PLEDGE-SALE OF BUSINESS

                Agreement made this _____day of ______, 20__ 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.



        Dated:



        ______________________________  _________________________________ 
        Secured Party                   Debtor



                                                        Form 334