PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT is made as of March 3, 2008, as amended and supplemented April 24, 2008, as subsequently amended and supplemented June 30, 2008, and as subsequently amended and supplemented August 20, 2008, by and between Xedar Corporation , a Colorado corporation (hereinafter "Pledgor"), and Hugh H. Williamson, III (hereinafter "Pledgee").

1.            Background . As of this date, Pledgee has loaned Pledgor up to Two Million Three Hundred Fifty Thousand Dollars and No Cents ($2,350,000.00) pursuant to the terms of a Second Amended and Restated Secured Subordinated Promissory Note (the “Note”) issued to Pledgee.  Therefore, the parties enter into this Agreement.

2.            Pledge . Pledgor hereby grants a security interest to Pledgee in the following "Collateral":  All present and future property of Pledgor wherever located and however described (including, without limitation, any and all present and future goods, whether constituting inventory, equipment, farm products or consumer goods (and whether or not constituting a fixture) and any and all present and future instruments, money, documents, chattel paper, accounts, contract rights, and general intangibles), together, in each case, with all proceeds and products thereof.  Pledgee acknowledges and agrees that the security interest granted hereby is and shall be subordinate in every respect to the security interest(s) of KeyBank National Association ("KeyBank") in and to the Collateral under those certain Commercial Security Agreements dated June 7, 2007 and September 28, 2007.

3.            Rights to Collateral . During the term of this pledge, and for so lo