PLEDGE OF SHARES OF STOCK






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


_


     The following shares of stock, described as [_] shares of
stock of _ [Corporation] being stock certificate no. _.
     It is understood and agreed:
     1. Pledgee may assign or transfer said debt and the stock
        collateral pledged hereunder.
     2. In the event there shall be stock dividend or further
        issue of stock in the Corporation to the undersigned,
        the undersigned shall pledge said shares as additional
        collateral for the debt.
     3. That during the pendency of this pledge agreement, the
        undersigned shall have full rights to vote said shares
        and be entitled to all dividend income.
     4. That during the pendency of this agreement, the
        undersigned shall not issue any proxy or assignment of
        rights to the pledged shares.
     5. The undersigned warrants and represents it has good
        title to the shares being pledged, they are free from
        other liens and encumbrances, and the undersigned has
        full authority to transfer said shares as collateral
        security.
     6. 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
        shares and excercise 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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