Legal Pledge Agreement

LEGAL PLEDGE AGREEMENT

This Legal Pledge Agreement (the "Agreement") is made as of by and between Pledgor Name: , an entity formed under the laws of , with principal address at (the "Pledgor"), and Secured Party Name: , an entity formed under the laws of , with principal address at (the "Secured Party").

RECITALS

WHEREAS, Pledgor is indebted to Secured Party under certain obligations described as:

WHEREAS, to secure the punctual payment and performance of all present and future obligations, liabilities and duties of the Pledgor to the Secured Party (the "Obligations"), Pledgor desires to grant and hereby grants to Secured Party a continuing pledge, security interest and lien in and to the collateral described below.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such pledge and the enforcement of the security interest.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement the following terms have the following meanings unless the context otherwise requires:

"Collateral" means all property, assets and rights described in Schedule A attached hereto and any additional property hereafter pledged to Secured Party to secure the Obligations. Describe Collateral (Schedule A):

"Default" shall have the meaning set forth in Section 6.

2. GRANT OF PLEDGE AND SECURITY INTEREST

2.1 Grant. Pledgor hereby pledges, assigns, transfers and delivers to Secured Party and grants to Secured Party a continuing security interest in and lien on all of Pledgor's right, title and interest in and to the Collateral, to secure the punctual payment and performance of the Obligations, whether now existing or arising in the future.

2.2 Scope. The pledge granted herein secures not only the present principal indebtedness in the amount of and interest thereon, but also all extensions, renewals and modifications of the Obligations and all costs, fees and expenses incurred by Secured Party in enforcing its rights hereunder.

3. PERFECTION; DELIVERY; FURTHER ASSURANCES

3.1 Perfection. Pledgor shall take all actions reasonably requested by Secured Party to perfect and protect the security interest created hereby, including without limitation, executing and delivering financing statements, control agreements, certificates, endorsements or assignments necessary to permit Secured Party to exercise dominion and control over any Collateral.

3.2 Delivery of Instruments. If the Collateral includes certificated instruments or certificated securities, Pledgor shall, upon Secured Party's request, deliver to Secured Party certificates representing such securities, duly endorsed in blank or accompanied by appropriate instruments of transfer.

4. REPRESENTATIONS AND WARRANTIES

Pledgor represents and warrants to Secured Party that: (a) Pledgor has full right, title and authority to pledge the Collateral free and clear of any lien, encumbrance or adverse claim except for those expressly permitted by Secured Party in writing; (b) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) no action pending or, to Pledgor's knowledge, threatened would materially impair Pledgor's right to pledge or transfer the Collateral.

5. COVENANTS

5.1 Maintenance of Rights. Pledgor shall maintain its rights in the Collateral and shall not sell, transfer, lease, assign or otherwise dispose of any portion of the Collateral except with the prior written consent of Secured Party.

5.2 Insurance; Taxes. Pledgor shall keep the Collateral insured against loss and damage and shall pay when due all taxes and assessments affecting the Collateral. Evidence of such insurance or payment shall be delivered to Secured Party upon request.

6. DEFAULT; ACCELERATION; REMEDIES

6.1 Events of Default. The following shall constitute an Event of Default: (a) Pledgor fails to pay any amount when due under the Obligations; (b) Pledgor breaches any covenant, representation or warranty contained in this Agreement and such breach is not cured within days after written notice; (c) Pledgor becomes insolvent, makes an assignment for the benefit of creditors, or a petition in bankruptcy or for reorganization is filed by or against Pledgor.

6.2 Remedies Upon Default. Upon the occurrence of an Event of Default, Secured Party may, at its election, declare all Obligations immediately due and payable and exercise all rights and remedies available at law or in equity, including without limitation taking possession of the Collateral, collecting accounts, receiving dividends and proceeds, and selling or otherwise disposing of the Collateral in a commercially reasonable manner. Secured Party may apply proceeds to the Obligations after deducting costs and expenses of collection and sale.

6.3 Application of Proceeds. Secured Party shall apply proceeds of disposition of Collateral in the following order: (a) expenses of removal, storage, sale and reasonable attorneys' fees; (b) interest and fees owing under the Obligations; (c) principal owing under the Obligations; and (d) any surplus to Pledgor or as otherwise required by law.

7. PRIORITY; SUBORDINATION

Unless otherwise agreed in writing, the lien and security interest granted hereby shall be a first-priority perfected security interest against the Collateral to the extent permitted by applicable law, subject only to liens permitted under this Agreement.

8. FEES AND EXPENSES

Pledgor shall be liable for and shall reimburse Secured Party on demand for all reasonable costs, expenses and attorneys' fees incurred by Secured Party in connection with the preparation, filing, perfection, enforcement or preservation of its security interest in the Collateral and the collection of amounts due under the Obligations.

9. NOTICES

Notices to Pledgor

Notices to Secured Party

All notices under this Agreement shall be in writing and shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice to the other.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action or proceeding arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral, relating to such subject matter. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Secured Party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. FURTHER ASSURANCES

At any time and from time to time after the date hereof, each party shall execute and deliver such further documents and instruments and shall take such further actions as may be reasonably required to carry out the purposes and intent of this Agreement and to perfect or preserve the security interest of Secured Party.

14. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. All references to "includes" or "including" shall be deemed to be followed by the words "without limitation" whether or not they are in fact followed by those words.

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