SUBORDINATION AGREEMENT
                           TO SECURED DEBT








     FOR VALUE RECEIVED, the undersigned having or acquiring a
security interest in the following collateral of _, [Debtor],
hereby agrees that said security interest shall be subordinate
to security interest or lien of _, dated _, 19_, in the
following collateral of the security agreement: [Describe]


_




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








                                   ____________________________








Assented to:








________________________________
Debtor