EXHIBIT 10.66

                         STOCK PLEDGE AGREEMENT
                         ----------------------


     This Stock Pledge Agreement (this "Agreement"), dated as of June 23,
2004, among Laurus Master Fund, Ltd. (the "Pledgee"), Host America
Corporation, a Colorado 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 Securities Purchase Agreement, dated
as of June 23, 2004 (as amended, modified, restated or supplemented from
time to time, the "Securities Purchase 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 Securities Purchase 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 Securities Purchase
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
Securities Purchase Agreement and the Related Agreements referred to in
the Securities Purchase Agreement (the Securities Purchase Agreement and
the Related 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

                                   -1-
<PAGE>
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, 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 either 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;

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<PAGE>
          (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.

          (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:

                                   -3-
<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; and, PROVIDED,
FURTHER, that each Pledgor shall give at least five (5) days' written
notice of the manner in which such Pledgor intends to exercise, or the
reasons for refraining from exercising, any voting rights or other powers
other than with respect to any election of directors and voting with
respect to business matters arising in the ordinary course of business
and any incidental matters.  Following the occurrence and during the
continuance 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:

                                   -4-
<PAGE>
          (a)  An "Event of Default" under, and as defined in, either of
the Notes;

          (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 thirty (30) business days after notice by
Pledgee to Pledgor 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; or

          (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 thirty (30) business days after the occurrence thereof.


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

          (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.

                                   -5-
<PAGE>
          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 costs, reasonable expenses
and charges of the Pledgee and to the reimbursement of the Pledgee for
the prior payment of such 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

                                   -6-
<PAGE>
          (d)  Fourth, to the extent of any surplus to the Pledgors or as
a court of competent jurisdiction may direct.

          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 after the effective date of such appointment 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

                                   -7-
<PAGE>
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.

     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.

                                   -8-
<PAGE>
          (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
Securities Purchase 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)  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.

                                   -9-
<PAGE>
          (i)  This Agreement and the security interests granted by the
Pledgors hereunder shall terminate upon the provision by Laurus of
written confirmation to the Company that (x) all indebtedness obligations
(excluding, in any event, the Warrant) owed by any Pledgor to Laurus have
been repaid (including, without limitation, all principal, interest and
fees related to the Notes and any other indebtedness outstanding at such
time and owed to the Pledgee) and (y) all commitments by the Pledgee to
fund any indebtedness have been terminated in their entirety.

              [Remainder of Page Intentionally Left Blank]















                                  -10-
<PAGE>
     IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first written above.

                              HOST AMERICA CORPORATION


                              By:  /s/ David Murphy
                                 ------------------
                              Name:   David Murphy
                                   ---------------
                              Title:     CFO
                                    --------

                              LINDLEY FOOD SERVICE CORPORATION


                              By:  /s/ Geoffrey Ramsey
                                 ---------------------
                              Name:   Geoffrey Ramsey
                                   ------------------
                              Title:     CEO
                                    --------

                              SELECTFORCE, INC.


                              By:  /s/ Geoffrey Ramsey
                                 ---------------------
                              Name:   Geoffrey Ramsey
                                   ------------------
                              Title:     CEO
                                    --------

                              GLOBALNET ENERGY INVESTORS, INC.


                              By:
                              Name:
                              Title:









                                  -11-
<PAGE>
                              LAURUS MASTER FUND, LTD.


                              By:  /s/ David Grin
                                 ---------------------------
                              Name:  David Grin
                                   -------------------------
                              Title:    Managing Partner
                                    ------------------------














                                  -12-
<PAGE>
                SCHEDULE A to the Stock Pledge Agreement
                ----------------------------------------


                              Pledged Stock
                              -------------

-------------------------------------------------------------------------
Pledgor  Issuer  Class of Stock  Stock Certificate  Par Value  Number of
-------  ------  --------------  -----------------  ---------  ---------
                                     Number                     Shares
                                     ------                     ------
-------------------------------------------------------------------------
[Insert Pledgors and
 Pledged Stock]
-------------------------------------------------------------------------


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                                  -13-