TALX CORP
STOCK PLEDGE OF FRICK STOCK
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>20
<FILENAME>c68586ex10-10.txt
<DESCRIPTION>STOCK PLEDGE OF FRICK STOCK
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10

                           STOCK PLEDGE OF FRICK STOCK

         THIS STOCK PLEDGE OF FRICK STOCK ("Stock Pledge") dated this 27th day
of March, 2002, is executed and deliver by TALX CORPORATION, a Missouri
corporation ("Pledgor") in favor of LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, as Administrative Agent ("Agent") pursuant to the
terms of the Loan Agreement (hereinafter defined).

                              W I T N E S S E T H:

         WHEREAS, Pledgor owns all shares of the capital stock (the "Shares") of
JAMES E. FRICK, INC., a Missouri corporation the ("Corporation").

         WHEREAS, Pledgor has obtained, or is about to obtain, an Aggregate
Commitment pursuant to that certain Loan Agreement (as may be amended, restated
or modified from time to time, the "Loan Agreement") of even date herewith by
and among Pledgor, Agent, individually and as Administrative Agent, and
Southwest Bank of St. Louis (collectively Agent, individually, and Southwest
Bank of St. Louis are referred to herein as "Lenders") pursuant to which loans
made by Lenders to Pledgor thereunder (each a "Loan" and collectively "Loans")
are evidenced by certain Revolving Note(s) and Term Note(s) of the Pledgor all
of even date herewith which together aggregate in the principal amount of up to
Forty Million Dollars ($40,000,000.00) and which are all due and payable at the
times and pursuant to the terms and conditions of the Loan Agreement (all such
Revolving Note(s) and Term Note(s) are referred to collectively herein as the
"Notes"). The term "Loan Documents" and all other capitalized terms used herein
and not defined herein have the meanings given to them in the Loan Agreement;

         WHEREAS, to induce the Lenders to make the Loan, Pledgor has agreed
that all of the Pledgor's indebtedness and obligations under the Loan Agreement,
the Note and any and all Loan Documents shall be secured by the Shares pledged
herein to Agent for the ratable benefit of the Lenders pursuant to the terms of
the Loan Agreement; and

         WHEREAS, Lenders have refused to make the Loan unless Pledgor executes
this Stock Pledge.

         NOW, THEREFORE, in consideration of the execution and delivery by the
Lenders of the Loan Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Pledgor, the
Pledgor hereby agree with the Agent as follows:

         1. PLEDGE. Pledgor hereby pledges, assigns, hypothecates, transfers,
deposits and delivers to Agent for the ratable benefit of the Lenders, pursuant
to the terms of the Loan Agreement, the Shares and any hereafter acquired right,
title or interest to or in the Shares, and hereby grants to Agent for the
ratable benefit of the Lenders, pursuant to the terms of the Loan Agreement, a
first lien on, and security interest in such Shares and in all proceeds thereof
as collateral security for the prompt and complete payment when due of the Loan
as well as any existing and future liabilities, debts and obligations of Pledgor
pursuant to the Loan Documents,



<PAGE>

whether for principal, interest, fees, expenses or otherwise (all of which are
hereinafter called the "Obligations"). Pledgor hereby represents and warrants
that on or prior to this date he has delivered to Agent in conjunction with this
Stock Pledge a stock certificate or certificates in the name of Pledgor
representing the Shares and appropriate undated stock powers, substantially in
the form set forth on Exhibit A attached hereto, duly executed in blank for each
such certificate.

         2. STOCK DIVIDENDS, DISTRIBUTIONS. If, while this Stock Pledge is in
effect, Pledgor shall become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification, increase or
reduction of capital or issued in connection with any reorganization), option or
rights, whether as any addition to, in substitution of, or in exchange for any
Shares, Pledgor agrees that Pledgor shall accept the same as Agent's agent and
hold the same in trust on behalf of and for the benefit of Agent and will
deliver the same forthwith to Agent in the exact form received, with appropriate
undated stock powers duly executed in blank along with all other documentation
required by Agent to be held by Agent subject to the terms hereof as additional
collateral security for the Obligations. In case any distribution of capital or
property shall be made on or in respect of the Shares, or other stock
constituting Collateral (defined below), pursuant to the recapitalization or
reclassification of the capital of the Corporation or pursuant to the
reorganization of the Corporation, the property to be distributed shall be
delivered to Agent as additional collateral security for the Obligations. All
sums of money and property so paid or distributed in respect of the Shares which
are received by Pledgor shall, until paid or delivered to Agent, be segregated
from the other property or funds of Pledgor and shall be held by Pledgor in
trust as additional collateral security for the Obligations.

         3. COLLATERAL. All property which is now or hereafter pledged to the
Agent hereunder (whether described herein or not) and all income therefrom and
proceeds thereof are herein collectively sometimes called the "Collateral."

         4. VOTING RIGHTS. Unless any Event of Default (as hereafter defined)
shall have occurred and shall have continued beyond any applicable cure period
under this Stock Pledge, Pledgor shall be entitled to vote the Shares and to
give consents, waivers and ratifications in respect of the Shares; provided,
however, that no vote shall be cast, or consent, waiver or ratification given or
action taken which would materially impair the value of the Collateral.
Notwithstanding anything to the contrary contained herein, in no event shall
Agent have any of the obligations or liabilities of Pledgor as a shareholder in
the Corporation by virtue of this Stock Pledge, and Pledgor agrees to hold
harmless Agent from and against any and all liability, loss or damage which
Pledgor may suffer by reason of Agent's security interest in the Shares, except
to the extent caused by Agent's gross negligence or willful misconduct.

         5. WAIVERS WITH RESPECT TO OBLIGATIONS. Pledgor waives diligence,
presentment, protest, demand for payment and notice of default or non-payment to
or upon the Pledgor with respect to the Obligations.

         6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Pledgor hereby
represents, warrants and covenants to Agent that:



                                  Page 2 of 8
<PAGE>

         (a) Pledgor has full power and authority to execute and deliver this
Stock Pledge, and to pledge the Shares and other Collateral hereunder.

         (b) Pledgor has good and marketable title to all of the Shares free and
clear of all claims, pledges, security interests, liens or other encumbrances of
any nature whatsoever.

         (c) The execution, delivery and performance of this Stock Pledge will
not violate any contract, shareholders' agreement or other agreement, instrument
or undertaking to which Pledgor is a party or which purports to be binding on
the assets of Pledgor and will not result in the creation or imposition of any
lien, charge or encumbrance on or security interest in the assets of Pledgor.

         (d) All statements of fact in this Stock Pledge are accurate and true.

         (e) Pledgor will not, without the prior written consent of Agent, sell,
assign, encumber or otherwise transfer or grant an interest, including without
limitation any security interest in, or permit any lien to attach to, the Shares
or other Collateral, and any purported sale, assignment or other transfer or
grant of an interest without the prior written consent of Agent shall be of no
force or effect, and any sale, assignment, transfer or grant of an interest with
prior written consent of Agent (or without the consent of Agent if any such
sale, assignment or transfer or grant of an interest shall be held valid
notwithstanding the provisions of this Stock Pledge) shall be subject to this
Stock Pledge and the security interest granted herein. Pledgor will defend the
Shares and other Collateral against all claims and demands of any person at any
time claiming any of them or any interest therein.

         (g) The Shares are not restricted securities under the Securities Act
of 1933, as amended.

         (h) Pledgor may not, without the prior written consent of Agent, which
consent shall not be unreasonable withheld, grant any options, warrants, or
other rights relating to the Shares or other Collateral or any interest in the
Collateral; and any such action taken without the prior written consent of Agent
shall be void and of no force or effect whatsoever.

         7.  DEFAULT AND REMEDIES.

         (a) The term "Event of Default" has the meaning as set forth in the
Loan Agreement and thus the occurrence and continuance of any event of or the
existence of any condition which is specified as an Event of Default under the
Loan Agreement shall constitute an Event of Default hereunder.

         (b) In the event of an occurrence and continuance of an Event of
Default the Agent may, at its option, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale and as otherwise required by
Illinois law), to or upon Pledgor (all such demands, advertisements and/or
notices



                                  Page 3 of 8
<PAGE>

being hereby expressly waived by Pledgor), forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may
forthwith sell, assign, give option or options to purchase, contract to sell or
otherwise dispose of and deliver the Collateral or any part thereof in a
commercially reasonable manner, in one or more parcels at public or private sale
or sales, at any exchange, broker's board or any of the Agent's offices or
elsewhere upon such terms and conditions as the Agent may deem advisable and at
such prices as the Agent may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Agent upon
any such sale or sales, public or private, to purchase the whole or any part of
the Collateral sold, free of any right or equity of redemption in Pledgor, which
right or equity of redemption is hereby expressly waived and released by Pledgor
to the extent permitted by Illinois law. Agent shall apply the net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care, safe keeping or otherwise of any and all of the
Collateral or in any way relating to the rights of the Agent hereunder,
including reasonable attorneys' fees and expenses, to the payment of the
Obligations in such order as the Agent may elect, Pledgor remaining liable for
any deficiency remaining unpaid after such application, and after so paying over
such net proceeds and after the payment by the Agent of any other amount
required by any provision of law, the Agent shall account for the surplus, if
any, to Pledgor and return such surplus to Pledgor. In the event an Event of
Default has occurred and is continuing hereunder or under any of the Loan
Documents, Agent shall have the right to receive all distributions and payments
from the Corporation that otherwise would be made to Pledgor and shall
immediately have the right to exercise any and all right, title and interest
that the owner of the Shares would otherwise have, including the right to vote
such Shares.

         (c) Pledgor agrees that written notice mailed to Pledgor pursuant to
the notice provisions of the Loan Agreement ten (10) business days prior to the
date of public sale of the Collateral or ten (10) business days prior to the
date after which private sale or any other disposition of the Collateral will be
made shall constitute reasonable notice to Pledgor of such sale or other
disposition.

         (d) Agent shall have all the rights and remedies of a secured party
under the Uniform Commercial Code or other laws, statutory or otherwise, then in
effect in the State of Illinois.

         (e) Agent may incur reasonable attorneys' fees and expenses in
exercising any of its rights and remedies, which fees and expenses shall become
part of the Agent's reasonable expenses of holding the Collateral, preparing it
for sale and the like and which shall become part of the Obligations. Pledgor
will reimburse Agent on demand for all such expenses. Should the disposition of
the Collateral fail to satisfy Pledgor's Obligations to the Agent, Pledgor
agrees to pay any deficiency.

         (f) No failure on the part of Agent to exercise, and no delay in
exercising any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by Agent of any right or remedy hereunder
preclude any other or future exercise thereof.

         All of Agent's rights and remedies, whether evidenced by this Stock
Pledge, the Loan




                                  Page 4 of 8
<PAGE>

Agreement or other Loan Documents or by any other writing, shall be cumulative
and may be exercised singularly or concurrently. Election by Agent to pursue any
remedy shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Pledgor under this
Stock Pledge, after Pledgor's failure to perform, shall not affect Agent's right
to declare an Event of Default and to exercise its remedies hereunder.

         7. POWER OF ATTORNEY. Pledgor irrevocably appoints Agent as Pledgor's
attorney-in-fact, with full power of substitution, (a) to demand, collect,
receive, receipt for, sue and recover all income and proceeds and other sums of
money and other property which may now or hereafter become due, owing or payable
in accordance with the terms of the Shares; (b) to execute, sign and endorse any
and all instruments, receipts, checks, drafts and warrants issued in payment for
the Shares; (c) to settle or compromise any and all claims arising under the
Shares, and in the place and stead of Pledgor, execute and deliver Pledgor's
release and acquittance for Pledgor; (d) to file any claim or claims or to take
any action or institute or take part in any proceedings, either in Agent's own
name or in the name of Pledgor, or otherwise, which in the discretion of Agent
may seem to be necessary or advisable; and (e) to execute in Pledgor's name and
to deliver on Pledgor's behalf, at the time and in the manner specified by the
Shares, any necessary instruments or documents.

         8. INSPECTION RIGHTS. Pledgor hereby grants Agent, its employees,
Agents and designees the right to visit the Corporation's properties, offices,
plants, facilities and job sites at any time during normal business hours and to
inspect the books and records of the Corporation from time to time upon
reasonable notice to Pledgor.

         9. FURTHER ASSURANCES. Pledgor agrees that, until all of the
Obligations shall have been satisfied in full, the Loan Agreement has been
terminated in accordance with its terms and no Letter of Credits are
outstanding, it will not enter into any agreement which is inconsistent with
Pledgor's under this Stock Pledge, without Agent's prior written consent, which
may be arbitrarily withheld. Pledgor further agrees that at any time and from
time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver all further instruments and documents, and take all further action that
may be necessary and desirable, or that Agent may reasonably request, in order
to perfect and protect the security interest and pledge granted or purported to
be granted hereby or to enable Agent to exercise its rights and remedies
hereunder.

         10. TERMINATION. This Stock Pledge shall continue in effect until the
Loan and Obligations, and any interest thereon, and all obligations of Pledgor
to Agent hereunder and of Pledgor under the Loan Documents are satisfied in
full.

         11. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Stock Pledge is to be
governed by and construed and interpreted in accordance with the internal Laws
of the State of Illinois applicable to contracts made and to be performed wholly
within such state, without regard to choice or conflicts of law principle. This
Stock Pledge is solely for the benefit of the Pledgor and Agent and the Lenders
and their respective successors and assigns pursuant to the terms of the Loan
Agreement, and no other person has any right, benefit, priority or interest


                                  Page 5 of 8
<PAGE>

under, or because of the existence of, this Agreement.

         12. NOTICE. Any notice or notification required to be given to Pledgor
or Agent hereunder shall be given at the address and pursuant to the terms
stated in the Loan Agreement.

         13. MODIFICATION. This Stock Pledge may not be changed orally, but may
be changed only by an agreement in writing signed by Pledgor and Agent.

         14. CUMULATIVE REMEDIES. The rights and remedies herein provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights or remedies provided by law.

         15. ASSIGNMENT. This Stock Pledge shall inure to the benefit of Agent
and its successors and assigns pursuant to the terms of Loan Agreement and shall
bind Pledgor and his heirs, devisees, successors and assigns, including
specifically, but without limitation, any person or entity who shall have or
acquire an interest in the Collateral.

         16. SEVERABILITY. Any provision, sentence, clause or paragraph of this
Stock Pledge which is prohibited or unenforceable under the laws of the State of
Illinois shall be ineffective to the extent of such prohibition or
unenforceability without invalidating or limiting the effect of the remaining
provisions, sentences, clauses and paragraphs of this Stock Pledge.

         17. HEADINGS. The headings of this Stock Pledge are inserted for
convenience of reference only and shall not be applied in construing the
provisions of this Stock Pledge.

         18. INCONSISTENCY. To the extent the provisions of this Stock Pledge
conflict with the provisions of the Loan Agreement, the Loan Agreement shall
govern.

         19. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
SENTENCE, PLEDGOR AND AGENT HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE
FEDERAL COURT OF THE NORTHERN DISTRICT OF ILLINOIS AND THE STATE COURTS OF
ILLINOIS LOCATED IN COOK COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM
NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT
ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN AGENT AND PLEDGOR OR THE CONDUCT
OF ANY OF THEM IN CONNECTION WITH THIS STOCK PLEDGE OR OTHERWISE SHALL BE HEARD
ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) AGENT
SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST PLEDGOR OR ITS
PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION DEEMED NECESSARY OR APPROPRIATE
IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN
OBLIGATIONS, AND (2) PLEDGOR AND AGENT ACKNOWLEDGE THAT ANY APPEALS FROM THE


                                  Page 6 of 8
<PAGE>

COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

         20. WAIVER OF JURY TRIAL. PLEDGOR AND AGENT HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER
THIS STOCK PLEDGE OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PLEDGOR AND AGENT OR EITHER OF
THEM IN RESPECT OF THIS STOCK PLEDGE OR ANY OTHER LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
PLEDGOR AND AGENT AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS STOCK PLEDGE WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PLEDGOR OR AGENT TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

         21. SERVICE OF PROCESS. PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE
MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO PLEDGOR AT ITS
ADDRESS SET FORTH ON THE SIGNATURE PAGE OF THE LOAN AGREEMENT, AND SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE
BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT AGENT'S OPTION, BY SERVICE UPON CT
CORPORATION, WHICH PLEDGOR IRREVOCABLY APPOINTS AS PLEDGOR'S AGENT FOR THE
PURPOSE OF ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF ILLINOIS. AGENT
SHALL PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID AGENT
TO PLEDGOR AT ITS ADDRESS ON THE SIGNATURE PAGE OF THE LOAN AGREEMENT. NOTHING
IN THIS SECTION SHALL AFFECT THE RIGHT OF AGENT TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

                  IN WITNESS WHEREOF, the Pledgor has signed and sealed this
Stock Pledge on the day and year first written above.

                                        PLEDGOR

                                        TALX CORPORATION,
                                        a Missouri corporation


                                        By:  /s/ WILLIAM W. CANFIELD
                                            ------------------------------------

                                        Name:   William W. Canfield
                                              ----------------------------------

                                        Title:  President
                                               ---------------------------------


                                  Page 7 of 8
<PAGE>


                                    EXHIBIT A



                                   STOCK POWER


         FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to

                      ____________________________________



___________________ (___) Shares of the common stock of JAMES E. FRICK, INC.
(the "Corporation"), represented by Certificate Number ___ standing in the name
of the undersigned on the books of the Corporation.

         The undersigned does hereby irrevocably constitute and appoint
________________ _____________________ attorney to transfer the said stock on
the books of said Corporation, with full power of substitution in the premises.



DATED: _______________________          TALX CORPORATION,
                                        a Missouri corporation


                                        By:
                                            ------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------


                                  Page 9 of 8


</TEXT>
</DOCUMENT>
