pledge
Agreement to any other individuals or entities without notice to the Pledgor;
upon any such transfer, all of the terms, conditions and covenants herein shall
enure to the benefit of and be binding upon such transferees.  Upon any such
transfer, all of the rights to the collateral of such Pledgee shall be
transferred to such transferees.

          11.  AUTHORIZATION.  All corporate action on the part of the Company
and its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Agreement and the performance by the Company of
its obligations hereunder has been duly taken.  This Agreement, when executed
and delivered by the Company, shall constitute a valid and legally binding
obligation of the Company, enforceable in accordance with its terms.

          12.  COMPLIANCE WITH OTHER INSTRUMENTS.  The Company is not in
violation of any provision of (a) its Certificate of Incorporation or By-Laws,
as presently in effect, (b) any material agreement, or (c) any federal or state
judgment, writ, decree, order, statute, rule or governmental regulation
applicable to the Company, the violation of which would have a material and
adverse effect on the Company or the transactions contemplated hereby.  The
Company's execution and delivery of this Agreement and its consummation of the
transactions contemplated hereby will not result in any such violation or
conflict with, constitute a default or require any consent under (a), (b) or
(c) above, or result in the creation of any lien, charge or encumbrance on any
of its properties or assets as contemplated herein.

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          13.  ADDITIONAL COVENANTS OF THE COMPANY.  The Company hereby
covenants and agrees to immediately take all action necessary, at the direction
of any of the Pledgees, to transfer  the Pledged Securities, subject to the
limitation of the number of shares allocated to such Pledgee(s) under Section 7
hereof, to or upon the order of such Pledgee(s) after the occurrence of a
default hereunder (including, without limitation, using its best efforts to
ensure that (i) the Company's transfer agent effects a registered transfer to
or upon the order of each such Pledgee that number of shares of the Company's
Common Stock calculated in accordance with Section 7 hereof which each such
Pledgee is entitled to receive upon an Event of Default hereunder and (ii) the
Company and its counsel promptly, upon the request of any such Pledgee, shall
furnish the Company's transfer agent with any and all documentation necessary
to allow the Pledgee to sell such shares pursuant to SEC Rule 144).

          14.  INDEMNIFICATION.
               (a)  The Company hereby agrees to indemnify and hold harmless
each Pledgee and each of the Pledgee's stockholders, directors, officers,
partners and agents and each of their respective heirs, executors,
administrators, successors and assigns, from any loss, claim, damage, cost,
lawsuit, attorney's and accountant's fees, deficiency, assessment,
administrative order, fine, penalty, action, proceeding, judgment or expense,
including in all cases the reasonable fees and expenses of counsel, resulting
from or by reason of (a) any inaccuracy in any of the representations, or
breach of the warranties made by the Company in this Agreement or in connection
with this Agreement in any document executed and/or delivered by or on behalf

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of the Company and (b) any failure of the Company to perform any covenant or
agreement set forth in this Agreement.
               (b)  The Pledgor hereby agrees to indemnify and hold harmless
each of the Pledgees and each of the Pledgees' stockholders, directors,
officers, partners and agents and each of their respective heirs, executors,
administrators, successors and assigns, from any loss, claim, damage, cost,
lawsuit, attorney's and accountant's fees, deficiency, assessment,
administrative order, fine, penalty, action, proceeding, judgment or expense,
including in all cases, the reasonable fees and expenses of counsel, resulting
from or by reason of (a) any inaccuracy in any of the representations, or
breach of the warranties made by the Pledgor in this Agreement or in connection
with this Agreement in any document executed and or delivered by or on behalf
of the Pledgor and (b) any failure of the Pledgor to perform any covenant or
agreement set forth in this Agreement.
               (c)  Each Pledgee hereby agrees to indemnify and hold harmless
the Company and its stockholders, directors, officers, partners and agents and
each of their respective heirs, executors, administrators, successors and
assigns, from any loss, claim, damage, cost, lawsuit, attorney's and
accountant's fees, deficiency, assessment, administrative  order, fine,
penalty, action, proceeding, judgment or expense, including in all cases the
reasonable fees and expenses of counsel, resulting from or by reason of (a) any
inaccuracy in any of the representations, or breach of the warranties made by
such Pledgee in this Agreement or in connection with this Agreement in any
document executed and or delivered by such

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Pledgee and (b) any failure of such Pledgee to perform any covenant or
agreement set forth in this Agreement.
               (d)  The Company, the Pledgor and each of the Pledgees hereby
agree to indemnify and hold harmless KDW and its partners and agents and each
of their respective heirs, executors, administrators, successors and assigns,
from any loss, claim, damage, cost, lawsuit, attorney's and accountant's fees,
deficiency, assessment, administrative order, fine, penalty, action,
proceeding, judgment or expense, including in all cases the reasonable fees and
expenses of counsel, resulting from or by reason of KDW's holding of the
Pledged Securities other than claims resulting from KDW's willful malfeasance
or gross negligence.

          15.  EXPENSES OF THE INVESTOR.  All reasonable expenses incurred by
any Pledgee in connection with the exercise by such Pledgee of any of its
respective rights hereunder, including, without limitation, any attorney fee,
brokerage fees, and commissions in connection with any sale of  the collateral
hereunder shall be promptly paid by the Company upon demand made by such
Pledgee.

          16.  REMEDIES.  Each right, power and remedy provided for herein or
now or hereafter existing at law, in equity, by statute or otherwise, shall be
cumulative, and the exercise or forbearance of exercise by any party of any one
or more of such rights, powers or remedies shall not preclude the simultaneous
or later exercise by such party of any or all of such other rights, powers or
remedies, nor shall any failure to enforce any of such rights, powers or
remedies be deemed to constitute a waiver thereof.

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          17.  FURTHER ASSURANCES.  The Company and the Pledgor shall at any
time and from time to time upon the written request of any Pledgee, execute and
deliver such further documents, including without limitation, representation
letters, and do such further acts and things as such Pledgee(s) may reasonably
request in order to effectuate the purposes of this Agreement and in order to
create, preserve and perfect the interest granted pursuant hereto or to enable
such Pledgee(s) to enforce its/their rights hereunder.

          The Pledgor hereby agrees to give, execute, deliver, file and/or
record any financing statement, notice, instrument, document, agreement or
other papers that may be necessary or reasonably desirable (in the judgment of
any Pledgee or its counsel) to create, preserve, perfect or validate any
security  interest granted pursuant hereto or to enable the Pledgees or any one
of them to exercise and enforce their rights hereunder with respect to such
security interest.

          18.  AMENDMENTS; WAIVER; CONSENT.  No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Pledgor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by each Pledgee, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

          19.  NOTICES.  All notices provided for in this Agreement shall be in
writing signed by the party giving such notice, and delivered personally (with
delivery confirmed by receipt signed by recipient) or sent by overnight courier
or messenger or sent by registered or certified mail  (air mail if overseas),
return receipt requested, or by telex, facsimile

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transmission, telegram or similar means of communication with delivery
confirmed.  Notices shall be deemed to have been received on the date of
personal delivery, telex, facsimile transmission, telegram or similar means of
communication, or if sent by overnight courier or messenger, shall be deemed to
have been received on the next delivery day after deposit with the courier or
messenger, or if sent by certified or registered mail, return receipt
requested, shall be deemed to have been received on the third business day
after the date of mailing.  Notices shall be sent to the addresses set forth on
Schedule C.

          20.  GOVERNING LAW.  THIS AGREEMENT AND ALL DOCUMENTS DELIVERED IN
CONNECTION THEREWITH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE RULES OF
CONFLICTS OF LAW.

          21.  BINDING EFFECT.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns, except that the Pledgor shall not have
the right to assign any rights hereunder without the prior written consent of
all Pledgees.

          22.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement.

          23.  SEVERABILITY OF PROVISIONS.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of

                                     - 17 -

this Agreement or affecting the validity or enforceability of such provisions
in any other jurisdiction.

          24.  HEADINGS.  The headings preceding the text of this Agreement are
inserted solely for convenience of reference  and shall not constitute a part
of this Agreement nor affect its meaning, construction or effect.

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          IN WITNESS WHEREOF, and in consideration of the agreements contained
herein and intending to be legally bound hereby, Pledgees and Pledgor hereby
execute this Agreement, and the Company and KDW as Representative have caused
this Agreement to be executed by their respective officers or partners
thereunto duly authorized, as of the date first above written.

                                   PARTECH HOLDINGS CORPORATION

                                   By:
                                      _________________________
                                      Name:  John E. Rayl 
                                      Title:  President and Chief Executive
                                                Officer

        
                                   Pledgor:____________________
                                      Name: John E. Rayl

                                   KELLEY DRYE & WARREN,
                                     as Representatives of the Pledgees

                                   By:_________________________
                                      Name:  Lawrence B. Fisher 
                                      Title: Partner

                                   Pledgees:

                                   GENERATION CAPITAL ASSOCIATES

                                   By:__________________________
                                      Name:  Frank Hart 
                                      Title:  General Partner

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                                      __________________________________________
                                      Name: Peter Prescott

                                   JULES and AMOS SWIMMER, Joint
                                       Tenants

                                   By:__________________________________________
                                      Name: Jules Swimmer

                                      __________________________________________
                                      Name: Jules Swimmer

                                   RSH PARTNERS

                                   By:__________________________________________
                                      Name: Horace Hertz 
                                      Title: General Partner

                                   TGR VENTURES, INC.

                                   By:__________________________________________
                                      Name: 
                                      Title:

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                                   _________________________________

                                   By:__________________________________________
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                                      Title:

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                                   _________________________________

                                   By:__________________________________________
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                                   By:__________________________________________
                                      Name: 
                                      Title:

                                   _________________________________

                                   By:__________________________________________
                                      Name: 
                                      Title:

                                     - 21 -

                                   SCHEDULE A
                                   ----------
                  PARTECH HOLDINGS CORPORATION - INVESTOR LIST
                  --------------------------------------------

                                                    NOTE   
                                                  --------
1.  Generation Capital Associates                 $300,000
    Attn:  Mr. Frank Hart
    617 West End Avenue
    New York, NY  10024
    Tel:  (212) 787-5541
    Fax:  (212) 496-6292

2.  Peter Prescott                                $25,000
    27341 Vista Azul
    Capistrano Beach, CA  92624
    Tel:
    Fax:

3.  Jules and Amos Swimmer                        $20,000
    Joint Tenants
    901 Dove Street, Suite 230
    Newport Beach, CA  92660
    Tel:
    Fax:

4.  Jules Swimmer                                 $15,000
    901 Dove Street, Suite 230
    Newport Beach, CA  92660
    Tel:
    Fax:

5.  RSH Partners                                  $10,000
    Attn: Mr. Horace Hertz
    Park Place Tower
    3333 Michaelson Drive, Suite 550
    Irvine, CA 92715
    Tel:
    Fax:

                                     - 22 -

6.  TGR Ventures, Inc.                            $ 10,000

7.                                                $

8.                                                $

9.                                                $

10.                                               $

                                     - 23 -

                                   SCHEDULE B
                                   ----------

                  John E. Rayl                  700,305 Shares

        All shares are shares of Common Stock of Partech Holdings Corporation,
$.05 par value per share.

                                     - 24 -

                                   SCHEDULE C
                                   ----------

                             ADDRESSES FOR NOTICES
                             ---------------------
To the Company:

          Partech Holdings Corporation
          3366 Riverside Drive
          Suite 200
          Columbus, Ohio  43221
          Attn: Mr. John E. Rayl
          Telephone:  (614) 538-0660
          Facsimile:  (614) 538-0670

To the Pledgor:

          John E. Rayl
          c/o Partech Holdings Corporation
          3366 Riverside Drive
          Suite 200
          Columbus, Ohio  43221
          Telephone:  (614) 538-0660
          Facsimile:  (614) 538-0670

To the Investors:

          To each Investor
          at the address
          provided in
          Schedule A hereto

                                     - 25 -

          With a copy to:

          Kelley Drye & Warren
          101 Park Avenue
          New York, NY  10178
          Attn:  Lawrence B. Fisher
          Telephone:  (212) 808-7800
          Facsimile:  (212) 808-7898

          and

          Horowitz, Cutler & Beam
          2 Venture Plaza, Suite 380
          Irvine, CA  92718
          Attn:  M. Richard Cutler
          Telephone: (714) 453-0300
          Facsimile: (714) 453-9416

To KDW:

          Kelley Drye & Warren
          101 Park Avenue
          New York, NY  10178
          Attn:  Deborah Saltzman
          Telephone:  (212) 808-7507
          Facsimile:  (212) 808-7897

To Horowitz, Cutler & Beam:

          2 Venture Plaza, Suite 380
          Irvine, CA  92718
          Attn:  M. Richard Cutler
          Telephone: (714) 453-0300
          Facsimile: (714) 453-9416

                                     - 26 -

To the Company's transfer agent:

          Continental Stock Transfer & Trust Company
          2 Broadway
          New York, NY 10004
          Attn:  William Seegraver
          Telephone: (212) 509-4000
          Fascimile:  (212) 349-1360

                                     - 27 - 

Basic Info X:

Name: RAYL PLEDGE AGREEMENT
Type: Pledge Agreement
Date: July 19, 1994
Company: TROPIC COMMUNICATIONS INC
State: Delaware

Other info:

Date:

  • June 15 , 1994
  • July 1 , 1991
  • 16 17

Organization:

  • Securities and Exchange Commission
  • Event of Default
  • Horowitz , Cutler & Beam
  • Company 's Common Stock
  • Vista Azul Capistrano Beach
  • Place Tower 3333 Michaelson Drive
  • TGR Ventures , Inc.
  • Partech Holdings Corporation 3366 Riverside Drive Suite
  • Cutler & Beam 2 Venture Plaza
  • Kelley Drye & Warren
  • Continental Stock Transfer & Trust Company

Location:

  • Delaware
  • State of New York
  • Newport Beach
  • Columbus
  • Ohio
  • Irvine
  • Broadway New York
  • NY

Money:

  • $ 300,000
  • $ 25,000
  • $ 20,000
  • $ 15,000
  • $ 10,000
  • $ 8
  • $ 9
  • $ .05

Person:

  • KELLEY DRYE
  • Pledgee
  • John E. Rayl KELLEY
  • Peter Prescott JULES
  • Jules Swimmer RSH
  • Frank Hart
  • Amos Swimmer
  • Horace Hertz
  • Lawrence B. Fisher
  • Deborah Saltzman
  • Horowitz
  • M. Richard Cutler
  • William Seegraver

Percent:

  • 6 %
  • 5 %