Common use of PLEDGE AMENDMENT Clause in Contracts

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March ____, 2006, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(S) APRECIA INC. By: _____________________________________

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _December ___, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INCXXXXXX MANUFACTURING CORP. 1,000 Common 1 XXXXXX PRODUCTS IP HOLDINGS CORP. 100 Common 1 XXXXXX PRODUCTS CORP. By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security and Pledge Agreement, dated March _February ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security and Pledge Agreement and shall secure all of the Obligations referred to in such Security and Pledge Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INNOVATIVE FOOD HOLDINGS, INC. By: _____________________________________Name: Title:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _September ___, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA CHONGQINK QIANBAO TECHNOLOGY LTD. PAY88, INC. By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _September ___, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA CHONGQING QILUO TEXTILE CO., LTD. XXXXX PLEASE FILL IN XXXXXXXX XXXXXX ENTERPRISES INC. By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _May ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INC. By: _____________________________________QUEST OIL CORPORATION

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _April ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INC. ENERGY & ENGINE TECHNOLOGY CORPORATION By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _November ___, 2006, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent Lender and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INC. DMEC Acquisition Inc. Jewel Products International, Inc. DIAMOND ENTERTAINMENT CORPORATION By: _____________________________________

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _February ___, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA THE MEDICAL EXCHANGE INC. By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security and Pledge Agreement, dated March _May ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security and Pledge Agreement and shall secure all of the Obligations referred to in such Security and Pledge Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INC. By: __________________________________ By: _____________________________ Name:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _April ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA INC. By: _____________________________________Name: Title:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March _April ___, 2006, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares securities or other instruments listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(S) APRECIA MOBILIER INC. By: _____________________________________:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March ____December 5, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA NV ENTERTAINMENT, INC. RIM SEMICONDUCTOR COMPANY By: _____________________________________

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March __July __, 20062008, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(S) APRECIA Subsidiary Shares Issued % Owned Xxxxx.xxx, Inc. 500 100 % BOOMJ, INC. By: _____________________________________Security Agreement

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security and Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security and Pledge Agreement, dated March _February ___, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security and Pledge Agreement and shall secure all of the Obligations referred to in such Security and Pledge Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA FOOD INNOVATIONS, INC. By: _____________________________________Name: Title:

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 3.2(B)(i) of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March ____31, 20062005, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares of the subsidiaries listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Subsidiary Number of Shares Class Certificate Number(s) APRECIA HYBRID FUEL SYSTEMS, INC. By: _____________________________________

PLEDGE AMENDMENT. This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section 4.3 of the Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Security Agreement, dated March June ____, 20062007, as it may heretofore have been or hereafter may be amended, restated, supplemented or otherwise modified from time to time and that the shares listed on this Pledge Amendment shall be hereby pledged and assigned to Collateral Agent and become part of the Collateral referred to in such Security Agreement and shall secure all of the Obligations referred to in such Security Agreement. NAME OF ISSUER JURISDICTION OF INCORPORATION PERCENT OWNED BY PARENT NUMBER OF SHARES CLASS CERTIFICATE NUMBER(SName of Issuer Number of Shares Class Certificate Number(s) APRECIA HI-TECH WEALTH INC. By: _____________________________________