Unassociated Document


    Exhibit
10.5.2

    


    ADDENDUM
TO LIMITED PLEDGE OF COLLATERAL FOR LOAN

    


    Services Share Holdings, LLC, f/k/a
Diligent Board Member Services, LLC, a Delaware limited liability company
(“SSH LLC”), hereby
pledges to Diligent Board
Member Services, Inc., a Delaware corporation (“DBMS Inc.”), ten million, six hundred seven
thousand, five hundred (10,607,500) DBMS Inc. voting common shares, par
value US $0.001, owned by SSH LLC, including all dividends and distributions
payable with respect thereto (collectively, the “January 2009 Collateral”), as
additional collateral for DBMS Inc.’s loan to SSH LLC in a principal amount up
to six million, eight hundred thousand US dollars (US $6,800,000.00) evidenced
by that certain promissory note executed effective October 1, 2007 by SSH LLC
and having DBMS Inc. as holder and payee (the “Note”).

    


    RECITALS

    


    A.           SSH
LLC delivered to DBMS Inc. a Limited Pledge of Collateral for Loan (referred to
hereinafter as the “SSH
Pledge”) on or about February 18, 2008.  The SSH Pledge
effected a pledge to the Note of 13,500,000 DBMS Inc. common shares (referred to
in the SSH Pledge as “Additional Collateral”).

    


    B.           DBMS
Inc. has again requested additional security for the SSH LLC’s obligations under
the Note, and SSH LLC hereby accedes to such request.  This instrument
(the “Addendum”) amends the SSH Pledge and supersedes the SSH Pledge to the
limited extent that the Addendum is inconsistent with the SSH
Pledge.  Capitalized terms not defined herein have the same meaning as
in the SSH Pledge.

    


    C.           Effective
January 14, 2009, Corcoran Consulting, LLC (“Corcoran”) pledged 892,500 DBMS
Inc. common shares against the Note, all on terms and conditions set forth in
the Limited Pledge of Collateral for Loan delivered on that date by Corcoran to
DBMS Inc.  Corcoran’s pledge shall be described hereinafter as the
“Corcoran Pledge.”  The Corcoran Pledge set forth certain priorities
in favor of Corcoran with respect to the release shares from the Corcoran
Pledge, as against the release of Additional Collateral from the
Pledge.  SSH, LLC consented to such priorities.  The total
number of “Direct Pledged Shares” as defined in section 1 of the Corcoran Pledge
is 892,500 DBMS Inc. common shares, as no person other than Corcoran and SSH,
LLC has pledged DBMS Inc. shares against the Note.

    


    D.           As
of January 1, 2009, DBMS Inc. has the right to the return to its treasury of the
14,000,000 DBMS Inc. common shares (referred to in the Pledge as “Pledged
Stock”) pursuant to the Shareholder Restriction Deed.  Accordingly,
the Pledged Stock shall be returned to DBMS Inc.’s treasury in due course after
the giving of certain notices, so that the Pledged Stock shall no longer be
pledged against the Note.

    


    Accordingly,
incorporating the above preamble and recitals as a part of the pledge set forth
in this Addendum, and for good and valuable consideration to SSH LLC, SSH LLC
undertakes as follows.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Limited
      Pledge of Collateral for Loan

              	
                Page
      2 of 2

              


      

    

     

    TERMS
OF THIS ADDENDUM

    


    1.           SSH
LLC hereby pledges the January 2009 Collateral to DBMS Inc. as security for SSH
LLC’s obligations under the Note.  DBMS Inc. is hereby authorized to
file such financing statements in accordance with the Uniform Commercial Code as
DBMS Inc. deems necessary or desirable to perfect the security interest granted
hereby.

    


    2.           The
January 2009 Collateral shall be deemed added to the Additional Collateral as
set forth in the SSH Pledge.  The pledge set forth in this Addendum
shall be on the same terms and conditions as the pledge of Additional Collateral
set forth in the SSH Pledge, and the Additional Collateral as expanded to
include the January 2009 Collateral, and as reduced by the return of the Pledged
Stock to treasury, shall be administered as a single block of 25,000,000 DBMS
Inc. common shares under the SSH Pledge as amended by this
Addendum.

    


    3.           All
25,000,000 shares of Additional Collateral shall be subject to the priority
terms and conditions set forth in the Corcoran Pledge at section 2 and its
subsections.

    


    IN
WITNESS WHEREOF, SSH LLC has caused this pledge to be executed by its duly
authorized representative on this 14th day of
January, 2009.

     

     

    
      	 	      
              SERVICES
      SHARE HOLDINGS, LLC f/k/a

              Diligent
      Board Member Services, LLC

            	 
	 	 	 	 
	
               

            	
              By:
      

            	

	 
	 	 	Brian
      Henry, CEO and Co-manager