Exhibit 10.8

                           PLEDGE AND ESCROW AGREEMENT

     THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into
as of August 10, 2005 (the "EFFECTIVE  DATE") by and among HIGHGATE HOUSE FUNDS,
LTD. (collectively,  the "PLEDGEE"), CITY NETWORK, INC., a corporation organized
and existing  under the laws of the State of Nevada (the  "PLEDGOR"),  and DAVID
GONZALEZ, ESQ., as escrow agent ("ESCROW AGENT").

                                    RECITALS:

     WHEREAS,  in order to secure the full and prompt  payment when due (whether
at the stated  maturity,  by  acceleration or otherwise) of all of the Company's
obligations (the  "OBLIGATIONS")  to the Pledgee or any successor to the Pledgee
under this Agreement,  the Securities  Purchase  Agreement of even date herewith
between the Pledgor and the Pledgee (the "SECURITIES PURCHASE  AGREEMENT"),  the
Convertible Debentures (the "CONVERTIBLE  DEBENTURES") issued or to be issued by
the Company to the  Pledgee,  either now or in the future,  up to a total of Two
Hundred Fifty  Thousand  Dollars  ($250,000)  of  principal,  plus any interest,
costs,  fees,  and other  amounts owed to the Pledgee  thereunder,  the Security
Agreement  of even date  herewith  between  the  Pledgor  and the  Pledgee  (the
"SECURITY AGREEMENT"),  and all other contracts entered into between the parties
hereto (collectively,  the "TRANSACTION  DOCUMENTS"),  the Pledgor has agreed to
irrevocably  pledge to the Pledgee Four Million Four Hundred Forty Five Thousand
Four  Hundred  Fifty Five  (4,445,455)  shares  (the  "PLEDGED  SHARES")  of the
Pledgor's common stock., and

     WHEREAS,  subject to the terms of the Convertible  Debentures,  the Pledgee
has the right to  convert at any time until  payment  in full,  the  Convertible
Debentures  into an aggregate of up to [INSERT  NUMBER OF SHARES]  shares of the
Pledgor's common stock (the "CONVERSION SHARES").

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

     1. PLEDGE AND TRANSFER OF PLEDGED SHARES.

     1.1.  The  Pledgor  hereby  grants to  Pledgee a security  interest  in all
Pledged  Shares as security  for  Pledgor's  obligations  under the  Convertible
Debentures.  Simultaneously with the execution of the Transaction Documents, the
Pledgor shall deliver to the Escrow Agent stock  certificates  representing  the
Pledged  Shares,  together with duly executed stock powers or other  appropriate
transfer documents executed in blank by the Pledgor (the "TRANSFER  DOCUMENTS"),
and such stock  certificates and Transfer  Documents shall be held by the Escrow
Agent  until  the full  payment  of all  amounts  due to the  Pledgee  under the
Convertible Debentures and through repayment in accordance with the terms of the
Convertible Debentures, or the termination or expiration of this Agreement.
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     1.2. ADJUSTMENT TO PLEDGED SHARES. Upon each conversion by the Pledgee into
Conversion Shares, the Pledgor shall provide written notice to the Escrow Agent,
with a copy to the Pledgee,  of the number of  Conversion  Shares  issued to the
Pledgee pursuant to such conversion and the number of Pledged Shares pursuant to
this agreement  shall be reduced,  share for share,  by the number of Conversion
Shares issued to the Pledgee (if required by the  applicable  rules of principle
trading exchange or market of the Common Stock).

     2. RIGHTS  RELATING TO PLEDGED  SHARES.  Upon the occurrence of an Event of
Default (as defined  herein),  the Pledgee shall be entitled to vote the Pledged
Shares, to receive dividends and other distributions  thereon,  and to enjoy all
other rights and privileges incident to the ownership of the Pledged Shares.

     3. RELEASE OF PLEDGED  SHARES FROM PLEDGE.  Upon the payment of all amounts
due to the Pledgee under the  Convertible  Debentures by repayment in accordance
with the terms of the Note,  the parties hereto shall notify the Escrow Agent to
such effect in writing.  Upon receipt of such written  notice for payment of the
amounts due to the Pledgee under the  Convertible  Debentures,  the Escrow Agent
shall  return  to the  Pledgor  the  Transfer  Documents  and  the  certificates
representing  the  Pledged  Shares,   (collectively  the  "PLEDGED  MATERIALS"),
whereupon  any and all  rights of  Pledgee  in the  Pledged  Materials  shall be
terminated. Notwithstanding anything to the contrary contained herein, upon full
payment of all amounts due to the Pledgee under the Convertible  Debentures,  by
repayment in accordance with their terms, this Agreement and Pledgee's  security
interest and rights in and to the Pledged Shares shall terminate.

     4. EVENT OF DEFAULT. An "EVENT OF DEFAULT" shall be deemed to have occurred
under this Agreement upon an Event of Default under the Convertible Debentures.

     5. REMEDIES.

     5.1.  Upon and anytime  after the  occurrence  of an Event of Default,  the
Pledgee shall have the right to provide  written notice of such Event of Default
(the "DEFAULT NOTICE") to the Escrow Agent, with a copy to the Pledgor.  As soon
as  practicable  after  receipt of the Default  Notice,  the Escrow  Agent shall
deliver to Pledgee the Pledged  Materials  held by the Escrow  Agent  hereunder.
Upon receipt of the Pledged  Materials,  the Pledgee shall have the right to (i)
sell the Pledged  Shares and to apply the  proceeds  of such  sales,  net of any
selling commissions, to the Obligations owed to the Pledgee by the Pledgor under
the Transaction Documents, including, without limitation, outstanding principal,
interest,  legal fees,  and any other amounts owed to the Pledgee,  and exercise
all other rights and (ii) any and all  remedies of a secured  party with respect
to such  property as may be available  under the Uniform  Commercial  Code as in
effect in the State of New Jersey.  To the extent that the net proceeds received
by the Pledgee are  insufficient to satisfy the Obligations in full, the Pledgee
shall be entitled to a deficiency  judgment against the Pledgor for such amount.
The  Pledgee  shall have the  absolute  right to sell or dispose of the  Pledged
Shares in any manner it sees fit and shall have no  liability  to the Pledgor or
any other party for selling or disposing  of such  Pledged  Shares even if other
methods of sales or  dispositions  would or  allegedly  would  result in greater
proceeds than the method actually used. The Escrow Agent shall have the absolute
right to  disburse  the  Pledged  Shares to the Pledgee in batches not to exceed
9.9% of the outstanding capital of the Pledgor (which limit may be waived by the
Pledgee  providing  not less than 65 days'  prior  written  notice to the Escrow

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Agent).  The Pledgee shall be entitled to keep any Pledged Shares released to it
and remaining after the Pledgee has applied the net proceeds to all amounts owed
to the Pledgee.

     5.2.  Each  right,  power and remedy of the  Pledgee  provided  for in this
Agreement or any other  Transaction  Document shall be cumulative and concurrent
and shall be in  addition  to every  other  such  right,  power or  remedy.  The
exercise or  beginning  of the exercise by the Pledgee of any one or more of the
rights,  powers  or  remedies  provided  for in  this  Agreement  or  any  other
Transaction  Document  or now or  hereafter  existing  at law or in equity or by
statute or otherwise  shall not preclude the  simultaneous  or later exercise by
the  Pledgee of all such other  rights,  powers or  remedies,  and no failure or
delay on the part of the  Pledgee to exercise  any such  right,  power or remedy
shall operate as a waiver thereof.  No notice to or demand on the Pledgor in any
case shall  entitle  it to any other or  further  notice or demand in similar or
other  circumstances  or constitute a waiver of any of the rights of the Pledgee
to any other further action in any circumstances  without demand or notice.  The
Pledgee  shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.

     5.3.  DEMAND  REGISTRATION  RIGHTS.  In  addition  to  all  other  remedies
available to the Pledgee,  upon an Event of Default, the Pledgor shall promptly,
but in no event more than thirty (30) days after the date of the Default Notice,
file a  registration  statement  to register  with the  Securities  and Exchange
Commission the Pledged  Shares for the resale by the Pledgee.  The Pledgor shall
cause the  registration  statement  to remain in effect until all of the Pledged
Shares have been sold by the Pledgee.

     6. CONCERNING THE ESCROW AGENT.

     6.1.  The  Escrow  Agent  undertakes  to  perform  only such  duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

     6.2. The Escrow Agent may act in reliance upon any writing or instrument or
signature  which it, in good  faith,  believes  to be  genuine,  may  assume the
validity and accuracy of any statement or assertion  contained in such a writing
or  instrument,  and may assume that any person  purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable in any manner for
the sufficiency or correctness as to form, manner, and execution, or validity of
any instrument deposited in this escrow, nor as to the identity,  authority,  or
right of any  person  executing  the same;  and its  duties  hereunder  shall be
limited to the safekeeping of such certificates,  monies,  instruments, or other
document  received by it as such escrow holder,  and for the  disposition of the
same in accordance with the written instruments accepted by it in the escrow.

     6.3.  Pledgee and the Pledgor  hereby  agree,  to defend and  indemnify the
Escrow Agent and hold it harmless from any and all claims, liabilities,  losses,
actions, suits, or proceedings at law or in equity, or any other expenses, fees,
or charges of any character or nature which it may incur or with which it may be
threatened by reason of its acting as Escrow Agent under this Agreement;  and in
connection  therewith,  to  indemnify  the  Escrow  Agent  against  any  and all
expenses,  including attorneys' fees and costs of defending any action, suit, or
proceeding  or resisting  any claim (and any costs  incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a
lien on all property deposited hereunder, for indemnification of attorneys' fees
and court  costs  regarding  any suit,  proceeding  or  otherwise,  or any other

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expenses,  fees, or charges of any character or nature, which may be incurred by
the Escrow Agent by reason of disputes arising between the makers of this escrow
as to the correct interpretation of this Agreement and instructions given to the
Escrow  Agent  hereunder,  or  otherwise,  with the right of the  Escrow  Agent,
regardless of the instructions aforesaid, to hold said property until and unless
said  additional  expenses,  fees, and charges shall be fully paid. Any fees and
costs  charged by the Escrow  Agent for serving  hereunder  shall be paid by the
Pledgor.

     6.4.  If  any  of  the  parties   shall  be  in   disagreement   about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

     6.5.  The Escrow  Agent may consult with counsel of its own choice (and the
costs of such  counsel  shall be paid by the Pledgor and Pledgee) and shall have
full and complete  authorization and protection for any action taken or suffered
by it  hereunder  in good  faith  and in  accordance  with the  opinion  of such
counsel.  The Escrow Agent shall not be liable for any mistakes of fact or error
of judgment,  or for any actions or omissions of any kind,  unless caused by its
willful misconduct or gross negligence.

     6.6. The Escrow Agent may resign upon ten (10) days' written  notice to the
parties in this Agreement.  If a successor  Escrow Agent is not appointed within
this ten (10) day period,  the Escrow  Agent may  petition a court of  competent
jurisdiction to name a successor.

     6.7 CONFLICT WAIVER. The Pledgor hereby  acknowledges that the Escrow Agent
is general  counsel to the  Pledgee,  a partner  in the  general  partner of the
Pledgee,  and  counsel  to the  Pledgee  in  connection  with  the  transactions
contemplated  and referred  herein.  The Pledgor agrees that in the event of any
dispute  arising in  connection  with this  Agreement or otherwise in connection
with any transaction or agreement  contemplated and referred herein,  the Escrow
Agent shall be permitted  to continue to  represent  the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection  Pledgor might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Agreement.

     6.8  NOTICES.  Any  notices,  consents,  waivers,  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered  personally  or by a  nationally  recognized  overnight  or world wide
courier; (ii) upon confirmation of receipt, when sent by facsimile; or (iii) ten
(10) days after being sent by U.S. certified mail, return receipt requested,  in

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<PAGE>
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

If to the Pledgor, to:     City Network, Inc
                           6F-3, No.16, Jian Ba Road
                           Jhonghe City, Taipei County, 235
                           Taiwan, ROC F5 235
                           Attention: Mr Tiao-Tsan Lai


With a copy to:            Mitch Nussbaum, Esq.
                           Loeb & Loeb, LLP
                           345 Park Avenue
                           New York, NY 10154-0037
                           Telephone: (212) 407-4159
                           Facsimile: (212) 407.4990

If to the Pledgee:         Highgate House Funds, Ltd.
                           101 Hudson Street, Suite 3700
                           Jersey City, NJ 07302
                           Attention: Mark A. Angelo
                           Telephone: (201) 985-8300
                           Facsimile: (201) 985-8744

With copy to:              Troy Rillo, Esq.
                           101 Hudson Street, Suite 3700
                           Jersey City, NJ 07302
                           Telephone: (201) 985-8300
                           Facsimile: (201) 985-1964


     7. BINDING EFFECT.  All of the covenants and obligations  contained  herein
shall be binding upon and shall inure to the benefit of the respective  parties,
their successors and assigns.

     8. GOVERNING LAW; VENUE; SERVICE OF PROCESS.  The validity,  interpretation
and  performance  of this Agreement  shall be determined in accordance  with the
laws of the State of New Jersey applicable to contracts made and to be performed
wholly  within that state  except to the extent that  Federal law  applies.  The
parties hereto agree that any disputes, claims, disagreements, lawsuits, actions
or controversies of any type or nature whatsoever that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be  brought  in the state  superior  courts  located in Hudson
County, New Jersey or Federal district courts located in Newark, New Jersey, and
the parties  hereto  agree not to challenge  the  selection of that venue in any
such proceeding for any reason,  including,  without limitation,  on the grounds
that such venue is an inconvenient  forum. The parties hereto specifically agree
that  service  of process  may be made,  and such  service  of process  shall be
effective if made, pursuant to Section 8 hereto.

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<PAGE>
     9.  ENFORCEMENT  COSTS. If any legal action or other  proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

     10.  REMEDIES  CUMULATIVE.  No remedy  herein  conferred  upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

     11.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.

     12. NO PENALTIES.  No provision of this Agreement is to be interpreted as a
penalty upon any party to this Agreement.

     13. JURY TRIAL.  EACH OF THE  PLEDGEE  AND THE  PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.

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<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have duly executed this Pledge and
Escrow Agreement as of the date first above written.


                            HIGHGATE HOUSE FUNDS, LTD


                            By:  Yorkville Advisors, LLC
                            Its: General Partner


                            By: /s/ Mark Angelo
                               -----------------------------
                            Name:  Mark Angelo
                            Title: Portfolio Manager


                            CITY NETWORK, INC.


                            By: /s/ Tiao-Tsan Lai
                               -----------------------------
                            Name:  Mr Tiao-Tsan Lai
                            Title: Chief Executive Officer


                            ESCROW AGENT


                            By: /s/ David Gonzalez, Esq.
                               -----------------------------
                            Name: David Gonzalez, Esq.

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