LOGISTICS MANAGEMENT RESOURCES INC
STOCK PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>x10-2.txt
<DESCRIPTION>STOCK PLEDGE AGREEMENT
<TEXT>

EXHIBIT 10.2 STOCK PLEDGE AGREEMENT

                             STOCK PLEDGE AGREEMENT

         AGREEMENT dated as of February 19, 2002 by and between Logistics
Management Resources, Inc. (the "Pledgor") and Midwest Merger Management LLC
(the "Pledgee").

         WHEREAS, contemporaneously with the execution of this Agreement, the
parties have entered into a Stock Purchase Agreement (the "Purchase Agreement")
providing for the sale by Pledgee to Pledgor of 990 shares of common stock of
Interstate University, Inc. (the "Pledged Shares") and a Promissory Note
pursuant to which Pledgor has agreed to pay to Pledgee a certain monies; and

         WHEREAS, the Pledgor has agreed to pledge the Pledged Shares as
security for Pledgor's obligations to Pledgee under the Purchase Agreement and
the Promissory Note (collectively, the "Obligations") and subject to the terms
of this Pledge Agreement.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:

         1. Pledge of Shares. As collateral security for the performance of the
Obligations Pledgor hereby pledges unto Pledgee the Pledged Shares and grants a
security interest therein together with any proceeds therefrom and all
securities and other property at any time and from time to time receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares and/or such additional shares. Pledgor hereby appoints Pledgee its
attorney to arrange for the transfer of the Pledged Shares on the books of the
Company to the name of Pledgee and will, upon request of Pledgee, deliver to
Pledgee a duly executed stock power relating to the Pledged Shares; provided
that the record ownership of the Pledged Shares shall remain in Pledgor until
the Pledgee exercises its rights pursuant to this Agreement. Pledgee shall hold
the Pledged Shares as security for repayment of the Obligations and shall not
encumber or dispose of the Pledged Shares except in accordance with the
provisions of this Agreement.

         Upon any default under the Purchase Agreement or Note Pledgee may take
any action allowed under the Uniform Commercial Code as in effect under the laws
of Kentucky with respect to the Pledged Shares or may elect to exercise its
rights under Section 1.2 of the Purchase Agreement with respect to the Pledged
Shares.

     2. Voting Rights; Stock Adjustments. During the term of this Agreement,
Pledgee shall have the right to exercise all voting rights pertaining to the
Pledged Shares. In the event that, during the term of this Agreement, any stock
dividend, stock split, combination, subdivision, reorganization,
recapitalization, reclassification, readjustment,


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or other change is declared or made in the capital structure of the Company,
Pledgor shall promptly deliver to the Pledgee, all new, substituted, and
additional shares, or other securities, issued by reason of any such change, to
be held by the Pledgee under the terms of this Agreement as part of the Pledged
Shares. In the event that, during the term of this Agreement, subscription
warrants or any other rights or warrants shall be issued in respect to the
Pledged Shares and exercised by Pledgor, all new stock or other securities
acquired by Pledgor shall be immediately assigned to Pledgee to be held under
the terms of this Agreement as part of the Pledged Shares.

         3. Miscellaneous. No failure or delay on the part of any party in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach. No modification, amendment, termination, waiver or consent under this
Agreement or the Note shall be valid unless evidenced by a writing signed by the
party against whom any of the foregoing actions is sought to be enforced. This
Agreement, Purchase Agreement, and the Note constitute the entire agreement
between the parties and supersedes all prior proposals and agreements, written
or oral, and all other communications between the parties relating to the
subject matter of this Agreement, the Purchase Agreement, and the Note. The
invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision. This Agreement shall be binding upon and inure to the benefit of the
Pledgee and the Pledgor and their respective successors and assigns. All notices
hereunder shall be in writing and shall be deemed given when sent by certified
or registered mail, postage paid, return receipt requested. This Agreement shall
be governed by and construed in accordance with the internal laws of the
Commonwealth of Kentucky.

         IN WITNESS WHEREOF, this Agreement has been executed as an instrument
under seal as of the date and year first above written.

PLEDGOR:                                PLEDGEE:

LOGISTICS MANAGEMENT                    MIDWEST MERGER MANAGEMENT,
RESOURCES, INC.                         LLC


By: /s/ Danny Pixler                    By:     /s/ Michele Brown
    ----------------                            -----------------
     Danny Pixler, President            Title:  Michele Brown, Secretary




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