EXECUTIVE
      COPY


    STOCK
      PLEDGE AGREEMENT

    


    


    


    This
      Stock Pledge Agreement ("Agreement") is entered into as of the 27th day of
      December, 2006, by and between STOMPSOFT,
      INC.,
      a
      California corporation (“Pledgor”) and MIGO
      SOFTWARE, INC.,
      a
      Delaware corporation (the
      “Company”).

    


    RECITALS

     

    A.     Simultaneously
      herewith, the parties hereto are entering into an Asset Purchase Agreement
      (the
“APA”) under which the Company is purchasing substantially all of the assets and
      business of Pledgor.

     

    B. Pledgor
      has agreed to indemnify the Company against claims for breaches by Pledgor
      of
      its representations, warranties and covenants under the APA, to the extent
      provided for in Article 8 of the APA (“Claims”) and to secure such
      indemnification provisions by pledging a portion of the shares of stock in
      the
      Company received by Pledgor under the APA.

     

    C.    The
      pledged shares shall be 5,000,000 shares of the common stock, $.0001 par value
      per share, of the Company (the “Subject Shares”).

     

    D.    The
      Subject Shares are to be subject to the terms of this Agreement until such
      time
      as they have been released in accordance with the terms hereof.

     

    E.    Upon
      the
      terms and subject to the conditions set forth in this Agreement, Pledgor hereby
      pledges the Subject Shares to the Company by depositing them with the
      Company.

     

    F.    
This
      Agreement is effective upon the closing of the sale contemplated by the
      APA.

     

     

    AGREEMENT

     

    1.     Pledge.
      Pledgor
      hereby assigns and delivers to the Pledgeholder certificate numbers ___, which
      represent a total of 5,000,000 shares of the common stock of the Company. Such
      stock constitutes the Subject Shares. Together with such stock, Pledgor hereby
      delivers to the Pledgeholder stock powers separate from the stock certificate
      duly endorsed by Pledgor as transferor and authorizing the transfer of such
      stock on the records of the Company.

     

    2.     Stock.
      

     

    2.1     The
      Subject
      Shares shall be and are hereby held by the Pledgeholder as security for Claims
      the Company may have under the APA. The Subject Shares shall not be disposed
      of
      by Pledgor, nor shall they be encumbered except as provided in Section 2.3
      below; provided, however, that such Subject Shares shall be and may be
      encumbered in favor of Camel Financial, Inc., Dennis Stetson and Steven R.
      Skaggs, existing secured creditors of the Company (together with their
      successors and assigns, collectively the “Junior Creditors”); provided that such
      Junior Creditors shall at all times be junior in lien priority to the Company.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2     On
      September 30, 2007, there shall be released from the pledge under this Agreement
      2,500,000 shares of the common stock of the Company except to the extent the
      aggregate amount of Claims by the Company that have not otherwise been satisfied
      by Pledgor exceed the value (at the Market Average Price per share determined
      on
      September 30, 2007) of the remaining Subject Shares. On June 30, 2008, the
      remaining Subject Shares shall be released to Pledgor except to the extent
      of
      outstanding Claims as of that date that have not yet been resolved by the
      parties or by way of litigation. Upon the resolution of all outstanding Claims,
      the Subject Shares not remitted to the Company for cancellation as provided
      herein shall be released to the Pledgor. 

     

    2.3     If
      Pledgor shall have sold all of the other shares of common stock received by
      it
      under the APA, Pledgor shall have the right to sell Subject Shares for cash
      to a
      third party in a bona fide transaction at such time, for such price and upon
      such terms as Pledgor may determine in good faith. In such event, the proceeds
      of such sale shall be held by the Pledgeholder in lieu of the Subject Shares
      in
      accordance with the terms hereof. The parties agree to make reasonable
      modifications to this Agreement in the event cash proceeds are substituted
      for
      Subject Shares hereunder, including, without limitation, the following: upon
      receipt of direction from the Pledgor, Pledgeholder shall invest the cash
      proceeds in an interest bearing account or accounts with FDIC insured banks
      naming the Pledgor as the owner of the account subject to this Pledge Agreement,
      with such investment to be as reasonably directed by the Pledgor from time
      to
      time and which investment shall be for the benefit of Pledgor and the Pledgor
      shall provide its taxpayer identification number to Pledgeholder in connection
      with opening such bank account or accounts.

     

    2.4     For
      all
      purposes of this Agreement, the "Market Average Price" of the Company’s common
      stock means, as of any date, the volume weighted average closing sales price
      per
      share of common stock as reported in the Nasdaq System or on the
      over-the-counter market during the last 10 consecutive trading days on which
      there were sales of the Company’s common stock immediately preceding, but not
      including, such determination date. 

     

    3.     Voting
      Rights.
      Pledgor
      shall have the right to vote the Subject Shares so long as there is no event
      of
      default in existence hereunder. 

     

    4.    Default.

     

    4.1     Events
      of Default.
      The
      failure of Pledgor to satisfy any Claims made by the Company under the APA
      shall
      constitute an event of default hereunder if such default continues for more
      than
      the cure period set forth in Section 5.1 below.

     

    4.2     Notice
      of Default.
      Upon
      the occurrence of any default, the Company shall give Pledgor written notice
      thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.     Remedies
      Upon Default.

     

    5.1     Right
      to Cure.
      Pledgor
      shall have the right to cure any default for a period of ten (10) days from
      the
      date Pledgor receives written notice of default pursuant to the provisions
      of
      Section 4.2. During this cure period, the Company shall not have the right
      to
      exercise any of its remedies hereunder.

     

    5.2     Additional
      Remedies.
      In
      addition to all other rights and remedies which the Company may have under
      law,
      the Company shall have all rights and remedies of a secured party under the
      Uniform Commercial Code in any jurisdiction where enforcement of this Agreement
      is sought. In addition thereto, the Company shall have the right, upon an event
      of default, to either:

     

    5.2.1.     To
      have
      transferred into the Company’s name the Subject Shares, in satisfaction of
      Claims based on a valuation of the Market Average Price per share of common
      stock of the Company determined as of the date of the event of default (and
      after any applicable cure period as provided for under this Agreement),
      or

     

    5.2.2.    Sell
      or
      otherwise dispose of the Subject Shares or any part thereof, in one or more
      sales, at a public or private sale, for cash, on credit or otherwise with or
      without representations or warranties, and upon such terms as shall be
      acceptable to the Company, subject to any restrictions imposed by applicable
      state or federal securities laws.

     

    Notwithstanding
      the foregoing, in no event shall the Company transfer or sell any of the Subject
      Shares unless (i) the Claim shall have been settled by the agreement of the
      Pledgor and the Company or by litigation, or (ii) the Company shall have
      provided Pledgor with written notice of a Claim, including the amount thereof,
      and Pledgor shall not have objected thereto in writing within twenty (20) days
      after receipt of notice of such Claim.

     

    Notwithstanding
      anything herein to the contrary, the rights of the Company hereunder may be
      exercised in the discretion of , and for the exclusive benefit of, the Secured
      Party and without any requirement to provide notice to or protect the rights
      of
      the Junior Creditors.

     

    5.3.    Sale.

     

    5.3.1    Provided
      an uncured event of default has occurred, subject to the other provisions of
      this Agreement, the Company shall give Pledgor at least ten (10) days prior
      written notice of the sale of all or any part of the Subject Shares or of any
      proposal by the Company to retain the Subject Shares or any part thereof in
      satisfaction of any Claims. Within such ten (10) day period, Pledgor may cure
      the default prior to the date on which the sale is scheduled. If Pledgor does
      not do so, Pledgor may bid at any such sale.

     

    5.3.2     Any
      sale of
      the Subject Shares shall be held at such time or times and at such place or
      places as the Company may determine in the exercise of its reasonable
      discretion. To the extent permitted by applicable law, a private sale shall
      be
      held on or after the date designated in the notice of sale at the place so
      designated.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.3.3     The
      Company
      may bid at any sale hereunder and shall also have the rights provided in the
      Uniform Commercial Code of the State of California. The Subject Shares pledged
      hereunder may, upon the completion of any sale or transfer, be endorsed by
      the
      Company as required to transfer the Subject Shares on the books of the Company
      and Pledgor hereby constitutes and appoints the Company as his attorney in
      fact
      to do so.

     

    5.3.4 The
      proceeds of any sale shall be applied by the Company, after payment of expenses
      of sale (including, without limitation, reasonable attorneys' fees and court
      costs), first to the Claims, and any surplus shall be paid to the order of
      Pledgor. In the event the proceeds of any such sale are insufficient to fully
      discharge the Claims, Pledgor shall be liable to the Company for the
      deficiency.

     

    6.     Reclassification
      and Dividends.
      If,
      during the life of this Agreement, any stock dividend, reclassification,
      readjustment or other change is declared or made in the capital structure of
      the
      Company, all new, substituted and additional shares, or other securities issued
      in connection with any such change, may and shall be held by the Company under
      the terms of this Agreement. All dividends, current or liquidating, on any
      Subject Shares held in pledge hereunder, whether in money or in Subject Shares
      or in kind, shall be paid to the Company during the pendency of an Event of
      Default, and such dividends shall be applied by the Company to any Claims
      hereunder, but otherwise shall be paid to Pledgor.

     

    7.    Pledgeholder.
      To
      facilitate the pledge created herein, the parties agree that Ellis Funk, P.C.
      located at 3490 Piedmont Road, Suite 400, Atlanta, Georgia 30305, shall act
      as
      Pledgeholder; provided, however, that Pledgor may elect at any time to appoint
      an independent third party as pledgeholder (the “Assignee”) such as U.S. Bank
      effective upon the execution of an amendment to this Agreement by Assignee
      and
      the parties hereto. The parties hereto agree to execute such amendment and
      cooperate to cause such appointment of Assignee subject to the following: (i)
      Pledgor shall pay for Assignee’s costs and fees to act as pledgeholder; and (ii)
      the Company and Pledgeholder shall agree to execute such escrow instructions
      and
      an amendment to this Agreement as reasonably requested by Assignee including
      an
      agreement by Pledgor and the Company to indemnify Assignee for all acts arising
      out of this Agreement other than gross negligence or intentional misconduct
      by
      Assignee..

     

    8.     Duties
      of Pledgeholder. Pledgeholder
      shall have
      no
      duties with respect to the Pledged Stock hereunder except for the following:
      (i)
      to retain the same in safekeeping until
      time for distribution as provided in this Agreement, (ii) the duty to cooperate
      with the Pledgor to sell the Subject Shares if and as requested by Pledgor
      from
      time to time; and (iii) to invest the proceeds from the sales of any Subject
      Shares as provided for in this Agreement. All selling expenses will be paid
      for
      by Pledgor or by the Company as provided for in the Registration Rights
      Agreement entered into concurrently herewith by the Company and
      Pledgor.

     

    9.     Rights
      of
      Pledgeholder. Pledgeholder
      shall have no duty hereunder to determine the occurrence or non-occurrence
      of
      any event or the existence of any condition or fact. The Company and Pledgor
      expressly agree that Pledgeholder shall act solely upon the notices or demands
      presented
      to Pledgeholder hereunder and in so doing shall not be liable in any manner
      to
      any party
      hereto; provided, however, that Pledgeholder shall have given all notices
      required to be given by Pledgeholder under this Agreement.
      If conflicting demands are made upon the Pledgeholder, or if the Pledgeholder
      is
      unable to determine from the information available to Pledgeholder the manner
      in
      which Pledgeholder
      should
      proceed under this Agreement, Pledgeholder may file an action for interpleader,
      or any
      other
      appropriate legal or equitable action, to have the dispute or uncertainty
      determined by an appropriate
      court. The costs of such action incurred by Pledgeholder shall be borne 50%
      by
      the Company and 50% by Pledgor. Pledgeholder may resign at any time in the
      sole
      discretion of Pledgeholder, provided
      Pledgeholder shall appoint a successor and such successor executes a copy of
      this Agreement
      and agrees to act as Pledgeholder under this Agreement in place and instead
      of
      the initial Pledgeholder,
      and further provided that such successor is an independent third party that
      is
      reasonably acceptable to Pledgor and the Company.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    10.    Further
      Assurances.
      Pledgor
      shall execute, acknowledge and deliver all such instruments and take all such
      action as the Company may reasonably request in order to effectuate the purposes
      of this Agreement and to carry out the terms hereof.

     

    11.    Miscellaneous
      Provisions.

     

    11.1    Entire
      Agreement: Amendment: Waiver.
      This
      Agreement supersedes all prior agreements or understandings, written or oral,
      between the parties hereto, related to the subject matter hereof, and
      incorporates the entire understanding of the parties with respect thereto.
      Any
      modifications concerning this Agreement shall be of no force or effect unless
      contained in a subsequent written modification signed by the party to be
      charged. This Agreement may only be amended by a written instrument signed
      by
      the party or parties against whom it is sought to be enforced. The party
      benefited by any condition or obligation contained herein may waive the same,
      but such waiver shall not be enforceable by another party or parties unless
      made
      by written instrument, signed by the waiving party. No waiver of any default
      shall constitute a waiver of any other default or of any subsequent similar
      default.

     

    11.2    Notices.
      Any
      notice to be given under this Agreement shall be delivered in person or may
      be
      deposited in the United States mail, duly registered or certified, postage
      prepaid, return receipt requested, and addressed as follows:

     

    
      	 	If to Pledgor:	 	
              StompSoft, Inc.

              
                2811
                  McGaw, Suite A

                Irvine,
                  CA 92614

                Attention:
                  Michael Hummell

              

            
	 	 	 	 
	 	If to the Company:	 	
              555
                Twin Dolphin Place

              Suite
                650

              Redwood
                City, CA 94065

              Attention:
                Chief Financial Officer

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	If to the
              Pledgeholder: 	 	
              3490
                Piedmont Road

              Suite
                400

              Atlanta,
                GA 30305

              Attention:
                Robert B. Goldberg

            


    

     

    or
      to
      such other address as may be designated in writing.

     

    11.3     Governing Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.

     

    11.4    Successors
      and Assigns.
      This
      Agreement shall be binding on and inure to the benefit of the respective heirs,
      successors, assigns and personal representatives of the parties, except to
      the
      extent of any contrary provisions in this Agreement.

     

    11.5    Headings.
      The
      Article and Paragraph headings throughout this Agreement are provided for
      convenience only and the words contained therein shall in no way be held to
      expand, amplify, modify or aid in the interpretation or construction
      thereof.

     

    11.6    Incorporation
      of Recitals.
      The
      recitals hereto are incorporated into and made a part of this Agreement for
      all
      purposes.

     

    11.7    Gender
      and Number.
      Any
      reference which is singular shall include the plural, the neuter shall include
      the feminine and masculine, the masculine shall include the feminine and neuter,
      the feminine shall include neuter, and each shall include a corporation wherever
      necessary to construe this Agreement.

     

    11.8    Severability.
      If a
      court of competent jurisdiction should find any term or provision of this
      Agreement to be unenforceable or invalid, then such term or provision shall
      be
      severed from this Agreement and the remainder of this Agreement shall continue
      in full force and effect.

     

    11.9    Interpretive
      Matters.
      No
      provision of this Agreement shall be interpreted in favor of, or against, any
      of
      the parties hereto by reason of the extent to which any such party or its
      counsel participated in the drafting thereof or by reason of the extent to
      which
      any such provision is inconsistent with any prior draft hereof or
      thereof.

     

    11.10   Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      parties on separate counterparts, and each such counterpart is deemed to be
      an
      original, but all such counterparts together constitute but one and the same
      Agreement. The Pledgor, Pledgeholder and the Company agree to accept facsimile
      counterparts of this Agreement. 

     

    


     

    [Signatures
      on following page]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    [signature
      page to Stock Pledge Agreement]

    


     

    IN
      WITNESS WHEREOF, the parties hereto have affixed their signatures as of the
      date
      herein first written above.

     

    
      	 	 	 
	 	STOMPSOFT,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Title: 	 
	 	 	
              
 


    

    

      
        	 	 	 
	 	MIGO
                SOFTWARE,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title: 	 
	 	 	
                
 


      

       

    

    Pledgeholder:

    


    Ellis
      Funk, P.C.

    


    
      	By:	               
              	 
	Name:	             
              	 
	Title:	             
              	 
	Date:	                
              	 


    

     

    
      
        
        

      

      
        7