PLEDGE AND ESCROW AGREEMENT

     

    THIS
      PLEDGE AND ESCROW AGREEMENT
      (the
“Agreement”)
      is
      made and entered into as of July 5, 2007 (the “Effective
      Date”)
      by and
      among DEEP
      FIELD TECHNOLOGIES, INC.,
      a
      corporation organized and existing under the laws of the State of New Jersey
      (the “Pledgor”),
      CORNELL
      CAPITAL PARTNERS, L.P. (the
      “Pledgee”),
      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 to the Pledgee
      or any successor to the Pledgee under this
      Agreement, the Securities Purchase Agreement of even date herewith by and
      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 One Million Three Hundred Thousand Dollars ($1,300,000) 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 750,000 shares of
      Pledgor’s Class B common stock (“Class
      B Common Stock”),
      par
      value $0.01 per share, of the Company (the “Pledged
      Shares”);
      

     

    WHEREAS,
      a
      holder of Class B Common Stock has the right to convert each share of its Class
      B Common Stock into that number of shares of the Company’s class A common stock,
      no par value per share (“Common
      Stock”)
      determined by dividing the number of shares of Class B Common Stock being
      converted by a twenty percent (20%) discount of the lowest price that the
      Company had ever issued its Common Stock; and

     

    WHEREAS,
      as of
      the date of this Agreement, the lowest price the Common Stock has ever been
      offered at is $0.01.

     

    AGREEMENT

     

    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.
      The
      Pledgor hereby grants to Pledgee a security interest in all Pledged Shares
      as
      security for Pledgor’s obligations to the Pledgee (the “Obligations”)
      under
      the Convertible Debentures. Simultaneously with the execution of this Agreement,
      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
      pursuant to this

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Agreement
      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.

     

    2.    Rights
      Relating to Pledged Shares.
      Prior to
      the occurrence of an Event of Default (as defined herein) and the issuance
      of
      Pledged Shares to the Pledgee (in accordance with Section 5.1), the Pledged
      Shares shall not be, or be deemed to be, issued or outstanding shares of the
      Pledgor and neither the Pledgee nor any other person shall be entitled to vote
      the Pledged Shares, to receive dividends and other distributions thereon, or
      to
      enjoy any 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 Convertible Debentures, the
      parties hereto shall notify the Escrow Agent to such effect in writing. Upon
      receipt of such written notice, 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 the terms of the Convertible Debentures, 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 Transaction Documents.

     

    5.    Remedies.
      

     

    5.1. Upon
      and
      anytime after the occurrence of an Event of Default, the Pledgee shall have
      the
      right acquire the Pledged Shares in accordance with the following procedure:
      (a) the Pledgee shall provide written notice of such Event of Default (the
“Default
      Notice”)
      to the
      Escrow Agent, with a copy to the Pledgor; (b) in a Default Notice the Pledgee
      shall specify the number of Pledged Shares to be issued to the Pledgee,
provided
      however,
      that
      the Pledgee shall not have the right to acquire such number of Pledged Shares
      which would cause the Pledgee, together with its affiliates, to beneficially
      own
      in excess of 4.99% of the outstanding capital of the Pledgor (unless the Pledgee
      waives such limitation by providing sixty-five (65) days’ advance written
      notice); and (c) as soon as practicable after receipt of a Default Notice,
      the
      Escrow Agent shall deliver the specified number of Pledged Shares along with
      the
      applicable Transfer Documents to the Pledgor’s Transfer Agent with instructions
      to issue such Pledged Shares to the Pledgee in accordance with the Irrevocable
      Transfer Agent Instructions of even date herewith, among the Pledgee, the
      Pledgor, the Escrow Agent, and the Transfer Agent. 

     

    5.2. Upon
      receipt of the Pledged Shares issued to the Pledgee, 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

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    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 Pledgor shall remain liable
      for shortfalls, if any, that may exist after the Pledgee has exhausted all
      remedies hereunder. The Pledgee shall return any Pledged Shares issued to it
      and
      instruct the Escrow Agent to return any Pledged Shares it is holding in escrow
      after the all amounts owed to the Pledgee under the Convertible Debentures
      have
      been satisfied.

     

    5.3. 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.

     

    5.4. In
      addition to all other remedies available to the Pledgee, upon the issuance
      of
      Pledged Shares to the Pledgee, 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

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     


    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 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

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     


    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.
      Unless
      otherwise provided herein, all demands, notices, consents, service of process,
      requests and other communications hereunder shall be in writing and shall be
      delivered in person or by overnight courier service, or mailed by certified
      mail, return receipt requested, addressed:

     

    
      	
              If
                to the Pledgor, to:

            	
              Deep
                Field Technologies, Inc.

            
	 	
              2222
                Second Street

            
	 	
              Fort
                Myers, FL 33901

            
	 	
              Attention: Fred
                Griffin, CFO

            
	 	
              Telephone: (239)
                437-5235

            
	 	
              Facsimile: (239)
                437-5257

            
	 	 
	
              With
                a copy to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

            
	 	
              201
                South Biscayne Boulevard, Suite 2000

            
	 	
              Miami,
                FL 33131-2399

            
	 	
              Attention: Clayton
                E. Parker, Esq.

            
	 	
              Telephone: (305)
                539-3300

            
	 	
              Facsimile: (305)
                358-7095

            
	 	 
	
              If
                to the Pledgee:

            	
              Cornell
                Capital Partners, L.P.

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention: Mark
                A. Angelo

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 
	
              With
                copy to:

            	
              David
                Gonzalez, Esq.

            
	 	
              101
                Hudson Street, Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Telephone: (201)
                985-8300

            
	 	
              Facsimile: (201)
                985-8266

            
	 	 


    

    


    Any
      such
      notice shall be effective (a) when delivered, if delivered by hand delivery
      or overnight courier service, or (b) five (5) days after deposit in the
      United States mail, as applicable.

     

    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,

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

       

    

    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.

     

    9.    Enforcement
      Costs.
      If any
      legal action or other pro-ceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresenta-tion 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 limita-tion, 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 here-after 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.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

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

     

    
      	 	
              Cornell
                Capital Partners, L.P.

            
	 	 
	 	
              By:
                 Yorkville
                Advisors, LLC

            
	 	
              Its: Investment
                Manager

            
	 	 
	 	
              By: 
                /s/
                Mark Angelo

              
                

              

            
	 	
              Name: Mark
                Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 
	 	 
	 	
              Deep
                Field Technologies, Inc.

            
	 	 
	 	
              By: 
                /s/
                Fred Griffin

              
                

              

            
	 	
              Name: Fred
                Griffin

            
	 	
              Title: Chief
                Financial Officer

            
	 	 
	 	 
	 	
              Escrow
                Agent

            
	 	 
	 	
              By: 
                /s/
                David Gonzalez, Esq.

              
                

              

            
	 	
              Name: David
                Gonzalez, Esq.

            
	 	 


    

     

    
      
         

      

        -7-