FORM OF PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of March 28, 2000, among, Henry Fahman (each sometimes referred to
herein as a "Grantor" and collectively as the "Grantors") and SovCap Equity Partners, Ltd, a corporation
organized under the laws of the Bahamas, as Agent (the "Agent") for the purchasers (the "Purchasers") listed on
the Purchaser Signature Pages to the Purchase Agreement (as hereinafter defined).
A. The Purchasers have agreed to purchase Secured Convertible Series 1 Bridge Notes (the "Bridge Notes")
from Providential Holdings, Inc., a Nevada corporation (the "Company") pursuant to, and subject to the terms
and conditions of, a Series 1 Bridge Note and Security Agreement (the "Purchase Agreement").
B. The obligations of the Company under the Bridge Notes are secured pursuant to the terms of a by a guaranty
agreement (the "Guaranty") dated of the date hereof between from the Grantors and the Agent, as agent for the
Purchasers, of the obligations of the Company under the Bridge Notes.
C. The obligation of the Purchasers to purchase the Bridge Notes is conditioned upon, among other things, the
execution and delivery by the Grantors of a pledge agreement to secure the Guaranteed Obligations (as defined in
D. Capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms
in the Purchase Agreement.
Accordingly, the Grantors and the Agent hereby agree as follows:
1. PLEDGE. As security for the payment and performance in full of the Guaranteed Obligations, each Grantor
hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and delivers
unto the Agent, and grants to the Agent, for the benefit of the Purchasers, a security interest in, (a) the shares of
capital stock listed in Schedule I annexed hereto next to such Grantor's name (the "Initial Pledged Stock") and
any additional shares of common stock of the issuer listed in Schedule I annexed hereto obtaine