PARENT PLEDGE AGREEMENT



 Exhibit 10.2 
 PARENT PLEDGE AGREEMENT 
  
 This PARENT PLEDGE AGREEMENT (this “Agreement”) is dated as of May 1, 2004 and entered into by and between ASCENDANT SOLUTIONS, INC., a Delaware corporation (“Pledgor”), and KEVIN J. HAYES
(“Hayes”), as administrative agent for and representative of (in such capacity herein called “Secured Party”) the Noteholders (as hereinafter defined). 
  
 PRELIMINARY STATEMENTS 
  
 A. Pledgor is the legal and beneficial owner of the shares of stock of ASDS
of Orange County, Inc., a Delaware corporation and the successor corporation of the merger of Orange County Acquisition Corp. and CRESA Partners of Orange County, Inc. (“Company”), described in Schedule I annexed hereto.

  
 B. Pursuant to the Stock Purchase Agreement dated as of March
23, 2004 (said Stock Purchase Agreement, as it may hereafter be amended, restated, supplemented or otherwise modified from time to time, being the “Stock Purchase Agreement”) between Company’s predecessor, Orange County
Acquisition Corp., a Delaware corporation (“Purchaser”), and Hayes. The Purchaser has agreed to issue that certain promissory note dated as of the date hereof in the aggregate principal amount of $6,900,000 in favor of Hayes in his
capacity as a Noteholder (the “Initial Noteholder”) (said note, as amended, restated, supplemented or otherwise modified from time to time, the “Initial Note” and the Initial Note and any and all other promissory
notes issued from time to time as contemplated by the Initial Note and the other Note Documents (as defined herein), as amended, restated, supplemented or otherwise modified from time to time, the “Notes”)). Purchaser has been
merged with CRESA Partners of Orange County, Inc., with Company as the surviving corporation, and Company is obligated to issue the Notes. Each holder of a Note from time to time is referred to herein individually as a Noteholder and collectively as
the “Noteholders”. 
  
 C. Pledgor has executed
and delivered that certain Parent Guaranty dated as of the date hereof (said Parent Guaranty, as it may hereafter be amended, restated, supplemented, or otherwise modified from time to time, the “Parent Guaranty”), in favor of
Secured Party for the benefit of Noteholders, pursuant to which Pledgor has guaranteed the prompt payment and performance when due of all obligations of Company under the Notes and the other Note Documents. 
  
 D. It is a condition precedent to the acceptance of the Initial Note by the
Initial Noteholder that Pledgor shall have granted the security interests and undertaken the obligations contemplated by this Agreement. 
  
 NOW, THEREFORE, in consideration of the agreements set forth herein and in order to induce the Initial Noteholder to accept the Initial Note,
Pledgor hereby agrees with Secured Party as follows: 







 SECTION 1. Pledge of Security. Pledgor hereby pledges and assigns to Secured Party, and
hereby grants to Secured Party a security interest in, all of Pledgor’s right, title and interest in and to the following (the “Pledged Collateral”): 
  
 (a) all shares of stock of Company owned on the date hereof and described in Schedule I, and the certificates or
other instruments representing any of the foregoing (the “Pledged Shares”), and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments, right to vote or manage the business of Company pursuant
to organizational documents governing the rights and obligations of the stockholders, 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 Pledged Shares;

  
 (b) to the extent not covered by clause (a) above, all
proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgor or Secured Party from time to time with respect to any of the Pledged Collateral.

  
 SECTION 2. Security for Obligations. This
Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under this Agreement or the
Parent Guaranty (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Pledgor, would accrue on such obligations, whether or not a claim is allowed against Pledgor for such interest in the related
bankruptcy proceeding), whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and all or any portion of such obligations or liabilities that are paid, to
the extent all or any part of such payment is avoided or recovered directly or indirectly from Secured Party or any Noteholder as a preference, fraudulent transfer or otherwise, and all obligations of every nature of Pledgor now or hereafter
existing under this Agreement (all such obligations of Pledgor being the “Secured Obligations”); provided, however, upon the exercise by Secured Party of the voting rights granted to Secured Party pursuant to Section
8(c), the Secured Obligations will not be increased by any subsequent increase in the principal balance of the Notes or any new indebtedness for borrowed money. 
  

SECTION 3. No Assumption. Notwithstanding any of the foregoing, this Agreement shall not in any way be deemed to obligate Secured Party
or any purchaser at a foreclosure sale under this Agreement to assume Pledgor’s obligations, duties, expenses or liabilities under the Notes or any other Note Document or under any and all other agreements now existing or hereafter drafted or
executed (collectively, the “Grantor Obligations”) unless Secured Party or any such purchaser otherwise expressly agrees to assume any or all of said Grantor Obligations in writing. In the event of foreclosure by Secured Party,
Pledgor shall remain bound and obligated to perform the Grantor Obligations and Secured Party shall not be deemed to have assumed any of such Grantor Obligations except as provided in the preceding sentence. 
  

 2 








 SECTION 4. Delivery of Pledged Collateral. All certificates or instruments representing or
evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Secured Party pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by Pledgor’s endorsement, where
necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. Upon the occurrence and during the continuation of an Event of Default (as defined in Section 12), Secured Party
shall have the right, without notice to Pledgor, to transfer to or to register in the name of Secured Party or any of its nominees any or all of the Pledged Collateral, subject to the revocable rights specified in Section 8(a). In addition, Secured
Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. 
  
 SECTION 5. Representations and Warranties. Pledgor represents
and warrants as follows: 
  
 (a) Due Authorization, etc. of
Pledged Collateral. All of the Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable. 
  
 (b) Description of Pledged Collateral. The Pledged Shares constitute the percentage of the issued and outstanding shares of stock of each issuer
thereof indicated on Schedule I hereto, and there are no outstanding warrants, options or other rights to purchase, or other agreements outstanding with respect to, or property that is now or hereafter convertible into, or that requires the
issuance or sale of, any Pledged Shares. Schedule I sets forth all of the Pledged Shares owned by Pledgor on the date hereof. 
  
 (c) Ownership of Pledged Collateral. Pledgor is the legal, record and beneficial owner of the Pledged Collateral free and clear of any Lien except
for Permitted Liens. 
  
 (d) Due Authorization, etc.
Pledgor is duly formed, validly existing and in good standing under the law of its jurisdiction of organization and has full entity power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this
Agreement has been duly authorized by all necessary entity action. This Agreement constitutes a legally valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforcement hereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles. 
  
 (e) Governmental Authorizations. No authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for either (i) the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement and the grant by Pledgor of the security interest granted hereby, (ii) the execution, delivery or
performance of this Agreement by Pledgor, or (iii) the exercise by Secured Party 
  

 3 








 of the voting or other rights, or the remedies in respect of the Pledged Collateral, provided for in this Agreement
(except as may be required in connection with a disposition of Pledged Collateral by laws affecting the offering and sale of securities generally). 
  
 (f) Perfection. The pledge of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in
the Pledged Collateral, securing the payment of the Secured Obligations. 
  
 SECTION 6. Transfers and Other Liens; Additional Pledged Collateral; etc. 
  
 Pledgor shall: 
  
 (a) 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,
(ii) create or suffer to exist any Lien upon or with respect to any of the Pledged Collateral, except for Liens permitted by the Notes, or (iii) permit any issuer of Pledged Shares to merge or consolidate unless a percentage of the outstanding
capital stock of the surviving or resulting corporation equal to or greater than the percentage of outstanding shares the issuer thereof pledged hereunder is, upon such merger or consolidation, pledged hereunder and no cash, securities or other
property is distributed in respect of the outstanding shares of any other constituent corporation; 
  
 (b) (i) cause each issuer of Pledged Shares not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by
such issuer, except to Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares; and 
  
 (c) pay promptly when due all material taxes, assessments and governmental
charges or levies imposed upon, and all claims against, the Pledged Collateral, except to the extent the validity thereof is being contested in good faith; provided that Pledgor shall in any event pay such taxes, assessments, charges, levies
or claims not later than five days prior to the date of any proposed sale under any judgement, writ or warrant of attachment entered or filed against Pledgor or any of the Pledged Collateral as a result of the failure to make such payment.

  
 SECTION 7. Further Assurances; Pledge
Amendments. 
  
 (a) Pledgor agrees that from time
to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or as Secured Party may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, Pledgor will:
(i) execute (if necessary) and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as Secured Party may reasonably request, in order to perfect and preserve the
security interests granted or purported 
  

 4 








 to be granted hereby and (ii) at Secured Party’s request, appear in and defend any action or proceeding that may
affect Pledgor’s title to or Secured Party’s security interest in all or any part of the Pledged Collateral. Pledgor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Pledged Collateral without the signature of Pledgor. 
  
 (b) Pledgor further agrees that it will, upon obtaining any additional shares of stock or other securities required to be pledged hereunder as provided in Section 6(b), promptly (and in any event within five Business
Days) deliver to Secured Party a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II annexed hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares to be pledged pursuant
to this Agreement. Upon each delivery of a Pledge Amendment to Secured Party, the representations and warranties contained in Section 5 hereof shall be deemed to have been made by Pledgor as to the Pledged Collateral described in such Pledge
Amendment. Pledgor hereby authorizes Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Secured Party shall for all purposes hereunder be considered Pledged
Collateral; provided that the failure of Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pledged pursuant to this Agreement shall not impair the security interest of Secured Party therein or otherwise
adversely affect the rights and remedies of Secured Party hereunder with respect thereto. 
  
 SECTION 8. Voting Rights; Dividends; Etc. 
  
 (a) So long as no Event of Default shall have occurred and be continuing: 
  
 (i) Pledgor shall be entitled to exercise 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 or the other Note Documents. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor’s consent to the election of directors
at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permitted under this Agreement and the other Note
Documents shall be deemed inconsistent with the terms of this Agreement or the other Note Documents within the meaning of this Section 8(a)(i), and no notice of any such voting or consent need be given to Secured Party; 
  
 (ii) Pledgor shall be entitled to receive and retain, and to
utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and interest and principal paid in respect of the Pledged Collateral; provided, however, that any and all 
  
 (A) dividends, other distributions 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; and 
  

 5 








 (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, 
  

shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for
the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and 
  
 (iii) Secured Party shall promptly execute and deliver (or
cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights
which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, other distributions, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. 
  
 (b) Upon the occurrence and during the continuation of an Event of Default:

  
 (i) upon written notice from Secured Party to
Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall
thereupon have the sole right to exercise such voting and other consensual rights; 
  
 (ii) all rights of Pledgor to receive the dividends, other distributions and interest payments which it would otherwise be authorized to
receive and retain pursuant to Section 8(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and
interest payments; and 
  
 (iii) all dividends,
principal, interest payments and other distributions which are received by Pledgor contrary to the provisions of paragraph (ii) of this Section 8(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of
Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). 
  
 (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to
Section 8(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 8(a)(ii) or Section 8(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured
Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to 
  

 6 








 time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i),
Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving
or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged
Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in
full of the Secured Obligations, the cure of such Event of Default or waiver thereof as evidenced by a writing executed by Secured Party. 
  
 SECTION 9. Secured Party Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact,
with full authority in the place and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from time to time in Secured Party’s discretion to take any action and to execute any instrument that Secured Party may deem necessary
or advisable to accomplish the purposes of this Agreement, including without limitation: 
  
 (a) upon the occurrence and during the continuance of an Event of Default, to obtain and adjust insurance required to be maintained by Pledgor; 
  
 (b) upon the occurrence and during the continuance of an Event of Default, to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; 
  
 (c) upon the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any instruments made payable to Pledgor
representing any dividend, principal or interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; 
  
 (d) upon the occurrence and during the continuance of an Event of Default, to file any claims or take any action or
institute any proceedings that Secured Party may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; 
  
 (e) to pay or discharge taxes or Liens (other than Liens permitted under this
Agreement or the Notes) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments
made by Secured Party to become obligations of Pledgor to Secured Party, due and payable immediately without demand; and 
  
 (f) upon the occurrence and during the continuance of an Event of Default, but in compliance with the provisions of Section 12, generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully 
  

 7 








 and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured
Party’s option and Pledgor’s expense, at any time or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Pledged Collateral and Secured Party’s security interest therein
in order to effect the intent of this Agreement, all as fully and effectively as Pledgor might do. 
  
 SECTION 10. Secured Party May Perform. If Pledgor fails to perform any agreement contained herein, Secured Party may itself perform, or
cause performance of, such agreement, and the expenses of Secured Party incurred in connection therewith shall be payable by Pledgor under Section 12(b) hereof. 
  

SECTION 11. Standard of Care. The powers conferred on Secured Party hereunder are solely to protect its interest in the Pledged
Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Pledged Collateral in its possession and the accounting for moneys actually received by it hereunder,
Secured Party shall have no duty as to any Pledged Collateral, it being understood that Secured Party shall have no responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other
matters relating to any Pledged Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, (b) taking any necessary steps (other than steps taken in accordance with the standard of care set forth above to maintain
possession of the Pledged Collateral) to preserve rights against any prior parties or any other rights pertaining to any Pledged Collateral, (c) taking any necessary steps to collect or realize upon the Secured Obligations or any guarantee therefor,
or any part thereof, or any of the Pledged Collateral, or (d) initiating any action to protect the Pledged Collateral against the possibility of a decline in market value. Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which Secured Party accords its own property consisting of negotiable securities. 
  
 SECTION 12. Remedies. 
  
 (a) If any Event of Default (as defined in the Notes, an “Event of
Default” for purposes of this Agreement) shall have occurred and be continuing, Secured Party may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it,
all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral), and Secured Party may also in its sole discretion, without notice except as specified below, sell the
Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times
and at such price or prices and upon such other terms as are commercially reasonable for any such sale. Secured Party may be the purchaser of any or all of the Pledged Collateral at any such sale and Secured Party shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any
Pledged Collateral payable by Secured Party at such sale. Each 
  

 8 








 purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor,
and Pledgor hereby waives (to the fullest extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to 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. Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Pledged
Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale. If the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all the Secured
Obligations, Pledgor shall be liable for the deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency. 
  
 (b) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the
“Securities Act”), and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Collateral conducted without prior registration or qualification of such Pledged
Collateral under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution
or resale thereof. Pledgor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration
statement under the Securities Act) and, notwithstanding such circumstances, Pledgor agrees that sales made in compliance with such requirements will not (because of such compliance) be deemed to be commercially unreasonable and that Secured Party
shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. 
  
 (c) If Secured Party determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, Pledgor shall and shall use
commercially reasonable efforts to cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to Secured Party all such information as Secured Party may request in order to determine the number of shares and other
instruments included in the Pledged Collateral which may be sold by Secured Party in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time
in effect. 
  

 9 








 SECTION 13. Application of Proceeds. Except as expressly provided elsewhere in this
Agreement, all proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in the following order of priority: 
  
 FIRST: To the payment of all costs and expenses of such
sale, collection or other realization, including reasonable compensation to Secured Party and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Secured Party in connection therewith, and all amounts for
which Secured Party is entitled to indemnification hereunder and all advances made by Secured Party hereunder for the account of Pledgor, and to the payment of all costs and expenses paid or incurred by Secured Party in connection with the exercise
of any right or remedy hereunder; 
  
 SECOND: To
the payment of all other Secured Obligations (for the ratable benefit of the holders thereof); and 
  
 THIRD: To the payment to or upon the order of Pledgor, or to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct, of any surplus then remaining from such proceeds. 
  
 SECTION 14. Expenses. Pledgor shall pay to Secured Party upon demand the amount of any and all costs and expenses, including the fees and expenses of its counsel and of any experts and agents, that
Secured Party may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise or enforcement of
any of the rights of Secured Party hereunder, provided that such costs shall not be payable hereunder unless there is an Event of Default under Sections 7(a), (h) or (i) of the Notes, or (iv) the failure by Pledgor to perform or observe any of the
provisions hereof. 
  
 SECTION 15. Continuing
Security Interest; Transfer of Loans. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding
upon Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing
clause (c), Secured Party or any other Noteholder may assign or otherwise transfer the Note held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Secured Party herein
or otherwise. Upon the payment in full of all Secured Obligations, the security interest granted hereby shall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any such termination Secured Party will, at Pledgor’s
expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured
Party, of such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. 
  
 SECTION 16. Amendments; Etc. No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any
departure by 
  

 10 








 Pledgor therefrom, shall in any event be effective unless the same shall be in writing and signed by Secured Party and,
in the case of any such amendment or modification, by Pledgor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. 
  
 SECTION 17. Notices. Any notice or other communication herein
required or permitted to be given shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon
receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided that notices to Secured Party shall not be effective until received. For the
purposes hereof, the address of each party hereto shall be set forth under such party’s name on the signature pages hereof or such other address as shall be designated by such party in a written notice delivered to the other parties hereto.

  
 SECTION 18. Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor
shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available. 
  
 SECTION 19 Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 
  
 SECTION 20. Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any substantive effect. 
  
 SECTION 21. Governing Law; Rules of Construction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (INCLUDING, WITHOUT LIMITATION, SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT THE
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN
WITH RESPECT TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL. 
  

 11 








 SECTION 22. Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA. WITH RESPECT TO SUCH PROCEEDINGS, PLEDGOR, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO PLEDGOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 17 HEREOF; (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH GRANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; (V) AGREES THAT SECURED PARTY RETAINS THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION; AND (VI) AGREES THAT THE PROVISIONS OF THIS SECTION 22 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE
TO THE FULLEST EXTENT PERMISSIBLE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 410.40 OR OTHERWISE. 
  
 SECTION 23. Waiver of Jury Trial. PLEDGOR AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 
  
 SECTION 24. Counterparts. This Agreement may be executed in one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same document. 
  
 [Remainder of page intentionally left blank] 
  

 12 








 IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	ASCENDANT SOLUTIONS, INC., as Pledgor
		
	 By:
	 	 /s/ David E. Bowe


	 Name: David E. Bowe

	 Title: Chief Executive Officer, President and
 Chief Financial Officer

	
	 Address:

	
	 16250 Dallas Parkway

	 Suite 102

	 Dallas, TX 75248

	 Attn: David Bowe

	 Telecopy: (972) 250-0934

	
	 with a copy (which shall not constitute notice) to:

	
	 Winstead Sechrest & Minick P.C.

	 5400 Renaissance Tower

	 1201 Elm Street

	 Dallas, Texas 75270

	 Attn: Thomas R. Helfand

	 Telecopy: (214) 745-5390



  

 S-1 









			
	KEVIN J. HAYES, as administrative agent, as
Secured Party
		
	 By:
	 	 /s/ Kevin J. Hayes


	       Kevin J. Hayes

	
	 Address:

	
	 610 Newport Center Drive

	 5th Floor

	 Newport Beach, CA 92660-6429

	
	 with a copy (which shall not constitute notice) to:

	
	 Gary J. Singer, Esq.

	 O’Melveny & Myers LLP

	 610 Newport Center Drive

	 Suite 1700

	 Newport Beach, CA 92660

	 Telecopy: (949) 823-6994



  

 S-2 








 SCHEDULE I 
  

Attached to and forming a part of the Parent Pledge Agreement dated as of May 1, 2004 between ASCENDANT SOLUTIONS, INC. and KEVIN J.
HAYES., as Secured Party. 
  

											
	 Stock Issuer

	    	 Class
 of Stock or Equity
 Interest

	    	 Stock
 Certificate
 Nos.

	    	 Par
 Value

	    	 Number of
 Shares

	    	 Percentage of
 Outstanding
 Shares Pledged


	 ASDS of Orange County, Inc.
	    	Common	    	2	    	$0.01	    	100	    	100%

  

 SCHEDULE I-1 








 SCHEDULE II 
  
 PLEDGE AMENDMENT 
  
 This Pledge Amendment, dated
                    ,         , is delivered pursuant to Section 7(b) of the Parent Pledge
Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Parent Pledge Agreement dated May 1, 2004, between ASCENDANT SOLUTIONS, INC. and KEVIN J. HAYES, as Secured Party (the
“Parent Pledge Agreement,” capitalized terms defined therein being used herein as therein defined), and that the Pledged Shares listed on this Pledge Amendment shall be deemed to be part of the Pledged Shares and shall become part
of the Pledged Collateral and shall secure all Secured Obligations. 
  

			
	ASCENDANT SOLUTIONS, INC.
		
	 By:
	 	  


	 Name:

	 Title:



  

									
	 Stock Issuer

	 	 Class of Stock or
 other equity interests

	 	 Stock Certi-
 ficate Nos.

	 	 Par
 Value

	 	 Number of
 Shares



  

 SCHEDULE II-1