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                                          PLEDGE-SALE OF BUSINESS


                Agreement made this _____day of ______, 19__ by and

        between _____________________("Debtor") and

        ____________________________________________("Secured Party").


                The parties agree that :


                1.  The Debtor acknowledges receipt of _____________

        ($_________ )Dollars as a purchase money loan from the

        Secured Party evidenced by a certain promissory note of even

        date, given as payment in the purchase of

        ______________________________ from said Secured Party.


                2.  The Debtor hereby pledges, assigns, transfers and

        sets over to the Secured Party all his right, title and interest

        in _________________________________________________________ as

        collateral security for the repayment of the loan.  Said

        collateral is delivered herewith to be held by said Secured Party

        in pledge.


                3.  In the event of a default in the payment of the loan,

        the Secured Party is fully authorized and empowered,

        without notice to, and without demand for payment from, the

        Debtor, to sell the collateral at public or private sale

        provided, however, that should the proceeds from the sale of the

        collateral exceed the value of the then outstanding loan balance

        plus reasonable attorney's fees and costs, then the excess value

        of the proceeds shall be remitted to the Debtor.








        _________________________       _________________________

        Secured Party                                       Debtor