Exhibit 10.9


                             STOCK PLEDGE AGREEMENT

This Stock Pledge Agreement (this "Agreement"), dated as of November 29, 2004,
among Laurus Master Fund, Ltd. (the "Pledgee"), Digital Lifestyles Group, Inc.,
a Delaware corporation (the "Company"), and each of the other undersigned
pledgors (the Company and each such other undersigned pledgor, a "Pledgor" and
collectively, the "Pledgors").

                                   BACKGROUND

The Company has entered into a Security Agreement dated as of November 29, 2004
(as amended, modified, restated or supplemented from time to time, the "Security
Agreement"), pursuant to which the Pledgee provides or will provide certain
financial accommodations to the Company.

In order to induce the Pledgee to provide or continue to provide the financial
accommodations described in the Security Agreement, each Pledgor has agreed to
pledge and grant a security interest in the collateral described herein to the
Pledgee on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:

1.   Defined Terms. All capitalized terms used herein which are not defined
     shall have the meanings given to them in the Security Agreement.

2.   Pledge and Grant of Security Interest. To secure the full and punctual
     payment and performance of (the following clauses (a) and (b),
     collectively, the "Indebtedness") (a) the Obligations under the Security
     Agreement and the Ancillary Agreements referred to in the Security
     Agreement (the Security Agreement and the Ancillary Agreements, as each may
     be amended, restated, modified and/or supplemented from time to time,
     collectively, the "Documents") and (b) all other indebtedness, obligations
     and liabilities of each Pledgor to the Pledgee whether now existing or
     hereafter arising, direct or indirect, liquidated or unliquidated, absolute
     or contingent, due or not due and whether under, pursuant to or evidenced
     by a note, agreement, guaranty, instrument or otherwise (in each case,
     irrespective of the genuineness, validity, regularity or enforceability of
     such Indebtedness, or of any instrument evidencing any of the Indebtedness
     or of any collateral therefor or of the existence or extent of such
     collateral, and irrespective of the allowability, allowance or disallowance
     of any or all of such in any case commenced by or against any Pledgor under
     Title 11, United States Code, including, without limitation, obligations or
     indebtedness of each Pledgor for post-petition interest, fees, costs and
     charges that would have accrued or been added to the Indebtedness but for
     the commencement of such case), each Pledgor hereby pledges, assigns,
     hypothecates, transfers and grants a security interest to Pledgee in all of
     the following (the "Collateral"):

     (a)  the shares of stock set forth on Schedule A annexed hereto and
          expressly made a part hereof (together with any additional shares of
          stock or other equity interests acquired by any Pledgor, the "Pledged
          Stock"), the certificates representing the Pledged Stock and all
          dividends, cash, instruments and other property or proceeds from time
          to time received, receivable or otherwise distributed in respect of or
          in exchange for any or all of the Pledged Stock;

     (b)  all additional shares of stock of any issuer (each, an "Issuer") of
          the Pledged Stock from time to time acquired by any Pledgor in any
          manner, including, without limitation, stock dividends or a
          distribution in connection with any increase or reduction of capital,
          reclassification, merger, consolidation, sale of assets, combination
          of shares, stock split, spin-off or split-off (which shares shall be
          deemed to be part of the Collateral), and the certificates
          representing such additional shares, and all dividends, cash,
          instruments and other property or proceeds from time to time received,
          receivable or otherwise distributed in respect of or in exchange for
          any or all of such shares; and

     (c)  all options and rights, whether as an addition to, in substitution of
          or in exchange for any shares of any Pledged Stock and all dividends,
          cash, instruments and other property or proceeds from time to time
          received, receivable or otherwise distributed in respect of or in
          exchange for any or all such options and rights.

3.   Delivery of Collateral. All certificates representing or evidencing the
     Pledged Stock shall be delivered to and held by or on behalf of Pledgee
     pursuant hereto and shall be accompanied by duly executed instruments of
     transfer or assignment in blank,

<PAGE>


     all in form and substance satisfactory to Pledgee. Each Pledgor hereby
     authorizes the Issuer upon demand by the Pledgee to deliver any
     certificates, instruments or other distributions issued in connection with
     the Collateral directly to the Pledgee, in each case to be held by the
     Pledgee, subject to the terms hereof. Upon an Event of Default (as defined
     below) under the Note that has occurred and is continuing beyond any
     applicable grace period, the Pledgee shall have the right, during such time
     in its discretion and without notice to the Pledgor, to transfer to or to
     register in the name of the Pledgee or any of its nominees any or all of
     the Pledged Stock. In addition, the Pledgee shall have the right at such
     time to exchange certificates or instruments representing or evidencing
     Pledged Stock for certificates or instruments of smaller or larger
     denominations.

4.   Representations and Warranties of each Pledgor. Each Pledgor jointly and
     severally represents and warrants to the Pledgee (which representations and
     warranties shall be deemed to continue to be made until all of the
     Indebtedness has been paid in full and each Document and each agreement and
     instrument entered into in connection therewith has been irrevocably
     terminated) that:

     (a)  the execution, delivery and performance by each Pledgor of this
          Agreement and the pledge of the Collateral hereunder do not and will
          not result in any violation of any agreement, indenture, instrument,
          license, judgment, decree, order, law, statute, ordinance or other
          governmental rule or regulation applicable to any Pledgor;

     (b)  this Agreement constitutes the legal, valid, and binding obligation of
          each Pledgor enforceable against each Pledgor in accordance with its
          terms;

     (c)  (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A
          hereto and (ii) each Pledgor is the direct and beneficial owner of
          each share of the Pledged Stock;

     (d)  all of the shares of the Pledged Stock have been duly authorized,
          validly issued and are fully paid and nonassessable;

     (e)  no consent or approval of any person, corporation, governmental body,
          regulatory authority or other entity, is or will be necessary for (i)
          the execution, delivery and performance of this Agreement, (ii) the
          exercise by the Pledgee of any rights with respect to the Collateral
          or (iii) the pledge and assignment of, and the grant of a security
          interest in, the Collateral hereunder;

     (f)  there are no pending or, to the best of Pledgor's knowledge,
          threatened actions or proceedings before any court, judicial body,
          administrative agency or arbitrator which may materially adversely
          affect the Collateral;

     (g)  each Pledgor has the requisite power and authority to enter into this
          Agreement and to pledge and assign the Collateral to the Pledgee in
          accordance with the terms of this Agreement;

     (h)  each Pledgor owns each item of the Collateral and, except for the
          pledge and security interest granted to Pledgee hereunder, the
          Collateral shall be, immediately following the closing of the
          transactions contemplated by the Documents, free and clear of any
          other security interest, pledge, claim, lien, charge, hypothecation,
          assignment, offset or encumbrance whatsoever (collectively, "Liens");

     (i)  there are no restrictions on transfer of the Pledged Stock contained
          in the certificate of incorporation or by-laws (or equivalent
          organizational documents) of the Issuer or otherwise which have not
          otherwise been enforceably and legally waived by the necessary
          parties;

     (j)  none of the Pledged Stock has been issued or transferred in violation
          of the securities registration, securities disclosure or similar laws
          of any jurisdiction to which such issuance or transfer may be subject;

     (k)  the pledge and assignment of the Collateral and the grant of a
          security interest under this Agreement vest in the Pledgee all rights
          of each Pledgor in the Collateral as contemplated by this Agreement;
          and

     (l)  The Pledged Stock constitutes one hundred percent (100%) of the issued
          and outstanding shares of capital stock of each Issuer.

5.   Covenants. Each Pledgor jointly and severally covenants that, until the
     Indebtedness shall be satisfied in full and each Document and each
     agreement and instrument entered into in connection therewith is
     irrevocably terminated:

<PAGE>


     (a)  No Pledgor will sell, assign, transfer, convey, or otherwise dispose
          of its rights in or to the Collateral or any interest therein; nor
          will any Pledgor create, incur or permit to exist any Lien whatsoever
          with respect to any of the Collateral or the proceeds thereof other
          than that created hereby.

     (b)  Each Pledgor will, at its expense, defend Pledgee's right, title and
          security interest in and to the Collateral against the claims of any
          other party.

     (c)  Each Pledgor shall at any time, and from time to time, upon the
          written request of Pledgee, execute and deliver such further documents
          and do such further acts and things as Pledgee may reasonably request
          in order to effect the purposes of this Agreement including, but
          without limitation, delivering to Pledgee upon the occurrence of an
          Event of Default irrevocable proxies in respect of the Collateral in
          form satisfactory to Pledgee. Until receipt thereof, upon an Event of
          Default that has occurred and is continuing beyond any applicable
          grace period, this Agreement shall constitute Pledgor's proxy to
          Pledgee or its nominee to vote all shares of Collateral then
          registered in each Pledgor's name.

     (d)  No Pledgor will consent to or approve the issuance of (i) any
          additional shares of any class of capital stock or other equity
          interests of the Issuer; or (ii) any securities convertible either
          voluntarily by the holder thereof or automatically upon the occurrence
          or nonoccurrence of any event or condition into, or any securities
          exchangeable for, any such shares, unless, in either case, such shares
          are pledged as Collateral pursuant to this Agreement.

6.   Voting Rights and Dividends. In addition to the Pledgee's rights and
     remedies set forth in Section 8 hereof, in case an Event of Default shall
     have occurred and be continuing, beyond any applicable cure period, the
     Pledgee shall (i) be entitled to vote the Collateral, (ii) be entitled to
     give consents, waivers and ratifications in respect of the Collateral (each
     Pledgor hereby irrevocably constituting and appointing the Pledgee, with
     full power of substitution, the proxy and attorney-in-fact of each Pledgor
     for such purposes) and (iii) be entitled to collect and receive for its own
     use cash dividends paid on the Collateral. No Pledgor shall be permitted to
     exercise or refrain from exercising any voting rights or other powers if,
     in the reasonable judgment of the Pledgee, such action would have a
     material adverse effect on the value of the Collateral or any part
     thereof;. Following the occurrence of an Event of Default, all dividends
     and all other distributions in respect of any of the Collateral, shall be
     delivered to the Pledgee to hold as Collateral and shall, if received by
     any Pledgor, be received in trust for the benefit of the Pledgee, be
     segregated from the other property or funds of any other Pledgor, and be
     forthwith delivered to the Pledgee as Collateral in the same form as so
     received (with any necessary endorsement).

7.   Event of Default. An Event of Default shall be deemed to have occurred and
     may be declared by the Pledgee upon the happening of any of the following
     events:

     (a)  An "Event of Default" under any Document or any agreement or note
          related to any Document shall have occurred and be continuing beyond
          any applicable cure period;

     (b)  Any Pledgor shall default in the performance of any of its obligations
          under any agreement between any Pledgor and Pledgee, including,
          without limitation, this Agreement, and such default shall not be
          cured for a period of twenty (20) days after the occurrence thereof;

     (c)  Any representation or warranty of any Pledgor made herein, in any
          Document or in any agreement, statement or certificate given in
          writing pursuant hereto or thereto or in connection herewith or
          therewith shall be false or misleading in any material respect when
          made;

     (d)  Any portion of the Collateral is subjected to levy of execution,
          attachment, distraint or other judicial process; or any portion of the
          Collateral is the subject of a claim (other than by the Pledgee) of a
          Lien or other right or interest in or to the Collateral and such levy
          or claim shall not be cured, disputed or stayed within a period of
          twenty (20) business days after the occurrence thereof; or

     (e)  Any Pledgor shall (i) apply for, consent to, or suffer to exist the
          appointment of, or the taking of possession by, a receiver, custodian,
          trustee, liquidator or other fiduciary of itself or of all or a
          substantial part of its property, (ii) make a general assignment for
          the benefit of creditors, (iii) commence a voluntary case under any
          state or federal bankruptcy laws (as now or hereafter in effect), (iv)
          be adjudicated a bankrupt or insolvent, (v) file a petition seeking to
          take advantage of any other law providing for the relief of debtors,
          (vi) acquiesce to, or fail to have dismissed, within sixty (60) days,
          any petition filed against it in any involuntary case under such
          bankruptcy laws, or (vii) take any action for the purpose of effecting
          any of the foregoing.

8.   Remedies. In case an Event of Default shall have occurred and be declared
     by the Pledgee, the Pledgee may:

<PAGE>


     (a)  Transfer any or all of the Collateral into its name, or into the name
          of its nominee or nominees;

     (b)  Exercise all corporate rights with respect to the Collateral
          including, without limitation, all rights of conversion, exchange,
          subscription or any other rights, privileges or options pertaining to
          any shares of the Collateral as if it were the absolute owner thereof,
          including, but without limitation, the right to exchange, at its
          discretion, any or all of the Collateral upon the merger,
          consolidation, reorganization, recapitalization or other readjustment
          of the Issuer thereof, or upon the exercise by the Issuer of any
          right, privilege or option pertaining to any of the Collateral, and,
          in connection therewith, to deposit and deliver any and all of the
          Collateral with any committee, depository, transfer agent, registrar
          or other designated agent upon such terms and conditions as it may
          determine, all without liability except to account for property
          actually received by it; and

     (c)  Subject to any requirement of applicable law, sell, assign and deliver
          the whole or, from time to time, any part of the Collateral at the
          time held by the Pledgee, at any private sale or at public auction,
          with or without demand, advertisement or notice of the time or place
          of sale or adjournment thereof or otherwise (all of which are hereby
          waived, except such notice as is required by applicable law and cannot
          be waived), for cash or credit or for other property for immediate or
          future delivery, and for such price or prices and on such terms as the
          Pledgee in its sole discretion may determine, or as may be required by
          applicable law.

Each Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
applied by it as provided in Section 10 hereof. No failure or delay on the part
of the Pledgee in exercising any rights hereunder shall operate as a waiver of
any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Indebtedness. In addition to
the foregoing, Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.

9.   Private Sale. Each Pledgor recognizes that the Pledgee may be unable to
     effect (or to do so only after delay which would adversely affect the value
     that might be realized from the Collateral) a public sale of all or part of
     the Collateral by reason of certain prohibitions contained in the
     Securities Act, and may be compelled to resort to one or more private sales
     to a restricted group of purchasers who will be obliged to agree, among
     other things, to acquire such Collateral for their own account, for
     investment and not with a view to the distribution or resale thereof. Each
     Pledgor agrees that any such private sale may be at prices and on terms
     less favorable to the seller than if sold at public sales and that such
     private sales shall be deemed to have been made in a commercially
     reasonable manner. Each Pledgor agrees that the Pledgee has no obligation
     to delay sale of any Collateral for the period of time necessary to permit
     the Issuer to register the Collateral for public sale under the Securities
     Act.

10.  Proceeds of Sale. The proceeds of any collection, recovery, receipt,
     appropriation, realization or sale of the Collateral shall be applied by
     the Pledgee as follows:

     (a)  First, to the payment of all reasonable costs, reasonable expenses and
          charges of the Pledgee and to the reimbursement of the Pledgee for the
          prior payment of such reasonable costs, reasonable expenses and
          charges incurred in connection with the care and safekeeping of the
          Collateral (including, without limitation, the reasonable expenses of
          any sale or any other disposition of any of the Collateral), the
          expenses of any taking, attorneys' fees and reasonable expenses, court
          costs, any other fees or expenses incurred or expenditures or advances
          made by Pledgee in the protection, enforcement or exercise of its
          rights, powers or remedies hereunder;

     (b)  Second, to the payment of the Indebtedness, in whole or in part, in
          such order as the Pledgee may elect, whether or not such Indebtedness
          is then due;

     (c)  Third, to such persons, firms, corporations or other entities as
          required by applicable law including, without limitation, Section
          9-504(1)(c) of the UCC; and

     (d)  Fourth, to the extent of any surplus to the Pledgors or as a court of
          competent jurisdiction may direct.

<PAGE>


In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
each Pledgor shall be jointly and severally liable for the deficiency plus the
costs and fees of any attorneys employed by Pledgee to collect such deficiency.

11.  Waiver of Marshaling. Each Pledgor hereby waives any right to compel any
     marshaling of any of the Collateral.

12.  No Waiver. Any and all of the Pledgee's rights with respect to the Liens
     granted under this Agreement shall continue unimpaired, and Pledgor shall
     be and remain obligated in accordance with the terms hereof,
     notwithstanding (a) the bankruptcy, insolvency or reorganization of any
     Pledgor, (b) the release or substitution of any item of the Collateral at
     any time, or of any rights or interests therein, or (c) any delay,
     extension of time, renewal, compromise or other indulgence granted by the
     Pledgee in reference to any of the Indebtedness. Each Pledgor hereby waives
     all notice of any such delay, extension, release, substitution, renewal,
     compromise or other indulgence, and hereby consents to be bound hereby as
     fully and effectively as if such Pledgor had expressly agreed thereto in
     advance. No delay or extension of time by the Pledgee in exercising any
     power of sale, option or other right or remedy hereunder, and no failure by
     the Pledgee to give notice or make demand, shall constitute a waiver
     thereof, or limit, impair or prejudice the Pledgee's right to take any
     action against any Pledgor or to exercise any other power of sale, option
     or any other right or remedy.

13.  Expenses. The Collateral shall secure, and each Pledgor shall pay to
     Pledgee on demand, from time to time, all reasonable costs and expenses,
     (including but not limited to, reasonable attorneys' fees and costs, taxes,
     and all transfer, recording, filing and other charges) of, or incidental
     to, the custody, care, transfer, administration of the Collateral or any
     other collateral, or in any way relating to the enforcement, protection or
     preservation of the rights or remedies of the Pledgee under this Agreement
     or with respect to any of the Indebtedness.

14.  The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee. Upon
     the occurrence and during the continuance of an Event of Default, each
     Pledgor hereby irrevocably constitutes and appoints the Pledgee as such
     Pledgor's true and lawful attorney-in-fact, with full power of
     substitution, to execute, acknowledge and deliver any instruments and to do
     in such Pledgor's name, place and stead, all such acts, things and deeds
     for and on behalf of and in the name of such Pledgor, which such Pledgor
     could or might do or which the Pledgee may deem necessary, desirable or
     convenient to accomplish the purposes of this Agreement, including, without
     limitation, to execute such instruments of assignment or transfer or orders
     and to register, convey or otherwise transfer title to the Collateral into
     the Pledgee's name. Each Pledgor hereby ratifies and confirms all that said
     attorney-in-fact may so do and hereby declares this power of attorney to be
     coupled with an interest and irrevocable. If any Pledgor fails to perform
     any agreement herein contained, the Pledgee may itself perform or cause
     performance thereof, and any costs and expenses of the Pledgee incurred in
     connection therewith shall be paid by the Pledgors as provided in Section
     10 hereof.

15.  Waivers.

     (a)  EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
          OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
          AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
          DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR
          RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
          OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH,
          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 AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
          THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
          COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
          COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
          EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO
          TRIAL BY JURY.

16.  Recapture. Notwithstanding anything to the contrary in this Agreement, if
     the Pledgee receives any payment or payments on account of the
     Indebtedness, which payment or payments or any part thereof are
     subsequently invalidated, declared to be fraudulent or preferential, set
     aside and/or required to be repaid to a trustee, receiver, or any other
     party under the United States Bankruptcy Code, as amended, or any other
     federal or state bankruptcy, reorganization, moratorium or insolvency law
     relating to or affecting the enforcement of creditors' rights generally,
     common law or equitable doctrine, then to the extent of any sum not finally
     retained by the Pledgee, each Pledgor's obligations to the Pledgee shall be
     reinstated and this Agreement shall remain in full force and effect (or be
     reinstated) until payment shall have been made to Pledgee, which payment
     shall be due on demand.

<PAGE>


17.  Captions. All captions in this Agreement are included herein for
     convenience of reference only and shall not constitute part of this
     Agreement for any other purpose.

18.  Miscellaneous.

     (a)  This Agreement constitutes the entire and final agreement among the
          parties with respect to the subject matter hereof and may not be
          changed, terminated or otherwise varied except by a writing duly
          executed by the parties hereto.

     (b)  No waiver of any term or condition of this Agreement, whether by
          delay, omission or otherwise, shall be effective unless in writing and
          signed by the party sought to be charged, and then such waiver shall
          be effective only in the specific instance and for the purpose for
          which given.

     (c)  In the event that any provision of this Agreement or the application
          thereof to any Pledgor or any circumstance in any jurisdiction
          governing this Agreement shall, to any extent, be invalid or
          unenforceable under any applicable statute, regulation, or rule of
          law, such provision shall be deemed inoperative to the extent that it
          may conflict therewith and shall be deemed modified to conform to such
          statute, regulation or rule of law, and the remainder of this
          Agreement and the application of any such invalid or unenforceable
          provision to parties, jurisdictions, or circumstances other than to
          whom or to which it is held invalid or unenforceable shall not be
          affected thereby, nor shall same affect the validity or enforceability
          of any other provision of this Agreement.

     (d)  This Agreement shall be binding upon each Pledgor, and each Pledgor's
          successors and assigns, and shall inure to the benefit of the Pledgee
          and its successors and assigns.

     (e)  Any notice or other communication required or permitted pursuant to
          this Agreement shall be given in accordance with the Security
          Agreement.

     (f)  This Agreement shall be governed by and construed and enforced in all
          respects in accordance with the laws of the State of New York applied
          to contracts to be performed wholly within the State of New York.

     (g)  EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH
          COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR
          ALL PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL
          PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN
          ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT
          SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE COUNTY OF NEW
          YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT ANY
          SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
          LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
          AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION
          WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE
          STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED
          OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE
          PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH
          OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.

EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE OR BASED UPON FORUM NON CONVENIENS.

     (h)  It is understood and agreed that any person or entity that desires to
          become a Pledgor hereunder, or is required to execute a counterpart of
          this Stock Pledge Agreement after the date hereof pursuant to the
          requirements of any Document, shall become a Pledgor hereunder by (x)
          executing a Joinder Agreement in form and substance satisfactory to
          the Pledgee, (y) delivering supplements to such exhibits and annexes
          to such Documents as the Pledgee shall reasonably request and (z)
          taking all actions as specified in this Agreement as would have been
          taken by such Pledgor had it been an original party to this Agreement,
          in each case with all documents required above to be delivered to the
          Pledgee and with all documents and actions required above to be taken
          to the reasonable satisfaction of the Pledgee.

<PAGE>


     (i)  This Agreement may be executed in one or more counterparts, each of
          which shall be deemed an original and all of which when taken together
          shall constitute one and the same agreement. Any signature delivered
          by a party by facsimile transmission shall be deemed an original
          signature hereto.

<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first written above.


                                DIGITAL LIFESTYLES GROUP, INC.


                                By:    /s/ Theodore B. Muftic
                                      ------------------------------------------
                                       Name:  Theodore B. Muftic
                                       Title: Chief Financial Officer



                                LAURUS MASTER FUND, LTD.


                                By:
                                      ------------------------------------------
                                        Name:
                                        Title:

<PAGE>


                    SCHEDULE A TO THE STOCK PLEDGE AGREEMENT

                                  PLEDGED STOCK
<TABLE>
<CAPTION>
                                                                                            Stock                         Number
                                                                                          Certificate                       of
Pledgor                                 Issuer                            Class of Stock     Number         Par Value     Shares

<S>                                     <C>                           <C>                   <C>        <C>               <C>
Digital Lifestyles Group, Inc.          Northgate Operating Company, Inc. Common            No. 1           no par value  1,000

Digital Lifestyles Group, Inc.          HIP-E Operating Company, Inc.     Common            No. 2            $0.01        1,000
(formerly Northgate Innovations,
Inc.)

</TABLE>