Stock Pledge Agreement

Stock Pledge Agreement

by Purus
February 25th, 1998

Form 8-K Dated February 17, 1998
Purus, Inc.
File no. 0-22408
Exhibit No. 3

                     STOCK PLEDGE AGREEMENT
                     (Housekit and Hi-Tech)

      STOCK PLEDGE AGREEMENT (SECURITY AGREEMENT), dated February
17,  1998, between PURUS, INC., a Delaware corporation,  with  an
office  at  605 Tennant Avenue, Suite B, Morgan Hill, CA   95037-
5529  ("Pledgee"),  and CASA SOLAZ, INC., a  Nevada  corporation,
with  an  office  at 17246 Quail Court, Morgan  Hill,  CA   95037
("Pledgor").

      Pledgor  and  Pledgee are entering into  a  6%  Convertible
Promissory  Note dated the date hereof (the "Note"), pursuant  to
which,  among  other  things, Pledgee  will  lend  $1,800,000  to
Pledgor  (the "Term Loan") on the terms and conditions set  forth
in  the  Note.  Pledgor owns, directly or indirectly, all of  the
outstanding  capital  stock of each of  Housekit  Construcciones,
S.A.,  a  Venezuelan  corporation  ("HKC"),  Hi-Tech  Houses   de
Venezuela,   C.A.,   a   Venezuelan  corporation   ("HTH"),   and
Suministros Yare Suyaca, C.A., a Venezuelan corporation  ("SYS"),
(HKC  and  HTH  are  referred  to  collectively  herein  as   the
"Subsidiaries").   It  is  a  condition  precedent  to  Pledgee's
obligation  to make the Term Loan that Pledgor pledge to  Pledgee
and  grant  Pledgee a security interest in all of the outstanding
capital  stock  of the Subsidiaries and SYS, and certain  related
rights and property, as more fully described below.

     Accordingly, Pledgor hereby agrees with Pledgee as follows:

      1.    Security  Interest.  In consideration  of  any  loan,
advance,  or  other extension of credit heretofore  or  hereafter
made  by  Pledgee  under the Note or otherwise  to,  or  for  the
account   or  benefit  of  Pledgor,  and  as  security  for   the
Obligations  (as  hereinafter defined), Pledgor  hereby  pledges,
transfers and assigns to Pledgee and grants to Pledgee a security
interest (the "Security Interest") in the following:

      (a)   One Hundred (100) shares of the capital stock of  HKC
with  a  capital  value  of One Hundred Thousand  Bolivares  (Bs.
100,000), (the "HKC Stock"), as evidenced by the Record Ownership
Book  delivered  by  Pledgor  to Pledgee  concurrently  with  the
execution of this Agreement;

      (b)  Two Hundred Fifty (250) shares of the capital stock of
HTH  with a capital value of Two Hundred Fifty Thousand Bolivares
(Bs.  250,000),  (the "HTH Stock"), as evidenced  by  the  Record
Ownership Book delivered by Pledgor to Pledgee concurrently  with
the execution of this Agreement;

       (c)   all  additional  shares  of  capital  stock  of  the
Subsidiaries  hereafter issued to or acquired by Pledgor  in  any
manner;

      (d)   all shares of capital stock of the Subsidiaries which
Pledgor  receives by reason of any stock split, bonus,  dividend,
distribution, or other form of issue, with respect to or  arising
from  any  of the stock described in subsections (a) through  (c)
above;

      (e)   all  warrants,  rights, or  options  to  acquire,  or
securities   convertible  into,  any   capital   stock   of   the
Subsidiaries, now or hereafter issued to or acquired by Pledgor;

      (f)   all dividends declared or paid upon the Pledged Stock
(as  defined  below)  or any other stock or securities  described
above;

      (g)   all increases and profits from the foregoing and  all
replacements and substitutions for the foregoing; and

      (h)   all  proceeds  of  the foregoing  including,  without
limitation,  all securities or other property acquired  with  any
proceeds.

      For  purposes  of this Agreement the term  "Pledged  Stock"
means all shares or securities issued or issuable as described in
subsections  (a)  through (e) above.  The property  described  in
subsections  (a)  through  (h) above is referred  to  hereinafter
collectively as the "Collateral".  Pledgor is delivering herewith
physical  possession of the Record Ownership Books pertaining  to
the   Pledged   Stock  to  Pledgee,  accompanied  by  appropriate
instruments  of transfer executed in blank, and Pledgee  herewith
acknowledges receipt of the Pledged Stock.  Concurrently with the
execution  of this Agreement, Pledgor is causing HKC  to  execute
and  deliver  to  Pledgee a pledge agreement  pertaining  to  the
capital stock of SYS.

      2.    Obligations  Secured.   The  Collateral  secures  all
present  and  future  loans, advances, liabilities,  obligations,
covenants,  duties and indebtedness at any time owing by  Pledgor
to  Pledgee, whether evidenced by this Agreement, the  Note,  any
other  note,  any  other instrument or document, whether  arising
from an extension of credit, banker's acceptance, loan, guaranty,
indemnification  or  otherwise,  whether  direct   or   indirect,
absolute or contingent, due or to become due, including,  without
limitation all interest, charges, expenses, fees, attorney's fees
and  any  other sum chargeable to the Pledgor hereunder or  under
any other agreement with Pledgee (the "Obligations").

      3.    Representations and Warranties of  Pledgor.   Pledgor
represents  and warrants that: (a) each instrument  and  document
constituting  Collateral is genuine and in all respects  what  it
purports to be; (b) Pledgor is the legal and beneficial owner  of
the  Collateral free of all pledges, security interests, charges,
liens,  or  other encumbrances, except under this Agreement,  and
has  the  power and authority to convey any or all of its  rights
and   interests   in  the  Collateral;  (c)  the  Pledged   Stock
constitutes  all of the issued and outstanding capital  stock  of
the  Subsidiaries  owned by Pledgor; (d) there  are  no  options,
warrants,  calls, or other rights or commitments of any character
giving any person the right to purchase any of the Pledged  Stock
or  other  Collateral from Pledgor; (e) to the best of  Pledgor's
knowledge, the Pledged Stock has been duly authorized and validly
issued,  is fully paid and non-assessable, and was not issued  in
violation  of the preemptive or other rights of any  person;  (f)
there  are  no  restrictions on the voting  rights  or  upon  the
transfer  of any of the Collateral other than those contained  in
this  Agreement  or  appearing  on  the  records  evidencing  the
Collateral;  (g) the instruments of transfer delivered  with  the
Pledged  Stock  herewith are duly executed and give  Pledgee  the
power they purport to confer; and (h) the execution, delivery and
performance  by Pledgor of this Agreement does not and  will  not
result  in  any  violation  of  or conflict  with  the  terms  of
Pledgor's   articles   of   incorporation,   bylaws,   or   other
organizational   documentation,  or  any  agreement,   indenture,
instrument,  license,  judgment,  decree,  order,  law,  statute,
ordinance or other governmental rule or regulation applicable  to
or binding upon Pledgor.

      4.   Covenants of Pledgor.  So long as this Agreement is in
effect,  Pledgor:   (a)  will defend the Collateral  against  the
claims and demands of all other parties; will keep the Collateral
free  from  all security interests or other encumbrances,  except
under  this  Agreement;  and  will not  sell,  transfer,  assign,
deliver  or  otherwise dispose of any Collateral or any  interest
therein  or  right thereunder or grant to any person any  option,
warrant, or other rights to acquire any of the Collateral or  any
interest  therein or right thereunder, without the prior  written
consent of Pledgee; (b) in connection herewith, will execute  and
deliver   to  Pledgee  such  financing  statements,  assignments,
registrations,  and  other documents and  do  such  other  things
relating  to the Collateral and the Security Interest as  Pledgee
may  reasonably request, and pay all costs of lien  searches  and
filing  financing statements, assignments and other documents  in
all  public  offices reasonably requested by  Pledgee;  (c)  will
notify  Pledgee  promptly in writing of any change  in  Pledgor's
address;  (d)  will not, except upon Pledgee's  request  or  with
Pledgee's  prior  written consent, seek or take delivery  of  any
additional  instrument or other written document constituting  or
evidencing  any  Collateral, and if  Pledgor  receives  any  such
additional  instrument or document (whether or not  at  Pledgee's
request  or  with  its consent), Pledgor will immediately  notify
Pledgee  thereof  and  immediately  deliver  such  instrument  or
document  to  Pledgee,  duly  endorsed  as  Pledgee  requests  or
accompanied by an appropriate instrument of transfer executed  in
blank;  and  (e)  will pay or reimburse Pledgee  for  all  taxes,
assessments  and  other  charges of every  nature  which  may  be
imposed,  levied  or  assessed  on  Pledgee  in  respect  of  the
Collateral.

      5.   Voting Rights; Irrevocable Proxy.  So long as no Event
of   Default  (as  hereinafter  defined)  has  occurred  and   is
continuing,  Pledgor shall be entitled to exercise  any  and  all
voting  and  other consensual rights pertaining to the Collateral
or  any  part thereof for any purpose not inconsistent  with  the
terms  of  this  Agreement and the Note; provided,  that  Pledgor
shall  not exercise or refrain from exercising any such right  if
such action would have a material adverse effect on the value  of
the  Collateral or any part thereof.  Pledgee shall  execute  and
deliver  (or  cause to be executed and delivered) to Pledgor  all
such  proxies  and  other instruments as Pledgor  may  reasonably
request  for  the  purpose of enabling Pledgor  to  exercise  its
voting  and  other rights as provided in the preceding  sentence.
If an Event of Default occurs, and so long as it continues, then,
at Pledgee's election in its sole discretion indicated by written
notice to Pledgor, all of Pledgor's rights to exercise any voting
or  other consensual rights pertaining to the Collateral  or  any
part  thereof  shall cease, and all such rights  shall  thereupon
become  vested  in Pledgee, which shall thereupon have  the  sole
right  to  exercise such voting and other consensual rights.   In
furtherance  of  the  immediately  preceding  sentence,   Pledgor
irrevocably  constitutes  and appoints  Pledgee,  effective  upon
Pledgee's giving of the foregoing notice after the occurrence and
during  the  continuance of any Event of  Default,  as  Pledgor's
proxy with full power, in the same manner, to the same extent and
with  the  same  effect as if Pledgor were to do  the  same,  and
whether or not the Collateral has been transferred into the  name
of  Pledgee  or  its  nominee: (a)  to  attend  all  meetings  of
stockholders of the Subsidiary and to vote the Collateral at such
meetings in such manner as Pledgee shall, in its sole discretion,
deem appropriate, including, without limitation, in favor of  the
liquidation  of  the  Subsidiary; (b) to  consent,  in  the  sole
discretion  of Pledgee, to any and all action by or with  respect
to  the  Subsidiary for which the consent of the stockholders  of
the  Subsidiary  is or may be necessary or appropriate;  and  (c)
without  limitation, to do all things which Pledgor can or  could
do  as  a  stockholder of the Subsidiary, giving to Pledgee  full
power  of substitution and revocation.  The foregoing proxy shall
terminate  when  this Agreement is no longer in  full  force  and
effect as hereinafter provided.  Pledgor hereby revokes any proxy
or  proxies heretofore given by Pledgor to any person or  persons
whatsoever and agrees not to give any other proxies in derogation
hereof until this Agreement is no longer in full force and effect
as hereinafter provided.

      6.    Registered Holder of Collateral.  At any time, either
before  or  after  an  Event  of  Default  has  occurred  and  is
continuing,  Pledgee is authorized to transfer the Collateral  or
any part thereof into its own name or that of its nominee so that
Pledgee  or  its nominee may appear of record as the  sole  owner
thereof.

      7.   Dividends and Other Income from Collateral; Additional
Shares.

      (a)   So long as no Event of Default hereunder has occurred
and  is continuing, Pledgor shall be entitled to receive any  and
all  dividends or other income paid in respect of the Collateral.
If  an  Event  of  Default has occurred and is  continuing,  then
Pledgor's  entitlement to receive dividends or  other  income  in
respect  of the Collateral shall cease, and, until such Event  of
Default  has been cured or the Obligations are fully and  finally
paid,  any and all such dividends and other income shall be  paid
directly to Pledgee without deduction, credit, or setoff for  any
reason; Pledgee shall, at its sole election, either hold them  as
Collateral or apply the same to the Obligations in such order and
manner as Pledgee determines.

      (b)   Any and all dividends paid or payable other  than  in
cash  in  respect of, and instruments, stock and  other  property
received, receivable or otherwise distributed in respect of, upon
the  subdivision  or  combination of, or  in  exchange  for,  any
Collateral,  shall constitute Collateral, and shall forthwith  be
paid or delivered directly to Pledgee to hold as Collateral.

      (c)  Any and all dividends and other distributions paid  or
payable in cash in respect of any Collateral in connection with a
partial or total liquidation or dissolution, and any and all cash
paid,  payable or otherwise distributed in respect to  redemption
of,  or  in  exchange  for,  any Collateral,  shall  be  paid  or
delivered directly to Pledgee, which, at Pledgee's sole election,
shall be held as Collateral or applied to the Obligations in such
order and manner as Pledgee determines.

      (d)   If  Pledgor receives, or becomes entitled to receive,
any  additional shares of any Subsidiary's capital stock  or  any
other  property,  other than as contemplated in subsections  (a),
(b),  and  (c)  of  this Section 7 (whether by  reclassification,
readjustment,  stock  split  or  other  change  in  the   capital
structure  of  such  Subsidiary, or in any  other  manner),  such
shares or other property shall constitute Collateral, and Pledgor
shall direct such Subsidiary to deliver certificates representing
such shares and all such other property directly to Pledgee to be
held   as  Collateral,  and  Pledgor  shall  deliver  to  Pledgee
appropriate  instruments  of  transfer  executed  in  blank  with
respect thereto.

     (e)  If, notwithstanding the foregoing, Pledgor receives any
dividend  or  other property payable or deliverable  directly  to
Pledgee  in  accordance with the foregoing  subsections,  Pledgor
shall  receive it in trust for the benefit of Pledgee,  segregate
it  from  the other property or funds of Pledgor, and deliver  it
immediately  to Pledgee in the form received (with any  necessary
endorsement).

     8.   Increases, Profits, Payments or Distributions.

      (a)   Whether  or  not  an Event of Default  has  occurred,
Pledgor  authorizes Pledgee: (i) to receive any  increase  in  or
profits on the Collateral (which, for the purposes hereof,  shall
not  include cash dividends) and to hold the same as part of  the
Collateral;  and  (ii) to receive any payment or distribution  on
the Collateral upon redemption by, or dissolution and liquidation
of,  any  Subsidiary,  to surrender the Collateral  or  any  part
thereof in exchange therefor, and, at Pledgee's sole election, to
hold  the net cash receipts from any such payment or distribution
as part of the Collateral, or to apply them to the Obligations in
such order and manner as Pledgee determines.

      (b)   If  Pledgor  receives  any  such  increase,  profits,
payments  or distributions, Pledgor will receive and deliver  the
same  promptly  to Pledgee on the same terms and  conditions  set
forth in Section 7(e).

      9.    Events  of Default.  It shall be an Event of  Default
hereunder if any Event of Default under the Note occurs.

     10.  Remedies.

      (a)  Whenever an Event of Default occurs and so long as  it
continues,  Pledgee shall have, and may exercise with respect  to
the  Collateral,  in such order and manner as it determines,  all
rights  and  remedies  of  a  secured  party  under  the  Uniform
Commercial Code and under any other applicable law, as  the  same
may  from  time  to time be in effect, as well  as  those  rights
granted herein, under the Note, and in any other agreement now or
hereafter  in  effect  between  Pledgor  and  Pledgee.    Without
limiting  the generality of the foregoing, whenever an  Event  of
Default exists, Pledgee may sell or otherwise dispose of  all  or
any  part of the Collateral by public or private sale, in one  or
more  transactions,  and  in such order  as  Pledgee  determines.
Pledgor  agrees and acknowledges that Pledgee may be a  purchaser
of  the  Collateral in any such public or private sale.  Proceeds
realized from such sales and dispositions shall be applied  first
to  Pledgee's costs and expenses in connection therewith and then
to  the Obligations in such order as Pledgee determines.  Pledgor
recognizes that Pledgee may be unable to effect a public sale  of
all  or  a part of the Collateral by reason of certain provisions
contained  in laws and regulations of the United States,  various
states  within  the United States, and/or the laws of  Venezuela,
and  may  be compelled to resort to one or more private sales  of
limited  amounts  of  the Collateral to  a  restricted  group  of
purchasers  who will be obliged to agree, among other things,  to
acquire the Collateral for their own account, for investment  and
without  a  view to the distribution or resale thereof.   Pledgor
understands that private sales so made may be at prices and other
terms  less favorable than if the Collateral were sold at  public
sales,  and  agrees that Pledgee has no obligation to  delay  the
sale of the Collateral for the period of time necessary to permit
Pledgee  to  register  or  qualify the  Collateral  for  sale  or
register a public sale transaction under the laws and regulations
of  the  United States, various states within the United  States,
and/or the laws of Venezuela.  Pledgor agrees that private  sales
under  the  foregoing circumstances shall be deemed to have  been
made in a commercially reasonable manner.

      (b)   Pledgor agrees that it will provide notice to Pledgee
of  a  sale  stating the time and place of sale,  disposition  or
other  intended  action  hereunder  or  in  connection  herewith,
whether required by the Uniform Commercial Code or otherwise, and
it  shall constitute reasonable notice to Pledgor if such  notice
is  mailed  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid,  or  delivered  personally  against
receipt,  or sent by a recognized overnight delivery service,  at
least thirty (30) days prior to such action, to Pledgor's address
set  forth  in  the caption of this Agreement or  to  such  other
address  as is specified in writing to Pledgee as the address  to
which notices shall be given to Pledgor.

      (c)   Pledgor  shall pay on demand all costs  and  expenses
incurred  by  Pledgee in enforcing this Agreement,  in  realizing
upon or protecting any Collateral and in enforcing and collecting
any  Obligations  or  any  guaranty thereof,  including,  without
limitation, if Pledgee retains counsel for advice, suit,  appeal,
insolvency or other proceedings under the federal Bankruptcy Code
or  otherwise,  or  for  any of the above  purposes,  the  actual
attorneys' and paralegals' fees incurred by Pledgee, and all such
costs  and expenses are secured by the Collateral, as well as  by
all other property serving as security for the Obligations.

     11.  Miscellaneous.

      (a)   Pledgor authorizes Pledgee, without notice or  demand
and  without  affecting any obligations hereunder, from  time  to
time: (i) to take from any party and hold collateral (other  than
the  Collateral) for the payment of the Obligations or  any  part
thereof,  and to exchange, enforce or release such collateral  or
any  part  thereof;  (ii) to accept and hold any  endorsement  or
guaranty of payment of the Obligations or any part thereof and to
release  or  substitute any such endorser or  guarantor,  or  any
party who has given any security interest in any other collateral
as  security  for  the  payment of the Obligations  or  any  part
thereof,  or  any  other party in any way obligated  to  pay  the
Obligations or any part thereof; and (iii) to direct the order or
manner of the disposition of the Collateral and any and all other
collateral  and  the enforcement of any and all endorsements  and
guaranties  relating to the Obligations or any  part  thereof  as
Pledgee, in its sole discretion, may determine.

      (b)  Pledgor hereby appoints Pledgee as Pledgor's attorney-
in-fact  (without requiring Pledgee) to perform  all  acts  which
Pledgee  deems appropriate in accordance with this  Agreement  to
perfect  and  continue its interests hereunder in the  Collateral
and  to  protect,  preserve  and  realize  upon  the  Collateral.
Pledgor  further  appoints  Pledgee as  its  attorney-in-fact  to
execute such orders and receipts for payment of the Collateral in
accordance  with this Agreement as Pledgee deems  appropriate  in
its  sole discretion.  These powers of attorney are coupled  with
an  interest  and  shall be irrevocable and are given  to  secure
performance  by  Pledgor of the Obligations and are  irrevocable.
Pledgor  ratifies  and approves all acts of  such  attorney,  and
Pledgee  shall  not be liable for any acts or  omissions  or  any
error  of judgment or mistake of fact or law other than resulting
from  Pledgee's bad faith or willful misconduct.  Subject to  the
terms of this Agreement, Pledgee may demand, collect, and sue  on
the  Collateral  (in either its or Pledgor's name,  at  Pledgee's
sole  option), and enforce, compromise, settle, or discharge  the
Collateral,  without  discharging the  Obligations  or  any  part
thereof  and  whether  or  not any such  action  results  in  the
imposition  of any penalty.  Pledgor authorizes and directs  each
Subsidiary  to make any payments in respect of the Collateral  as
Pledgee  may direct and hereby releases each Subsidiary from  any
liability to Pledgor for making such payments.

      (c)   Upon  Pledgor's failure to perform any of its  duties
hereunder,  Pledgee may, but shall not be obligated  to,  perform
any or all such duties, and Pledgor shall pay an amount equal  to
the  cost  thereof to Pledgee on demand.  Payment of such  amount
shall  be  secured by the Collateral, as well  as  by  all  other
property serving as security for the Obligations.

      (d)   Pledgee's  failure to exercise any right,  remedy  or
option  under this Agreement or any supplement or other agreement
between Pledgee and Pledgor or delay by Pledgee in exercising the
same  will  not operate as a waiver.  No waiver by Pledgee  shall
affect its right to require strict performance of this Agreement.
Pledgee's  rights  and  remedies  will  be  cumulative  and   not
exclusive.

      (e)   Pledgee shall be deemed to have exercised  reasonable
care  in  the custody and preservation of the Collateral  in  its
possession if such Collateral is accorded treatment substantially
equal  to  that which Pledgee accords its own property, it  being
understood  that  Pledgee shall not have responsibility  for  (i)
acting g or taking action with respect to any matters relative to
any  Collateral, whether or not Pledgee has or is deemed to  have
knowledge of such matters, or (ii) taking any necessary steps  to
preserve  rights  against  any  parties  with  respect   to   any
Collateral.   Pledgor  shall  have the  sole  responsibility  for
taking  any and all steps to preserve rights against any and  all
parties   to   any  Collateral,  whether  or  not  in   Pledgee's
possession.  Pledgee shall not be responsible for loss or  damage
resulting  from  Pledgee's  failure to  enforce  or  collect  any
Collateral  or  to  collect  any moneys  due  or  to  become  due
thereunder.    Pledgor   waives   protest   of   any   Instrument
constituting Collateral at any time held by Pledgee on which such
Pledgor  is  in  any way liable and waives notice  of  any  other
action taken by Pledgee.

      (f)  If any provision of this Agreement shall be prohibited
or  invalid under applicable law, it shall be ineffective only to
such   extent,  without  invalidating  the  remainder   of   this
Agreement.

      (g)   Upon  any  assignment by Pledgee of  its  rights  and
obligations,  or any part thereof, in accordance with  the  Note,
such  assignee  shall  become vested with  Pledgee's  rights  and
benefits hereunder to the extent of such assignment.
      (h)   If  after receipt of any payment of, or  proceeds  of
Collateral  applied  to the payment of, any of  the  Obligations,
Pledgee  is  required  to  surrender or return  such  payment  or
proceeds  to  any  person for any reason,  then  the  Obligations
intended  to  be satisfied by such payment or proceeds  shall  be
reinstated and continue and this Agreement shall continue in full
force  and  effect as if such payment or proceeds  had  not  been
received  by Pledgee.  Pledgor shall be liable to pay to Pledgee,
and  does  indemnify and hold Pledgee harmless for the amount  of
any   payments   or  proceeds  surrendered  or  returned.    This
subsection  shall remain effective notwithstanding  any  contrary
action  which  may  be  taken by Pledgee in  reliance  upon  such
payment   or   proceeds.   This  subsection  shall  survive   the
termination or revocation of this Agreement.

     (i)  This Agreement may not be modified, altered or amended,
except  by  an  agreement in writing signed by each  Pledgor  and
Pledgee.

      (j)   Neither  Pledgee nor any Pledgee Affiliate  shall  be
liable  for  any  indirect, special, incidental or  consequential
damages in connection with any breach of contract, tort or  other
wrong  relating  to  this  Agreement or the  Obligations  or  the
establishment,  administration or collection  thereof  (including
without   limitation  damages  for  loss  of  profits,   business
interruption, and the like), whether such damages are foreseeable
or  unforeseeable,  even  if Pledgee  has  been  advised  of  the
possibility  of  such damages.  Neither Pledgee nor  any  Pledgee
Affiliate  shall  be  liable for any claims, demands,  losses  or
damages,  of  any  kind  whatsoever, made, claimed,  incurred  or
suffered  by Pledgor through the ordinary negligence of  Pledgee,
or   any  Pledgee  Affiliate.   "Pledgee  Affiliate"  shall  mean
Pledgee's  directors, officers, employees, agents, attorneys  and
any  other  person  or  entity affiliated  with  or  representing
Pledgee.

      (k)   This  Agreement represents the entire  agreement  and
understanding  of  the  parties  concerning  the  subject  matter
hereof,    and    supersedes   all   other   prior    agreements,
understandings,  negotiations  and discussions,  representations,
warranties,   commitments,  proposals,   offers   and   contracts
concerning the subject matter hereof, whether oral or written.

      (1)  All terms, conditions, promises, covenants, provisions
and  warranties shall inure to the benefit of and bind  Pledgee's
and Pledgor's respective representatives, successors and assigns.

      (m)   THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT  MADE
UNDER  AND  GOVERNED  BY  THE  INTERNAL  LAWS  OF  THE  STATE  OF
CALIFORNIA.

       (n)   THE  PLEDGOR  HEREBY  IRREVOCABLY  SUBMITS  TO   THE
JURISDICTION  OF  ANY CALIFORNIA STATE OR FEDERAL  COURT  IN  ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND  THE  PLEDGOR HEREBY IRREVOCABLY AGREES THAT  ALL  CLAIMS  IN
RESPECT  OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN  SUCH  CALIFORNIA STATE OR FEDERAL COURT.  THE PLEDGOR  HEREBY
IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY  DO
SO,  THE DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE  OF
SUCH ACTION OR PROCEEDING.

      (o)   The  Pledgor irrevocably consents to the  service  of
process out of any of the courts referenced in subsection (n)  of
Section  11, in any such action or proceeding by the  mailing  of
the  copies  thereof by certified mail, return receipt requested,
postage  prepaid,  to it at its address set  forth  herein,  such
service  to become effective upon the earlier of (i) the date  10
calendar  days  after  such  mailing or  (ii)  any  earlier  date
permitted  by applicable law.  Nothing in this Section  11  shall
affect the right of the Pledgee to bring proceedings against  the
Pledgor  in  the  courts of any other jurisdiction  or  to  serve
process in any other manner permitted by applicable law.

      (p)  THE PLEDGOR AND PLEDGEE HEREBY KNOWINGLY, VOLUNTARILY,
AND  INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A  TRIAL  BY
JURY  IN  RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING  OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF
CONDUCT,  COURSE  OF  DEALING,  STATEMENTS  (WHETHER  VERBAL   OR
WRITTEN),  OR ACTIONS OF THE PLEDGOR OR PLEDGEE.  THIS  PROVISION
IS  A  MATERIAL  INDUCEMENT FOR THE PLEDGEE  ENTERING  INTO  THIS
AGREEMENT  AND MAKING THE TERM LOAN TO THE PLEDGOR  EVIDENCED  BY
THE NOTE.

      (q)  Any notice required hereunder shall be in writing  and
addressed to Pledgor and to Pledgee at their addresses set  forth
at  the  beginning  of  this Agreement.   All  such  notices  and
communications shall be deemed to have been duly given:   at  the
time  delivered by hand, if personally delivered; when  received,
if  deposited in the mail, postage prepaid; when transmission  is
verified, if telecopied; and on the next business day, if  timely
delivered  to  an  air  courier guaranteeing overnight  delivery.
Where  this  Agreement provides for notice, such  notice  may  be
waived  in writing by the person entitled to receive such notice,
either  before or after the date on which the person entitled  to
receive  such  notice and either before or after the  event,  and
such waiver shall be the equivalent of such notice.

      (r)   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which taken together shall constitute  one
and the same instrument.

      (s)   This Agreement shall remain in full force and  effect
until  all  of  the Obligations have been indefeasibly  paid  and
performed  in  full  and  the  Note  and  all  other  agreements,
documents  and  instruments referred to therein or  at  any  time
executed  and/or  delivered in connection  therewith  or  related
thereto, including, but not limited to, this Agreement, have been
terminated,  at which time Pledgee shall release and  return  the
Pledged Stock then being held by it to Pledgor.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.

                              PURUS, INC.

                              By: /s/ Peter Friedli, Chief Executive officer

                              CASA SOLAZ, INC.

                              By: /s/ Donald Winstead, President