PLEDGE AGREEMENT

Exhibit 4.6

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT , made as of this __ day of July, 2009 (this “ Agreement ”), is between EVOLUTION RESOURCES, INC. , a Nevada corporation (the “ Pledgor ”), and HARBORVIEW MASTER FUND, L.P. , a British Virgin Islands limited partnership, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “ Pledgee ”).

WHEREAS:

A.

The Pledgor has executed and delivered to each of the Buyers those certain secured senior notes each made by the Pledgor and dated as of the date hereof in an original aggregate principal amount of $215,000 (such notes, together with any promissory notes or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, supplemented, restated or modified and in effect from time to time, the “ Notes ”).  The Notes were issued pursuant to a certain Securities Purchase Agreement dated as of July __, 2009 (as the same may be amended, restated, supplemented or otherwise modified, the “ Purchase Agreement ”), among the Pledgor and the entities listed on the Schedule of Buyers thereto (together with their respective successors and assigns, the “ Buyers ”), and pursuant to which the Buyers have made certain loans (“ Loans ”) to the Pledgor.

B.

The Pledgor legally and beneficially owns one hundred percent (100%) of the issued and outstanding shares of capital stock or other equity interests of each of (i) Evolution Resources, Inc., a Delaware corporation (“ ER Sub ”), and (ii) Liquafaction Corporation, a Washington corporation (“ Liquafaction ” and  together with ER Sub and each other corporation or other entity, the capital stock or other equity interests and securities of which are owned or acquired by the Pledgor and described on an addendum hereto from time to time executed by the Pledgor in form and substance satisfactory to the Pledgee, is referred to herein as a “ Pledge Entity ” and collectively as the “ Pledge Entities ”).

C.

Pursuant to a Security Agreement of even date herewith by and among the Pledgor, the other entities party thereto as “Debtors” and the Pledgee (as the same may be amended, restated, modified or supplement and in effect from time to time, the “ Security Agreement ”), the Pledgor has granted the Pledgee, for its benefit and the benefit of the Buyers, a first priority security interest in, lien upon and pledge of its rights in the Collateral (as defined in the Security Agreement).

D.

To induce the Buyers to make the Loans, and in order to secure the payment and performance by the Pledgor of the Liabilities (as defined in the Security Agreement), the Pledgor has agreed to pledge to the Pledgee all of the capital stock and other equity interests and securities of the Pledge Entities now or hereafter owned or acquired by the Pledgor.

NOW, THEREFORE , in consideration of the premises and in order to induce the Buyers to purchase the Notes under the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Pledgee as follows:

1.

Defined Terms .  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Purchase Agreement.  

2.

Pledge . The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest in (i) all of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by the Pledgor (collectively, the “ Pledged Shares ”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, the Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of the Pledgor, as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of the Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i) , (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “ Pledged 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 Liabili­ties.  All of the Pledged Shares now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by the Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith.  Upon the creation or acquisition of any new Pledged Shares, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “ Pledge Addendum ”).  Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto.  The Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

3.

Representations and Warranties of the Pledgor . The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:

(a)

Exhibit A sets forth (i) the authorized capital stock or other equity interests of each Pledge Entity, (ii) the number of shares of capital stock or other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock or other equity interests of each Pledge Entity held by the Pledgor.  The Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;

(b)

except as set forth on Exhibit A , there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;

(c)

this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;

(d)

the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the holders thereof are not entitled to any preemptive first refusal or similar rights;

2

(e)

except as set forth on Exhibit A , the Pledged Shares constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;

(f)

the issuers of the Pledged Shares set forth on Exhibit A hereto are the Pledgor’s only Subsidiaries existing on the date hereof;

(g)

no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;

(h)

the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which purports to be binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement;

(i)

the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares or any other Pledged Collateral.  The Pledgor covenants and agrees that it will defend, for the benefit of the Pledgee, the Pledgee’s right, title and security interest in and to the Pledged Shares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities;

(j)

each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) are “securities” governed by Article 8 of the UCC.  Certificates evidencing such membership interests or partnership interests (if any) have been issued to the Pledgor by the applicable Person.  The Pledgor will not cause and will not permit any Pledged Entity to “opt-out” of Article 8 of the UCC.  The Pledgor will not take, and will not permit any Pledged Entity to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity (if any) to cease to be classified as “securities” governed by Article 8 of the UCC; and

(k)

neither the Pledgor nor the Pledged Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed.

3

Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

4.

Dividends, Distributions, Etc.   If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares or otherwise, the Pledgor agrees, in each case, to accept the same as the Pledgee’s agent and to hold the same in trust for the Pledgee, and to deliver the same promptly (but in any event within three days) to the Pledgee in the exact form received, with the endorsement of the Pledgor when necessary and/or with appropriate undated assignments separate from certificates or stock powers duly executed in blank, to be held by the Pledgee subject to the terms hereof, as additional Pledged Collateral.  The Pledgor shall promptly deliver to the Pledgee (i) a Pledge Addendum with respect to such additional certificates, and (ii) any financing statements or amendments to financing statements as requested by the Pledgee. Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to this Agreement.  In case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Pledgee to be held by it as additional Pledged Collateral.  Except as provided in Section 5(b) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by the Pledgor shall, until paid or delivered to the Pledgee, be held by the Pledgor in trust as additional Pledged Collateral.

5.

Voting Rights; Dividends; Certificates .

(a)

So long as no Event of Default (as defined in the Notes) has occurred and is continuing, the Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below) to exercise its voting and other consensual rights with respect to the Pledged Shares and otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement or the Purchase Agreement and the other Transaction Documents.  The Pledgor hereby grants to the Pledgee or its nominee, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of the Pledgee, upon the occurrence and during the continuance of an Event of Default.   Upon the request of the Pledgee at any time, the Pledgor agrees to deliver to the Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as the Pledgee may request.

(b)

So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive cash dividends or other distributions made in respect of the Pledged Shares, to the extent permitted to be made pursuant to the terms of the Notes.  Upon the occurrence and during the continuance of an Event of Default, in the event that the Pledgor, as record and beneficial owner of the Pledged Shares, shall have received or shall have become

4

entitled to receive, any cash dividends or other distributions in the ordinary course, the Pledgor shall deliver to the Pledgee, and the Pledgee shall be entitled to receive and retain, for the benefit of the Pledgee and the Buyers, all such cash or other distributions as additional security for the Liabilities.

(c)

Subject to any sale or other disposition by the Pledgee of the Pledged Shares, any other Pledged Collateral or other property pursuant to this Agreement, upon the indefeasible full payment in cash, satisfaction and termination of all of the Liabilities and the termination of this Agreement pursuant to Section 11 hereof and of the liens and security interests hereby granted, the Pledged Shares, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall be returned to the Pledgor or to such other persons or entities as shall be legally entitled thereto.

(d)

The Pledgor shall cause all the Pledged Shares to be certificated at all times while this Agreement is in effect.

6.

Rights of the Pledgee .  The Pledgee shall not be liable for failure to collect or realize upon the Liabilities or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Pledgee be under any obligation to take any action whatsoever with regard thereto.  Any or all of the Pledged Shares held by the Pledgee hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Pledgee or its nominee, and the Pledgee or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Pledgee of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Pledgee may reasonably determine, all without liability except to account for property actually received by the Pledgee, but the Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

7.

Remedies .   Upon the occurrence and during the conti