PLEDGE OF PERSONAL PROPERTY






     FOR VALUE RECEIVED, the undersigned hereby deposits and
pledges with _, [Pledgee] as collateral security to secure the
payment of: [Describe debt]


_


     The following personal property [collateral] described as:


_


     It is understood and agreed that:
     1. Pledgee may assign or transfer said debt and the
        pledged collateral hereunder.
     2. Pledgee shall have no liability for loss, destruction
        or casualty to the collateral unless caused by his own
        negligence.
     3. The undersigned shall pay any and all insurance it
        elects to maintain on the pledged collateral and any
        personal property, excise or other tax or levy.
     4. The undersigned warrants that it has good title to the
        pledged collateral, authority to pledge same and that
        it is free of any adverse lien, encumbrance or claim.
     5. In the event of default of payment of the debt or
        breach of this pledge agreement, the Pledgee or holder
        shall have full rights to foreclose on the pledged
        collateral and exercise its rights as a secured party
        pursuant to Article 9 of the Uniform Commercial Code;
        said rights being cumulative with any other rights the
        Pledgee may have against the undersigned.


    Signed under seal this _ day of _, 19_.








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