PLEDGE AGREEMENT


THIS PLEDGE AGREEMENT,
dated March 4, 2014, by and between ACOLOGY, INC. (formerly PINECREST INVESTMENTS GROUP, INC.), a Florida
corporation (the “Pledgor”), and RICHARD S. ASTROM (the “Secured Party”),


W I T N E S S E T H:


WHEREAS, the
Pledgor is indebted to the Secured Party under that certain Convertible Promissory Note in the principal amount of $400,000.00,
of even date herewith (as the same may be amended, supplemented, waived or otherwise modified from time to time, the “Convertible
Promissory Note”), made by the Pledgor in favor of the Secured Party; and


WHEREAS,
the parties have agreed that the Convertible Promissory Note is to be secured by this Pledge Agreement; and;


WHEREAS, the
Pledgor is the legal and beneficial owner of the Units (as hereinafter defined) that are pledged hereunder; and


WHEREAS, the
Pledgor has executed and delivered this Agreement in satisfaction of the condition precedent set forth in Section 5.3(l) of that
certain Agreement and Plan of Merger, dated
as of December 24, 2013 (the “Merger Agreement”), entered into by and among Pledgor, PNCR,
ACQUISITION, LLC, a California limited liability company and the wholly-owned subsidiary of Pledgor (“PALLC”),
and D&C DISTRIBUTORS, LLC, a California limited liability company (“D&C”).


NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which the Pledgor hereby
acknowledges, the Pledgor hereby agrees with the Secured Party as follows:


1.Defined Terms.


(a)               
Unless otherwise defined herein, terms defined in the Convertible Promissory Note are used
herein as defined therein.


(b)              
The following terms shall have the following meanings:


“Additional Units”:
as defined in Section 5(a).


“Agreement”:
this Pledge Agreement, as the same may be amended, supplemented, waived or otherwise modified from time to time.


“Applicable
Law”: all laws, rules and regulations applicable to the Person, conduct, transaction or covenant in question, including
all applicable common law and equitable principles; all provisions of all applicable state, federal and foreign constitutions,
statutes, rules, regulations and orders of governmental bodies; and all orders, judgments and decrees of all courts and arbitrators.


“Code”:
the Uniform Commercial Code (or any successor statute) as adopted and in force in the State of Florida or, when the laws of any
other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the
Uniform Commercial Code (or any successor statute) of such state.


“Collateral”:
all of Pledgor’s right, title and interest in and to the Units and all Proceeds thereof.




    	 



    	 



    

“Equity
Interest”: the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership
(whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having
any other form of equity security or ownership interest.


“Issuer”:
PALLC and, after consummation of the merger of the Issuer into D&C pursuant to the Merger Agreement the Surviving Entity.


“Lien”:
any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on common law, statute or contract. The term “Lien” shall also include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purpose of this Agreement, each Person shall be deemed to be the owner of any Property which it has
acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been
retained by or vested in another Person for security purposes. In no event shall the term “Lien” be deemed to include
any license of Intellectual Property unless such license contains a grant of a security interest in such Intellectual Property.


“Material
Adverse Effect”: the effect of any event or condition which, alone or when taken together with other events or conditions
occurring or existing concurrently therewith, (i) has a material adverse effect upon the business, operations, Properties or condition
(financial or otherwise) of the Pledgor; (ii) has or may be reasonably expected to have any material adverse effect whatsoever
upon the validity or enforceability of this Agreement or the Convertible Promissory Note; (iii) has any material adverse effect
upon the value of the whole or any material part of the Collateral, the Lien under this Agreement or the priority of any such Liens;
(iv) materially impairs the ability of the Pledgor to perform its Convertible Promissory Note under this Agreement or the Convertible
Promissory Note, including repayment of any of the Convertible Promissory Note when due; or (v) materially impairs the ability
of the Secured Party to enforce or collect the Convertible Promissory Note or realize upon the Collateral in accordance with the
this Agreement, the Convertible Promissory Note and Applicable Law.


“Merger”
means the merger of PALLC with and into D&C pursuant to the Merger Agreement.


“Operating
Agreement” means the Operating Agreement, dated December 17, of PALLC, which, under the provisions of the Merger
Agreement, will become the operating agreement of the Surviving Entity.


“Person”:
an individual, partnership, corporation, limited liability company, limited liability partnership, joint stock company, land trust,
business trust, or unincorporated organization, or a government or agency or political subdivision thereof.


“Property”:
any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


“Proceeds”:
all “proceeds,” as such term is defined in Section 679.1021(1)(lll) of the Uniform Commercial Code of Florida, and,
which in any event shall include, without




    	 



    	 



    

limitation, all dividends or other
income from the Units, collections thereon or distributions with respect thereto.


“Securities Act”:
the Securities Act of 1933, as amended.


“Surviving Entity”
means the entity surviving in the merger of PALLC with and into D&C pursuant to the Merger Agreement.


“Units”:
10,000 LLC Units of the Issuer heretofore issued to the Pledgor in certificated form, together with all certificates, options or
similar rights of any nature whatsoever or any investment property (as defined in the Code) in the Issuer, in each case that may
be issued to or held by the Pledgor while this Agreement is in effect, including Additional Units.


(c)                 
The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement and section and paragraph references are to this Agreement unless otherwise specified.


(d)              
The meanings given to terms defined herein shall be equally applicable to both the singular
and plural forms of such terms.


2.                 
Pledge; Grant of Security Interest. The Pledgor hereby pledges to the Secured
Party a security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the obligations of the Pledgor under the Convertible Promissory
Note, and hereby agrees that it will deliver or cause to be delivered to the Secured Party, all certificates representing the Units
simultaneously with the execution and delivery of this Agreement and will deliver or cause to be delivered to the Secured Party
certificates representing all Additional Units forthwith upon their delivery to Pledgor.


3.                 
Instruments of Transfer. Concurrently with the delivery to the Secured Party
of each certificate representing any Units or Additional Units pursuant to paragraph 2 above, the Pledgor shall deliver an instrument
of transfer containing the information prescribed by Section 13.2 of the Operating Agreement undated stock power or other instrument
of transfer covering such certificate, duly signed by Pledgor with such signature guaranteed as prescribed by said Section 13.2.


4.                 
Representations and Warranties. The Pledgor represents and warrants that:


(a)            
The Units constitute all of the issued and outstanding Equity Interest of the Issuer on the
date hereof.


(b)            
The Units have been (or, with respect to Additional Units, when pledged to the Secured Party,
will be) duly and validly issued and are (or, with respect to Additional Units, when pledged to the Secured Party, will be) fully
paid and nonassessable.


(c)            
The Pledgor is (or, with respect to Additional Units, when pledged to the Secured Party, will
be) the record and beneficial owner of, and has (or, with respect to Additional Units, when pledged to the Secured Party will have)
good and marketable title to, the Units, free of any and all Liens or options in favor of, or material adverse claims




    	 



    	 



    

on any of the Units by, any other
Person, except the security interest created by this Agreement and Liens arising by operation of law.


(d)           
There is no restriction under the Operating Agreement or any contract upon the voting rights
or upon the transfer of any of the Collateral for which the consent from the applicable party has not been obtained previously.


(e)            
The Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer
the Collateral without the consent of any other party that has not been obtained previously and free of any Liens (other than Liens,
if any, permitted under the Convertible Promissory Note), and without any restriction under the certificate of incorporation and
by-laws of the Pledgor or Operating Agreement or any agreement among the Pledgor’s or the Issuer’s equity holders.


(f)             
This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes
the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any
implied covenant of good faith and fair dealing.


(g)            
The execution, delivery and performance by the Pledgor of this Agreement and the exercise
by the Secured Party of its rights and remedies hereunder do not and will not result in the violation of (i) the certificate of
incorporation or by-laws of the Pledgor, (ii) any agreement, indenture or instrument by which the Pledgor or the Issuer is
bound to the extent that any such violation could reasonably be expected to have a Material Adverse Effect or (iii) Applicable
Law to which the Pledgor or the Issuer is subject (except that the Pledgor makes no representation or warranty respecting Secured
Party’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities).


(h)            
The Units are not now held or maintained in the form of a securities entitlement or credited
to any securities account.


(i)              
The Units are now represented by one or more certificates.


(j) Upon delivery
to the Secured Party of the certificate or certificates representing the Units and the Additional Units, the security interest
created by this Agreement, assuming the continuing possession of said certificate or certificates representing the Units and the
Additional Units by the Secured Party, will constitute a valid and perfected first priority security interest in the Collateral
to the extent provided in the Code, enforceable in accordance with its terms against all creditors of the Pledgor and any Persons
purporting to purchase any Collateral from the Pledgor, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; provided, however, that
the above representation and warranty does not apply to any Lien arising by operation of law and entitled to a priority over the
security interest created by this Agreement.




    	 



    	 



    

5. Covenants.
The Pledgor covenants and agrees with the Secured Party that, from and after the date of this Agreement and thereafter until payment
in full of the Convertible Promissory Note:


(a)            
If the Pledgor shall, as a result of its ownership of the Units, become entitled to receive
or shall receive any certificate (including, without limitation, any certificate representing a dividend payable in the form of
an Equity Interest or a distribution in connection with any reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or similar rights, whether in addition to, in substitution of, as a conversion
of, or in exchange for any Units, or otherwise in respect thereof (collectively, the “Additional Units”),
the Pledgor shall accept the same as the agent of the Secured Party, hold the same in trust for the Secured Party and deliver the
same forthwith to the Secured Party in the exact form received, duly indorsed by the Pledgor to the Secured Party, together with
an undated stock power covering such certificate duly executed in blank by the Pledgor and with the signature guaranteed by a so-called
“Medallion Guarantee”, to be held by the Secured Party, subject to the terms hereof, as additional collateral security
for the Convertible Promissory Note. Any sums paid upon or in respect of the Units upon the liquidation or dissolution of the Issuer
shall be paid over to the Secured Party to be held by it hereunder as additional collateral security for the Convertible Promissory
Note, and in case any Property shall be distributed upon or with respect to the Units pursuant to the recapitalization or reclassification
of the capital of the Issuer or pursuant to the reorganization thereof, the Property so distributed shall be delivered to the Secured
Party to be held by it hereunder as additional collateral security for the Convertible Promissory Note. If any such sums of money
or property so paid or distributed in respect of the Units shall be received by the Pledgor, the Pledgor shall, until such money
or property is paid or delivered to the Secured Party, hold such money or property in trust for the Secured Party, segregated from
other funds of the Pledgor, as additional collateral security for the Convertible Promissory Note. Without limitation, the term
“Additional Units” shall include the units of D&C into which the Units shall be converted upon and by virtue of
the consummation of the merger contemplated by the Merger Agreement (the “Merger Units”).


(b)              
Without the prior written consent of the Secured Party, the Pledgor will not (i) vote to enable,
or take any other action to permit, the Issuer to issue any Equity Interests of any nature or to issue any other securities convertible
into or granting the right to purchase or exchange for any Equity Interests of any nature of the Issuer, to any Person other than
the Pledgor, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or
create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person with respect to, any
of the Collateral, or any interest therein, except for the security interest created by this Agreement and Liens arising by operation
of law or (ii) permit the Issuer to amend the Operating Agreement.


(c) The Pledgor
shall defend the security interest created by this Agreement as a perfected security interest against claims and demands of all
Persons whomsoever. At any time and from time to time, upon the written request of the Secured Party, and at the sole expense of
the Pledgor, the Pledgor will promptly and duly execute and deliver such




    	 



    	 



    

further instruments and documents
and take such further actions as the Secured Party may reasonably request for the purposes of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted. In the event that an Event of Default has occurred and
is continuing, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any instrument
(including any promissory note) or chattel paper (in each case as defined in the Code), such instrument or chattel paper shall
be immediately delivered to the Secured Party, duly endorsed in a manner satisfactory to the Secured Party, to be held as Collateral
pursuant to this Agreement. Prior to such delivery, the Pledgor shall hold all such instruments and chattel paper in trust for
the Secured Party and shall not commingle any of the foregoing with any assets of the Pledgor.


(d) The Pledgor
shall pay, and save the Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by this Agreement.


(e) The Pledgor
will cause the Surviving Entity, as that term is defined in the Merger Agreement, to deliver the certificate representing the Merger
Units directly to the Secured Party, against Secured Party’s surrender of the certificate representing the Units to the Surviving
Entity.


(f) The Pledgor
will cause the Surviving Entity to comply with instructions originated by Richard S. Astrom or his assignee with respect to any
of the Collateral that may now or hereafter consist of uncertificated securities within the meaning of Section 678.1021(1)(r) of
the Uniform Commercial Code of the State of Florida.


6.     
Cash Dividends; Voting Rights. Unless an Event of Default shall have occurred
and be continuing and the Secured Party shall have given notice to the Pledgor of the Secured Party’s intent to exercise
its corresponding rights pursuant to paragraph 7 below, the Pledgor shall be permitted to receive all cash dividends paid or made
in respect of the Units and to exercise, subject to its covenants herein and the provisions of the Operating Agreement, all voting
and other rights with respect to the Units; provided, however, that no vote shall be cast or right be exercised or other action
taken which would materially impair the Collateral or result in any violation of any covenant or other provision of the Convertible
Promissory Note or this Agreement.


7.     
Rights of the Secured Party. If an Event of Default shall occur and be continuing
and the Secured Party shall give notice to the Pledgor of its intent to exercise such rights, (i) the Secured Party shall have
the right to receive any and all cash dividends paid in respect of the Units and make application thereof to the Convertible Promissory
Note in such order as the Secured Party may determine and (ii) the Secured Party shall have the right to cause all of the
Units to be registered in the name of the Secured Party or its nominee, and the Secured Party or its nominee may thereafter exercise
(x) all voting and other rights pertaining to such Units at any meeting of Equity Holders of the Issuer or otherwise and (y) any
and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Units as if
it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Units
upon the merger, consolidation,




    	 



    	 



    

reorganization, recapitalization
or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Secured Party of any right,
privilege or option pertaining to such Units, and in connection therewith, the right to deposit and deliver any and all of the
Units with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the
Secured Party may determine), all without liability (other than for its gross negligence or willful misconduct) except to account
for Property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Secured Party shall not
exercise any voting or other consensual rights pertaining to the Units in any way that would constitute an exercise of the remedies
described in paragraph 8 other than in accordance with such paragraph.


8.     
Remedies. If an Event of Default shall occur and be continuing, the Secured
Party may exercise all rights and remedies of a secured party under the Code, and, to the extent permitted by law, all other rights
and remedies granted in this Agreement and the Convertible Promissory Note. Without limiting the generality of the foregoing, the
Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon the Pledgor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances, to the extent permitted by law, forthwith collect, receive,
appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to
purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at such place and upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured
Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity the Pledgor hereby waives and/or
releases. The Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred
in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Secured Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements of
counsel to the Secured Party, to the payment in whole or in part of the Convertible Promissory Note, in such order as the Secured
Party may elect, and only after such application and after the payment by the Secured Party of any other amount required by any
provision of law, including, without limitation, Section 671.615(a) the Uniform Commercial Code of the State of Florida, need the
Secured Party account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all
claims, damages and demands it may acquire against the Secured Party arising out of the repossession, retention or sale of the
Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any
of them. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other disposition. The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Convertible Promissory Note
and the fees and disbursements of any attorneys employed by the Secured




    	 



    	 



    

Party to collect such deficiency.
Pledgor acknowledges that in the event that if it were to contravene any of its covenants set forth in Section 5, Secured Party
would be irreparably harmed and would have no adequate remedy at law.


9.                 
Registration Rights; Private Sales.


(a) If the
Secured Party shall determine to exercise its right to sell any or all of the Collateral which shall be Units or Additional Units
pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Secured Party it is necessary or reasonably advisable to
have the Units or Additional Units, or the portion thereof to be sold, registered under the Securities Act, the Pledgor will use
its best efforts to cause the Issuer (i) to execute and deliver, and cause the directors and officers of the Issuer to execute
and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion
of the Secured Party, necessary or reasonably advisable to register the Units or Additional Units to be sold, or that portion thereof
to be sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating
thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering
of the Units or Additional Units, or the portion thereof to be sold, ending when all such Units are sold, and (iii) to make all
amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Secured Party, are necessary or reasonably
advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the United States Securities
and Exchange Commission applicable thereto. If the Secured Party shall determine to exercise its right to sell any or all of the
Units or Additional Units pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Secured Party it is necessary
or reasonably advisable to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction, the
Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or “Blue
Sky” laws of any and all jurisdictions which the Secured Party shall reasonably designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section
11(a) of the Securities Act.


(b)              
The Pledgor recognizes that the Secured Party may be unable to effect a public sale of any
or all the Units or Additional Units, by reason of certain prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which
will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and
other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private
sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay
a sale of any of the Units or Additional Units for the period of time necessary to permit the Issuer to register such securities
for public sale under the Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so.


(c)               
Pledgor further agrees to use its best efforts to do or cause to be done all such other acts
as may be necessary to make such sale or sales of all or any portion of the




    	 



    	 



    

Units or Additional Units pursuant
to this paragraph 9 valid and binding and in compliance with any and all other applicable requirements of law. The Pledgor further
agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Secured Party,
that the Secured Party have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against the Pledgor, and, to the extent permitted by law, the Pledgor
hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants, except for the
defense that no Event of Default has occurred and is continuing under the Convertible Promissory Note.


10.      
Irrevocable Authorization; Instruction to Issuer; Financing Statement. The Pledgor
hereby authorizes and instructs the Issuer to comply with any instruction received by it from the Secured Party in writing that
(a) states that an Event of Default has occurred and is continuing and (b) is otherwise in accordance with the terms of this Agreement,
without any other or further instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be fully protected in
so complying. Furthermore, in the event that any portion of the Collateral may now or hereafter consist of uncertificated securities
within the meaning of Section 678.1021(1)(r) of the Uniform Commercial Code of the State of Florida:


		(i)	the Pledgor irrevocably authorizes and instructs the Issuer to comply with any instruction received
by it from the Secured Party with respect to such Collateral without any other or further instructions from or consent of the Pledgor,
and the Pledgor agrees that the Issuer shall be fully protected in so complying; provided, however, that the Secured Party agrees
that it will not issue or deliver any instructions to the Issuer except after the occurrence and during the continuation of an
Event of Default; and



		(ii)	the Pledgor agrees to execute and deliver to Secured Party one or more financing statements (as
that term is defined in the Code) in the form or forms prescribed by the Secured Party covering the portion of the Collateral that
shall consist of such uncertificated securities, in order to perfect the security interest therein of the Secured Party under this
Agreement, but nothing in this subsection (ii) shall affect the rights of the Secured Party under Section 13.



11.             
Secured Party’s Appointment as Attorney-in-Fact.


(a)            
The Pledgor hereby irrevocably constitutes and appoints the Secured Party, and if the Secured
Party be a corporation, any officer or Secured Party, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in the Secured
Party’s own name, from time to time in the Secured Party’s discretion, in the event that an Event of Default has occurred
and is continuing, and to the extent permitted by law, to take any and all appropriate action and to execute any and all documents
and instruments which may be necessary or reasonably desirable to accomplish the purposes of this Agreement, including, without
limitation, any financing statements, endorsements, assignments or other instruments of transfer.


(b)              
The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done
pursuant to the power of attorney granted in this paragraph 11. All




    	 



    	 



    

powers, authorizations and agencies
contained in this Agreement with respect to the Collateral are powers coupled with an interest and are irrevocable until payment
in full of the Convertible Promissory Note.


12.             
Duty of Secured Party. The Secured Party’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section 671.2071 of the Uniform Commercial
Code of the State of Florida or otherwise, shall be to deal with it in the same manner as the Secured Party deals with similar
securities and property for its own account. Neither the Secured Party nor, if the Secured Party be a corporation, any of its directors,
officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay
in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or
any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.


13.      
Authorization to File Financing Statements, Etc. Subject to any applicable law,
the Pledgor authorizes the Secured Party to file or record financing statements and other filing or recording documents or instruments
with respect to the Collateral without the further signature or consent of the Pledgor in such form and in such offices as the
Secured Party determines appropriate to perfect the security interest of the Secured Party under this Agreement.


14.      
Notices. All notices, requests and demands under this Agreement shall be given,
and shall be deemed effective, in accordance with the provisions of the Convertible Promissory Note. The Secured Party and the
Pledgor may change its address for notices by notice in the manner provided in the Convertible Promissory Note.


15.             
Release of Collateral and Termination. At such time as the Convertible Promissory
Note has been paid in full, the Collateral shall be released from the Lien created hereby, and this Agreement shall terminate,
all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to
the Pledgor. Upon request of the Pledgor following any such termination, the Secured Party shall deliver (at the sole cost and
expense of the Pledgor) to the Pledgor any Collateral held by the Secured Party hereunder, and execute and deliver (at the sole
cost and expense of the Pledgor) to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.


16.             
Severability. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


17.             
Amendments in Writing; No Waiver; Cumulative Remedies.


(a) None
of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument
executed by the Pledgor and the Secured Party.


(b)     
The Secured Party shall not by any act (except by a written instrument signed by Secured Party),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on
the part of the Secured Party, any right, power or privilege




    	 



    	 



    

hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy which the Secured Party would otherwise have on any
future occasion.


(c)               
The rights and remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.


18. Section
Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or to be taken into consideration in the interpretation hereof.


19.             
Successors and Assigns. This Agreement shall be binding upon the successors
and assigns of the Pledgor and shall inure to the benefit of the Secured Party and its successors and assigns. 


20.             
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). Each of the Parties
hereby: 


		a.	irrevocably consents and submit to the jurisdiction of the Courts of the State of Florida and waives
any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Agreement,
in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any
dispute arising out of the relationship between the Parties or their conduct in connection with this Agreement or otherwise shall
be heard only in the courts described above; and



		b.	WAIVES TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.



IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written.


ACOLOGY, INC./s/
Richard S. AstromRichard S. Astrom


By:/s/ Richard S. Astrom


Richard S. Astrom


Chief Executive
Officer