Pledge of stock as collateral.

Subsidiary, company and sellers have entered into an escrow agreement with escrowee, a copy of which is attached as Appendix A.

Subsidiary, company and sellers agree as follows:

1. So long as subsidiary is not in default under the purchase agreement and company is not in default under the bonds:

(a). Subsidiary may collect all dividends payable with respect to the collateral for its own use and benefit (except stock dividends which subsidiary shall deposit with escrowee as additional collateral subject to all the terms of this agreement).

(b). Subsidiary may vote the collateral and may exercise all rights and privileges of ownership except as otherwise provided.

2. If subsidiary defaults in any payment to be made under the provisions of the purchase agreement or company defaults in any payment to be made under the provisions of the bonds issued to sellers and any default is not corrected or remedied within the period specified to correct or remedy the default sellers may obtain the collateral from the escrowee in accordance with the provisions of the escrow agreement and sellers may sell all or any part of the collateral. Subsidiary irrevocably constitutes sellers' attorney in fact of subsidiary with full power of substitution and delegation to sell and to deliver to any purchaser or purchasers all or any part of the collateral as a unit or as separate parcels for cash or on credit. If, at any sale, the collateral or any part is purchased by, for or on behalf of sellers or either seller at less than the fair market value, the difference between the sale price and the fair market value shall be considered proceeds of the sale. Sellers shall apply the proceeds of any sale, first, to the payment of expenses of sale, and second, to the payment of the unpaid balances due and payable with respect to the purchase agreement, or bonds as follows: Each seller shall receive a fraction of the proceeds of sale, after deduction of expenses of sale, equal to the ratio of the amount due and payable to the seller to the total amount due and payable under the purchase agreement or bonds, but in no event more than the total amount due and payable to the seller under the purchase agreement or bonds, respectively. Sellers shall pay to subsidiary any proceeds of sale which remain after the above payments are made.

3. Upon full payment or satisfaction of the indebtednesses arising out of the purchase agreement or bonds, sellers shall deliver the collateral to subsidiary or shall execute any documents escrowee may require to deliver the collateral to subsidiary, unless the collateral shall have been sold pursuant to the provisions of paragraph 2.

4. If subsidiary liquidates ABC Corporation, company may substitute all of the outstanding shares of subsidiary for the collateral. Subsidiary may obtain possession of the collateral and sellers shall execute any documents escrowee may require to deliver the collateral to subsidiary. The provisions shall apply to the substituted shares.

5. The covenants contained in this agreement shall run with the respective interest of the parties in the collateral, and the rights and liabilities of the present parties shall bind and inure to the benefit of their respective successors, assigns, executors, administrators and heirs.

6. Separate counterparts of this agreement may be executed by the respective parties and together will constitute one agreement.

In witness, the parties have executed this agreement the day and year first written above.

(Signatures)