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Pledge Agreement

THIS AGREEMENT, made on [Date], by and between [Names], husband and wife, having an address at [Address] hereinafter referred to as the "Pledgor", and [Name] whose address is [Address] hereinafter referred to as the "Pledgee".

WHEREAS, the Pledgor is duly indebted to the Pledgee in the aggregate principal amount of [$------} evidenced by a promissory note of the Pledgor dated [Date], hereinafter referred to as the "Note"; and

WHEREAS, in order to induce the Pledgee to loan to the Pledgor the principal amount of the Note, the Pledgor has agreed to pledge all the following personal property as security for the prompt payment of the Note in accordance with its terms:

NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:

1. In consideration of the foregoing, the Pledgor herewith pledges, delivers and assigns to the Pledgee all of the above-listed property.

2. The Pledgor does hereby represent and warrant:

(a) That, except as pledged herein, the Pledgor has not sold, assigned, transferred, pledged, granted any security interest in or otherwise hypothecated the property listed above in any manner whatsoever and that such property is pledged herewith free and clear of any and all liens, encumbrances, pledges, restrictions, security interests and agreement; and

(b) That the Pledgor has the full power and authority to execute and deliver this pledge agreement and to pledge said property, that this agreement constitutes the valid and binding obligation of the Pledgor enforceable in accordance with its terms, and that the pledge of the property contained herein is not in violation of any agreement, undertaking or obligation of Pledgor.

3. The Pledqee shall hold the property as security for the payment of the Note and will not at any time dispose of or encumber the same except as herein provided.

4. Upon the occurrence of an Event of Default herein defined, the Pledgee is hereby granted all of the rights and remedies accorded a secured party under the Uniform Commercial Code and may, upon (--) days prior written notice to the Pledgor, sell, lease or otherwise dispose of the property pledged hereunder, at any time or from time to time, in whole or in part, at public or private sale, without advertisement or notice of sale, all of which are hereby waived, and apply the proceeds of any such sale:

(a) First to the expenses of holding, preparing the collateral for sale, in arranging for the sale, selling and the like, including without limitation reasonable attorney fees and legal expenses incurred by the Pledgee (including fees and expenses of any litigation incident to any of the foregoing);

(b) Second to the payment of the Note and all interest accrued thereon; and

(c) Shall pay any excess to the Pledgor. In the event that the proceeds of any such sale are not sufficient to pay the items listed in (a) and (b) above, then the Pledgor shall remain liable and shall pay the Pledgee any such deficiency. Any purchaser at any such sale (which term shall include the Pledgee in the case of a public sale) shall receive the property free and clear of all rights of redemption or other rights or claims of the Pledgor, all of which are hereby waived.

An Event of Default hereunder is defined as:

(a) The nonpayment of any installment due and owing on the Note when it has become due;

(b) The adjudication of the Pledgor as a bankrupt or insolvent, or entry of any order, remaining unstayed by appeal or otherwise for (--) days, appointing a receiver or trustee for the Pledgor or for all or any of the Pledgor's properties, or the filing by or against the Pledgor of a petition seeking any of the foregoing or consenting thereto, or the filing of a petition to take advantage of any debtors' act, or making a general assignment for the benefit of creditors or admitting in writing the inability to pay debts as they may mature.

5. No modification of this Agreement will be effective unless it is in writing and is signed by both parties. Time is of the essence of this contract. This Agreement binds and benefits both parties and any successors. This document, including any attachments, is the entire agreement between the parties.

6. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

7. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

8. Waiver Of Agreementual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

9. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

10. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,

(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and

(b) the word including means including without limitation.

11. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

12. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

13. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the [Pledgor]:
[name]
[street address]
[city, state, zip]

If to the [Pledgee]:
[name]
[street address]
[city, state, zip]

14. All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in any United States Post Office, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

15. Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until (--) days since the wrongful act or omission to act has passed.

16. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.

17. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.

18. Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.

19. Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.

20. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.

21. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

22. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

23. This agreement is made in and shall be governed by and construed in accordance with the laws of the State of [State].

24. This agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns.

IN WITNESS WHEREOF, the Pledgor, intending to be legally bound hereby has executed this agreement the day and year first above written.

________________________

Pledgor

________________________

p>Pledgee

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)