ex102.htm


    STOCK
      PLEDGE AGREEMENT

     

    


    STOCK
      PLEDGE AGREEMENT (this "Agreement"), dated December 27, 2007 made by Rodney
      Wagner (the “Pledgor”) in favor of Golden Gate Investors, Inc., a California
      corporation (the "Pledgee").

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to the provisions of that certain Securities Purchase Agreement of
      even
      date herewith between eTelCharge.com (the "Company") and the Pledgee (the
      "Purchase Agreement"), the Pledgee has agreed to lend to the Company and the
      Company has agreed to borrow from the Pledgee an aggregate of $1,500,000,
      $200,000 of which shall be advanced in cash as of the date of the closing of
      the
      Purchase Agreement (the “Cash Advance”) under certain terms and conditions set
      forth in the Purchase Agreement and as further set forth in the Debenture (as
      defined in the Purchase Agreement);

     

    WHEREAS,
      pursuant to the provisions of the Purchase Agreement, and as a condition to
      the
      obligation of the Pledgee to lend thereunder, the Pledgor has agreed to make
      the
      pledge contemplated by this Agreement in order to induce the Pledgee to perform
      its obligations under the Purchase Agreement;

     

    WHEREAS,
      the Pledgor is a shareholder of the Company, and as such, will derive direct
      and
      indirect benefits from the Purchase Agreement; and

     

    WHEREAS,
      all capitalized terms used but not defined herein shall have the meanings
      ascribed to them in the Purchase Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises, covenants and promises contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:

     

    SECTION
      1.

     

    1.1           
      Pledge and Security
      Interest.  The Pledgor hereby pledges to the Pledgee, and
      grants to the Pledgee a continuing security interest in, the following
      (collectively, the "Pledged Collateral"):

     

    
      	
               

            	
              (a)

            	
              Three
                Million (3,000,000) shares of common stock (the "Pledged Shares"
                or
                “Pledged Collateral”) of the Company, in the aggregate, owned by the
                Pledgor, which shall, for the term of this agreement, be placed in
                the
                name of the Pledgee,  represented by the certificates identified
                in Schedule 1(a) annexed hereto representing the Pledged Shares,
                and all
                dividends, cash, instruments and other property from time to time
                received, receivable or otherwise distributed in respect of or in
                exchange
                for any or all of the Pledged Shares; and


            


    

     

    
      	
               

            	
              (b)

            	
              all
                proceeds of any and all of the foregoing Pledged Collateral, in whatever
                form (including, without limitation, proceeds that constitute property
                of
                the types described above). 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              1.2

            	
              If
                at any time during the term of the Debenture, the Volume Weighted
                Average
                Price per share of the Company’s Common Stock shall equal a price per
                share that is equal to or less than $0.01 per share (as adjusted
                for any
                stock splits, stock dividends, combinations, subdivisions,
                recapitalizations or the like) (the “Common Stock Event”) and the Pledgee
                shall notify the Pledgor and the Company in writing of the occurrence
                of
                the Common Stock Event (the “Common Stock Event Notice”), such Common
                Stock Event shall constitute an Event of Default under the terms
                of the
                Debenture and this Agreement, regardless of whether the Volume Weighted
                Average Price of the Company’s Common Stock again shall equal a price per
                share that is above $0.01 per share (as adjusted for any
                stock splits,
                stock dividends, combinations, subdivisions, recapitalizations or
                the
                like). 

            


    

     

    For
      purposes of this Agreement, “Volume Weighted Average Price” per share of the
      Company’s Common Stock means the volume weighted average price of the Company’s
      Common Stock during any Trading Day as reported on the NASDAQ OTCBB Exchange;
      provided
      further, that, if such security is not listed or admitted to trading on
      the NASDAQ OTCBB, as reported on the principal national security exchange or
      quotation system on which such security is quoted or listed or admitted to
      trading, including without limitation the “pink sheets” through the Interdealer
      Trading Quotation System, or, if not quoted or listed or admitted to trading
      on
      any national securities exchange or quotation system, the volume weighted
      average price of the Company's Common Stock during any Trading Day on the
      over-the-counter market as reported by Bloomberg LP or a similar generally
      accepted reporting service, as the case may be.  For purposes of this
      Agreement, “Trading Day” means any day on which (i) purchases and sales of
      securities on the principal national security exchange or quotation system
      on
      which the Company’s Common Stock are traded are reported thereon, or, if not
      quoted or listed or admitted to trading on any national securities exchange
      or
      quotation system, as reported by Bloomberg LP or a similar generally accepted
      reporting service, as the case may be, (ii) at least one bid for the trading
      of
      the Company’s Common Stock is reported and (iii) no event that results in a
      material suspension or limitation of trading of the Company’s Common Stock
      occurs.

     

    SECTION
      2.                                
Security for
      Obligations.  This Agreement secures the payment and
      performance of the following obligations (collectively, the "Obligations"):
      all
      present and future indebtedness, obligations, covenants, duties and liabilities
      of any kind or nature of the Company to the Pledgee now existing or hereafter
      arising under or in connection with this Agreement, the Purchase Agreement,
      the
      Debenture, and any and all related agreements, documents and instruments, each
      as now existing and as hereafter amended, modified and supplemented
      (collectively, the "Transaction Documents"), provided however, that the
      Obligations shall be limited at any given time to an amount not to exceed the
      lesser of (i) the Cash Advance, or (ii) that portion of the Cash Advance that
      has not been converted into the Company’s Common Stock under the terms of the
      Debenture and remains represented by the outstanding principal balance of the
      Debenture.

     

    SECTION
      3.                                
Delivery of Pledged
      Collateral.  Concurrently herewith, all certificates
      representing or evidencing the Pledged Shares, in suitable form for transfer
      by
      delivery, and in the name of the Pledgee are being deposited with and delivered
      to the Pledgee represented by four stock certificates each representing 750,000
      shares of the Company’s Common Stock (each certificate referred to herein as a
“Pledged Shares Certificate”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION
      4.                                
Representations
      and
      Warranties.  The Pledgor represents and warrants as
      follows:

     

    
      	
               

            	
              (a)

            	
              The
                Pledged Shares set forth opposite Pledgor’s name in Schedule 1(a) attached
                hereto have been beneficially owned by the Pledgor for at least two
                years
                from the date hereof. 

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Pledgor is the legal, record and beneficial owner of the Pledged
                Collateral represented opposite Pledgor’s name in Schedule 1(a) attached
                hereto, free and clear of any lien, security interest, restriction,
                option
                or other charge or encumbrance (each a “Lien”, and collectively, "Liens")
                except for the security interest created by this Agreement.
                

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Pledgor has made necessary inquiries of the Company and believes
                that the
                Company fully intends to fulfill and has the capability of fulfilling
                Obligations to be performed by the Company in accordance with the
                terms of
                the Transaction Documents. 

            


    

     

    
      	
               

            	
              (d)

            	
              The
                Pledgor is not acting, and has not agreed to act, in any plan to
                sell or
                dispose of the Pledged Shares in a manner intended to circumvent
                the
                registration requirements of the Securities Act of 1933, as amended,
                or
                any applicable state law. 

            


    

     

    
      	
               

            	
              (e)

            	
              The
                Pledgor is not, and has not at any time during the four months prior
                to
                the date of this Agreement been an “affiliate” (as such term is defined in
                the Securities Act of 1933, as amended, and the rules and regulations
                promulgated thereunder) of the Company.


            


    

     

    
      	
               

            	
              (f)

            	
              This
                Agreement constitutes a legal, valid and binding obligation of such
                Pledgor enforceable in accordance with its terms (except as the
                enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
                conveyance, reorganization, moratorium, and similar laws, now or
                hereafter
                in effect). 

            


    

     

    
      	
               

            	
              (g)

            	
              The
                pledge of the Pledged Collateral pursuant to this Agreement creates
                a
                valid and perfected first priority security interest in the Pledged
                Collateral, securing payment and performance of the Obligations.
                

            


    

     

    
      	
               

            	
              (h)

            	
              No
                consent of any other person or entity and no authorization, approval,
                or
                other action by, and no notice to or filing with, any governmental
                authority or regulatory body is required (i) for the pledge by the
                Pledgor
                of the Pledged Collateral pursuant to this Agreement or for the execution,
                delivery or performance of this Agreement by the Pledgor, (ii) for
                the
                perfection or maintenance of the security interest created hereby
                (including the first priority nature of such security interest),
                or (iii)
                for the exercise by the Pledgee of the voting or other rights provided
                for
                in this Agreement or the remedies in respect of the Pledged Collateral
                pursuant to this Agreement (except as may be required in connection
                with
                any disposition of any portion of the Pledged Collateral by laws
                affecting
                the offering and sale of securities generally).


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              (i)

            	
              There
                are no conditions precedent to the effectiveness of this Agreement
                that
                have not been satisfied or waived. 

            


    

     

    
      	
               

            	
              (j)

            	
              The
                mailing address of the Pledgor is set forth in Section 17 of this
                Agreement and the Pledgor will not change its address except upon
                not less
                than thirty (30) days' prior written notice to the Pledgee.
                

            


    

     

    SECTION
      5.            Further
      Assurances.  The Pledgor agrees that at any time and from time
      to time, at the expense of the Pledgor, the Pledgor shall promptly execute
      and
      deliver all further instruments and documents, and take all further action,
      that
      may be necessary or desirable, or that the Pledgee may reasonably request,
      in
      order to perfect and protect any security interest granted or purported to
      be
      granted hereby or to enable Pledgee to exercise and enforce its rights and
      remedies hereunder with respect to any Pledged Collateral.  The
      Company and/or the Pledgor shall take all further action that may be necessary
      or desirable, or that the Pledgee may reasonably request to assist in the
      delivery to the Pledgee of any legal opinion(s) necessary for the Pledgee to
      sell or otherwise dispose of the Pledged Collateral upon an Event of Default
      (the “Legal Opinion Assistance”).  In the event that the Pledgor
      and/or the Company fail to provide the Legal Opinion Assistance, the Pledgee
      shall have the right to seek legal remedy, including without limitation remedies
      of specific performance and/or monetary damages, from the Pledgor and/or the
      Company for the full amount of damages to the Pledgee resulting directly or
      indirectly from such failure to provide the Legal Opinion Assistance, including
      without limitation any damages to the Pledgee resulting from the inability
      of
      the Pledgee to sell, dispose of, or transfer the Pledged Collateral due to
      the
      failure of the Company and/or the Pledgor to provide the Legal Opinion
      Assistance.

     

    SECTION
      6.             Voting Rights; Dividends;
      Etc.

     

    
      	
               

            	
              (a)

            	
              So
                long as: (i) no Event of Default shall have occurred and been declared
                and
                (ii) the balance of the Debenture shall not have been accelerated:
                

            


    

     

    
      	
               

            	
              (i)

            	
              The
                Pledgor shall be entitled to exercise or refrain from exercising
                any and
                all voting and other consensual rights pertaining to the Pledged
                Collateral or any part thereof for any purpose not inconsistent with
                the
                terms of this Agreement; 

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Pledgor shall be entitled to receive and retain any and all cash
                dividends
                and interest paid in respect of the Pledged Collateral; provided,
                however,
                that any and all: 

            


    

     

    
      	
               

            	
              (A)

            	
              dividends
                and interest paid or payable other than in cash in respect of, and
                instruments and other property received, receivable or otherwise
                distributed in respect of, or in exchange for, any Pledged Collateral,
                

            


    

     

    
      	
               

            	
              (B)

            	
              dividends
                and other distributions paid or payable in cash in respect of any
                Pledged
                Collateral in connection with a partial or total liquidation or
                dissolution or in connection with a reduction of capital, capital
                surplus
                or paid-in-surplus, and 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              (C)

            	
              cash
                paid, payable or otherwise distributed in respect of principal of,
                or in
                redemption of, or in exchange for, any Pledged Collateral, shall
                be, and
                shall be forthwith delivered to the Pledgee to hold as Pledged Collateral,
                and shall, if received by the Pledgor, be segregated from the other
                property or funds of the Pledgor, and be forthwith delivered to the
                Pledgee as Pledged Collateral in the same form as so received (with
                any
                necessary endorsement or assignment).

            


    

     

    
      	
               

            	
              (b)

            	
              After
                the occurrence of any Event of Default if within twenty four hours
                of
                receiving written notice of such Event of Default (as hereinafter
                defined)
                from the Pledgee the Company has not paid all outstanding principal
                and
                accrued an unpaid interest and fees (including penalties) owed on
                the
                Debenture and any liquidated damages associated with such Event of
                Default, until the Debenture shall have been satisfied by conversion
                or
                payment in full: 

            


    

     

    
      	
               

            	
              (i)

            	
              All
                rights of the Pledgor to exercise or refrain from exercising the
                voting
                and other consensual rights which it would otherwise be entitled
                to
                exercise pursuant to Section 6(a)(i) and to receive the dividends
                and
                interest payments which it would otherwise be authorized to receive
                and
                retain pursuant to Section 6(a)(ii) shall cease, and all such rights
                shall
                thereupon become vested in the Pledgee holding the applicable Pledged
                Collateral who shall thereupon have the sole right to exercise or
                refrain
                from exercising such voting and other consensual rights and to receive
                and
                hold as Pledged Collateral such dividends and interest payments.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              All
                dividends and interest payments which are received by the Pledgor
                contrary
                to the provisions of paragraph (i) of this Section 6(b) shall be
                segregated from other funds of the Pledgor and shall be forthwith
                paid
                over to the Pledgee as Pledged Collateral in the same form as so
                received
                (with any necessary endorsement). 

            


    

     

    SECTION
      7.             Transfers and Other
      Liens;
      Additional Shares.  The Pledgor agrees that it shall not (i)
      sell, assign (by operation of law or otherwise) or otherwise dispose of, or
      grant any option with respect to, any of the Pledged Collateral, or (ii) create
      or permit to exist any Lien upon or with respect to any of the Pledged
      Collateral, except for the security interest granted pursuant to this
      Agreement.

     

    SECTION
      8.             Pledgee Appointed
      Attorney-in-Fact.  The Pledgor hereby appoints the Pledgee as
      the Pledgor's attorney-in-fact, with full authority in the place and stead
      of
      the Pledgor and in the name of the Pledgor or otherwise, from time to time
      in
      Pledgee's discretion to take any action and to execute any instrument which
      Pledgee may deem necessary or desirable to accomplish the purposes of this
      Agreement, including, without limitation, to receive, endorse and collect all
      instruments made payable to the Pledgor representing any dividend, interest
      payment or other distribution in respect of the Pledged Collateral or any part
      thereof and to give full discharge for the same.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION
      9.            Pledgee May
      Perform.  If the Pledgor fails to perform any agreement
      contained herein, Pledgee may itself perform, or cause performance of, such
      agreement, and the expenses of Pledgee incurred in connection therewith shall
      be
      payable by the Pledgor to Pledgee along with any other amounts due to be paid
      by
      the Pledgor to Pledgee hereunder.

     

    SECTION
      10.          The Pledgee's
      Duties.  Except for the safe custody of any Pledged Collateral
      in its possession and the accounting for moneys actually received by it
      hereunder, Pledgee shall not have any duty as to any Pledged Collateral, as
      to
      ascertaining or taking action with respect to calls, conversions, exchanges,
      maturities, tenders or other matters relative to any Pledged Collateral, whether
      or not such party has or is to have knowledge of such matters, or as to the
      taking of any necessary steps to preserve rights against any parties or any
      other rights pertaining to any Pledged Collateral.  Pledgee shall be
      deemed to have exercised reasonable care in the custody and preservation of
      any
      Pledged Collateral in its possession if such Pledged Collateral is accorded
      treatment substantially equal to that which such party accords its own
      property.

     

    SECTION
      11.           Event of
      Default.  The occurrence of any of the following events, which
      events occur prior to the date the Company pays or converts upon the request
      of
      the Pledgee all amounts due on the Debenture in connection with the Cash
      Advance, including any liquidated damages that may become due, shall constitute
      an event of default under this Agreement (each, an "Event of Default"):

     

    
      	
               

            	
              (a)

            	
              the
                Company’s breach of a material covenant under this Agreement or the
                occurrence of an Event of Default under the Debenture, including
                without
                limitation the occurrence of a Common Stock Event, as described in
                Section
                1.2 of this Agreement; 

            


    

     

    
      	
               

            	
              (b)

            	
              if
                any representation or warranty of the Pledgor set forth in this Agreement
                shall be breached or shall be untrue or incorrect in any material
                respect
                or the Pledgor shall otherwise breach any term of this Agreement;
                or
                

            


    

     

    
      	
               

            	
              (c)

            	
              the
                filing of any financing statement with regard to any of the Pledged
                Collateral other than pursuant to this Agreement, or the attachment
                of any
                additional Lien to any portion of the Pledged Collateral in favor
                of any
                Person other than the Pledgee. 

            


    

     

    SECTION
      12.          Cross-Default;
      Cross-Collateralization.  The Pledgor acknowledges and agrees
      that any default under the terms of this Agreement shall constitute a default
      by
      the Company under the Debenture.  The security interests, liens and
      other rights and interests in and relative to any of the personal property
      of
      the Pledgor now or hereafter granted to the Pledgee by the Pledgor pursuant
      to
      any agreement, document or instrument, including, but not limited to, this
      Agreement, the Purchase Agreement or the Debenture, shall serve as security
      for
      any and all of the Obligations, and, for the repayment thereof, Pledgee may
      resort to any such collateral in such order and manner as Pledgee may
      elect.

     

    SECTION
      13.          Remedies upon Event
      of
      Default.  After the occurrence of any Event of Default if
      within twenty four hours of receiving written notice of such Event of Default
      from the Pledgee the Company has not paid all outstanding principal and accrued
      and unpaid interest and all other amounts owed on the Debenture to the extent
      of
      the Cash Advance:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              (a)

            	
              Pledgee
                may exercise in respect of the Pledged Collateral held by it, in
                addition
                to other rights and remedies provided for herein or otherwise available
                to
                the Pledgee (including, without limitation, the vesting in the Pledgee
                pursuant to Section 6(b)(i) of the sole right to exercise voting
                rights
                pertaining to the Pledged Collateral, including, without limitation,
                voting rights with respect to the sale of assets of the Company),
                all the
                rights and remedies of a secured party on default under the Uniform
                Commercial Code in effect in the State of California at that time
                (the
                "UCC") (whether or not the UCC applies to the affected Collateral),
                and
                may also, without notice except as specified below, to the extent
                required
                to pay all amounts due on the Debenture associated with such Event
                of
                Default (provided however that such amounts shall not exceed the
                Cash
                Advance), including without limitation principal, accrued but unpaid
                interest, liquidated damages, if any, that are due under the Debenture
                and
                fees, sell, in a commercially reasonable sale, the Pledged Collateral
                or
                any part thereof in one or more parcels at a public sale, provided
                that
                the Pledged Collateral is then trading on a Trading Market (as defined
                in
                the Purchase Agreement), or at a private sale, if the Pledged Collateral
                is no longer trading on a Trading Market, for cash, on credit or
                for
                future delivery, and upon such other terms as the Pledgee may deem
                commercially reasonable. The application of the proceeds realized
                upon the
                sale of the Pledged Collateral may, in the sole discretion of the
                Pledgee,
                be applied to all or any portion of the amounts due on the Debenture
                associated with such Event of Default, in any order specified by
                the
                Pledgee, including without limitation the application of the proceeds
                realized upon the sale of the Pledged Collateral first to the liquidated
                damages, if any, owed in connection with the Debenture, and then
                to all
                other amounts due on the Debenture associated with such Event of
                Default,
                including without limitation principal, accrued and unpaid interest
                thereon and any other fees due under the Debenture, provided however,
                that
                such proceeds may only be applied to the satisfaction of the Cash
                Advance
                that is then outstanding under the Debenture, if any. The Pledgor
                agrees
                that, to the extent notice of sale shall be required by law, at least
                three (3) days' notice to the Pledgor of the time and place of any
                public
                sale or the time after which any private sale is to be made shall
                constitute reasonable notification. Pledgee shall not be obligated
                to make
                any sale of Pledged Collateral regardless of notice of sale having
                been
                given. The Pledgee may adjourn any public or private sale from time
                to
                time without notice. The Pledgor acknowledges and agrees that the
                Pledged
                Collateral consisting of the Pledged Shares, and/or any other shares
                of
                common stock of the Company, is of a type customarily sold on a recognized
                market, and accordingly that no notice of the sale thereof need be
                given.
                

            


    

     

    
      	
               

            	
              (b)

            	
              Any
                cash held by Pledgee as Pledged Collateral and all cash proceeds
                received
                by Pledgee in respect of any sale of, collection from, or other
                realization upon all or any part of the Pledged Collateral may, in
                the
                discretion of Pledgee, be held as collateral for, and/or then or
                at any
                time thereafter be applied (after payment of any amounts payable
                pursuant
                to Section 14) in whole or in part against all or any part of the
                Obligations. Any surplus of such cash or cash proceeds held by Pledgee
                and
                remaining after payment in full of all the Obligations shall be paid
                over
                to the Pledgor or to whomsoever may be lawfully entitled to receive
                such
                surplus. 

            


    

     

    SECTION
      14.           Fees.  In
      the event an action is brought by Pledgee to enforce this Agreement, Pledgee
      shall be entitled to recover its reasonable attorneys’ fees and costs from
      Pledgor for such action.

     

    SECTION
      15.          Continuing Security
      Interest; Termination.  This Agreement shall create a
      continuing security interest in the Pledged Collateral and shall remain in
      full
      force and effect  until the indefeasible payment in full of the
      Obligations.  Upon the indefeasible payment in full of the
      Obligations, the security interest granted hereby shall terminate and all rights
      to the Pledged Collateral shall revert to the Pledgor and all certificates
      representing the Pledged Collateral shall be re-issued in the name of the
      Pledgor, the Pledgor’s successors or assigns to the extent such certificates are
      not already in such names.  Upon any such termination, the Pledgee
      shall immediately but no later than three Business Days after such termination,
      at the Pledgor's expense, return to the Pledgor such of the Pledged Collateral
      as shall not have been sold or otherwise applied pursuant to the terms hereof
      and execute and deliver to the Pledgor such documents as the Pledgor shall
      reasonably request to evidence such termination.  Notwithstanding the
      foregoing, within ten days of the Cash Advance being reduced by an amount equal
      to 25% of the original value of the Cash Advance, either due to repayment by
      the
      Company or conversion of such portion of the Cash Advance into the Company’s
      Common Stock at the request of the Pledgor under the terms of the Debenture,
      the
      Pledgee shall return to the Pledgor one Pledged Shares Certificate for each
      25%
      portion of the original value of the Cash Advance so repaid or converted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION
      16.          Governing Law;
      Terms.  This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of California, without regard to
      principles of conflict of laws.  The Pledgor agrees to submit itself
      to the in personam jurisdiction of the state and federal courts situated within
      San Diego County, California with regard to any controversy arising out of
      or
      relating to this Agreement.  Unless otherwise defined herein or in the
      Purchase Agreement, terms defined in Article 9 of the UCC are used herein as
      therein defined.

     

    SECTION
      17.         Notice.  All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been received when delivered personally (which shall include,
      without limitation, via express overnight courier) or if mailed, three (3)
      Business Days after having been mailed by registered or certified mail, return
      receipt requested, postage prepaid, to the addresses of the parties as set
      forth
      in the Purchase Agreement, and if to the Pledgor, to the following
      address:

     

    Rodney
      Wagner

    802
      Switzer Lane

    Cedar
      Hill, Texas 75104

    Facsimile:
      ______________________

    


    or
      if by
      facsimile, (i) the date of transmission, if such notice or communication is
      delivered via facsimile at the facsimile number specified below prior to 5:30
      p.m. (Pacific Time), or (ii) the date immediately following the date of
      transmission, if such notice or communication is delivered via facsimile between
      5:30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time)
      on any such date the date immediately following the date of transmission.

     

    SECTION
      18.        Waivers.

     

    
      	
               

            	
              (a)

            	
              Waivers.  The
                Pledgor waives any right to require the Pledgee to (i) proceed against
                any
                person, (ii) proceed against any other collateral under any other
                agreement, (iii) pursue any other remedy, or (iv) make presentment,
                demand, dishonor, notice of dishonor, acceleration and/or notice
                of
                non-payment. 

            


    

     

    
      	
               

            	
              (b)

            	
              Waiver
                of
                Defense.  No course of dealing between the Pledgor and
                the Pledgee, nor any failure to exercise nor any delay in exercising
                on
                the part of Pledgee, any right, power, or privilege under this Agreement
                or under any of the other Transaction Documents shall operate as
                a
                waiver.  No single or partial exercise of any right, power, or
                privilege under this Agreement or under any of the other Transaction
                Documents shall preclude any other or further exercise of such right,
                power, or privilege or the exercise of any other right, power, or
                privilege. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION
      19.        Rights Are
      Cumulative.  All rights and remedies of the Pledgee with
      respect to the Pledged Collateral, whether established by this Agreement, the
      other Transaction Documents or by law, shall be cumulative and may be exercised
      concurrently or in any order.

     

    SECTION
      20.         Indemnity.  The
      Pledgor agrees:

     

    
      	
               

            	
              (a)

            	
              to
                indemnify and hold harmless the Pledgee and its respective, employees,
                consultants, officers, directors, shareholder, partners, successors
                and
                assigns against and from all liabilities, losses, and costs (including,
                without limitation, reasonable attorneys' fees) arising out of or
                relating
                to the taking or the failure to take action in respect of any transaction
                effected under this Agreement or in connection with the lien provided
                for
                herein, including, without limitation, any and all excise, sales
                or other
                taxes which may be payable or determined to be payable with respect
                to any
                of the Pledged Collateral. 

            


    

     

    
      	
               

            	
              (b)

            	
              to
                pay and reimburse the Pledgee upon demand for all reasonable costs
                and
                expenses (including, without limitation, reasonable attorneys' fees
                and
                expenses) that the Pledgee may incur in connection with (i) the custody,
                use or preservation of, or the sale of, collection from or other
                realization upon, any of the Pledged Collateral, including the reasonable
                expenses of re-taking, holding, preparing for sale or lease, selling
                or
                otherwise disposing of or realizing on the Pledged Collateral, (ii)
                the
                exercise or enforcement of any rights or remedies granted hereunder,
                under
                the Debenture or otherwise available to it (whether at law, in equity
                or
                otherwise), or (iii) the failure by the Pledgor to perform or observe
                any
                of the provisions hereof. 

            


    

     

    The
      liabilities of the Pledgor under this Section 20 shall survive the termination
      of this Agreement.

     

    SECTION
      21.        Severability.  The
      provisions of this Agreement are severable.  If any provision of this
      Agreement is held invalid or unenforceable in whole or in part in any
      jurisdiction, then such invalidity or unenforceability shall affect only such
      provision, or part thereof, in such jurisdiction, and shall not in any manner
      affect such provision or part thereof in any other jurisdiction, or any other
      provision of this Agreement in any jurisdiction.

     

    SECTION
      22.        Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be
      considered an original, but all of which together shall constitute one and
      the
      same instrument and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In
      the event that any signature is delivered by facsimile transmission or by e-mail
      delivery of a “.pdf” format data file, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original
      thereof.

     

    SECTION
      23.        Amendments; Entire
      Agreement.  This Agreement is subject to modification only by a
      writing signed by the parties.  To the extent that any provision of
      this Agreement conflicts with any provision of the Purchase Agreement or the
      Debenture, the provision giving the Pledgee greater rights or remedies shall
      govern, it being understood that the purpose of this Agreement is to add to,
      and
      not detract from, the rights granted to the Pledgee under the Purchase Agreement
      and the Debenture.  This Agreement, the Purchase Agreement, the
      Debenture and the other Transaction Documents constitute the entire agreement
      of
      the parties with respect to the subject matter of this Agreement.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION
      24.

     

    Successors
      and
      Assigns.  This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective heirs, executors, legal
      representatives, successors and assigns; provided, however, that the Pledgor
      may
      not, without the prior written consent of the Pledgee, assign or delegate any
      rights, powers, duties or obligations hereunder, and any such purported
      assignment or delegation without such consent shall be null and
      void.  Pledgee may assign or delegate any rights, powers, duties or
      obligations hereunder without the consent of the Pledgor.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Agreement as of the date first above written.

     

    
      	
              PLEDGOR:

              
              

              
              

              
              

              ______________________

              Rodney
                Wagner

              
              

            


    

    


     

    
      	
              PLEDGEE:

              
              

              Golden
                Gate Investors, Inc.

              
              

              
              

              
              

              By:  ______________________

              Name:  Travis
                W. Huff

              Title:  Vice
                President and Portfolio Manager

            


    

    


     

    ACKNOWLEDGED
      AND AGREED:

     

    eTelCharge.com

    


    


    


    By:                                                                
      

    Name:

    Title:

    


     


    
      
        
          
            	
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                    Initials

                  	
                     

                  	
                    ____________

                    Initials

                  


          

          


        

         

      

      
         

        
          

        

      

      
         

      

    


    


    SCHEDULE
      1(a)

     

    Pledged
      Shares

     

    3,000,000
      shares of Common Stock of eTelCharge.com in the aggregate, certificated as
      follows:

     

    ------------------------------------------------------------------------------

    Pledgor                                        Number
      of
      Shares           Certificate
      No.

    


    Rodney
      Wagner                             3,000,000


    
      
        
          
            	
                    ______________

                    Initials

                  	
                     

                  	
                    ____________

                    Initials