Fill and Sign the This Agreement Made and Entered into This the Day of 2000 Form

-1- PLEDGE AGREEMENT THIS AGREEMENT made and entered into this the________ day of _________, 2000, by and between ________ (hereinafter "Creditor"), and __________ (hereinafter "Debtor").NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the parties agree as follows: SECTION I - GRANT OF SECURITY INTEREST The parties acknowledge that contemporaneous with this Agreement Debtor has purchased from Creditor Five Hundred (500) shares of the outstanding common stock of ________, a _____________ corporation and as part of the consideration for the purchase the shares, Debtor has executed a promissory note in favor of the Creditor in the principal sum of $6,000.00 (hereinafter the "Note") payable as specified therein. As a condition to such sale and in order to secure all amounts due now or later from Debtor to Creditor under the Note, Debtor hereby grants, pledges, assigns, conveys and delivers unto Creditor a security interest in said Five Hundred (500) shares of the outstanding common stock of ____________ as evidenced by Stock Certificate No. ________ endorsed in blank, by Debtor (the "Shares"). SECTION II - POSSESSION; VOTING RIGHTS Creditor shall retain possession of the Shares until all amounts due from Debtor to Creditor are paid in full. Debtor shall have all voting rights with respect to the Shares, except with respect to any plan or transaction requiring a shareholder vote involving the dissolution, liquidation, merger, and/or sale of substantially all of the assets of the Company or with regard to the election of members of the Board of Directors of the Company. -2- SECTION III - DEFAULT Debtor shall be in default under this Agreement if Debtor fails to make any payment to Creditor when due, or if Debtor violates any terms of this Agreement, the Note, or the Guaranty Fee Agreement dated ___________, 2000, between the Company, __________, Creditor and Debtor. Upon default, Creditor shall have all rights of a secured party under the Uniform Commercial Code, including but not limited to, the right to retain the Shares in satisfaction of the debt and/or the right to sell the Shares at either a private or public sale. If Debtor elects to sell the Shares and the proceeds from the sale of the Shares, including expenses of the sale, is not sufficient to pay all amounts due from Debtor to Creditor, Debtor shall pay to Creditor any deficiency remaining. SECTION IV - SECURITIES LAW Debtor acknowledges that the sale of the Shares by the Creditor may be subject to certain securities laws, and Debtor agrees that Creditor may take any action necessary in order to comply with such laws, including any and all restrictions with respect to the time, place, manner and conditions of the sale. Debtor further acknowledges that one of the expenses of the sale for which Debtor shall be responsible, shall consist of any fees in connection with compliance with such laws. SECTION V - COVENANTS AND WARRANTY Debtor warrants that Debtor owns the Shares free and clear subject to no liens and encumbrances of any nature whatsoever except for the lien of this Pledge Agreement or the lien set forth in the Guaranty Fee Agreement described above. Debtor will take no action during the -3- existence of the Note that would result in the imposition of any other lien or security interest in the Shares, even if such lien or security interest is junior to the lien of Creditor. THIS the ___ day of _______, 2000. DEBTOR:______________________________CREDITOR:______________________________