Carol M. Read, et al. - Page 14




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               security interest in 10,482 shares of its nonvoting                    
               common capital stock * * *.  Pledgee shall hold the                    
               pledged shares as security for the repayment of the                    
               indebtedness described above and shall not encumber or                 
               dispose of such shares, except in accordance with the                  
               provisions of paragraph 7 of this Agreement.                           
                    2.  Term.  The shares pledged hereunder shall                     
               remain so pledged to Pledgee until released in accor-                  
               dance with the provisions of paragraph 3 of this Agree-                
               ment.                                                                  
                    3.  Release of Stock.                                             
                    (a)  Upon each principal payment in the                           
                    amount of Fifty Thousand and No/100th Dollars                     
                    ($50,000.00) in accordance with the terms of                      
                    * * * [installment promissory note], Pledgor                      
                    shall be entitled to the release from this                        
                    Stock Pledge Agreement of 820 shares of non-                      
                    voting common stock.  Upon the demand at any                      
                    time of Pledgor, Pledgee shall deliver to                         
                    Pledgor the stock certificate for reissuance                      
                    of such released shares, and Pledgor shall                        
                    issue and deliver to Pledgee a new certifi-                       
                    cate representing the shares which remain                         
                    subject to the pledge.                                            
                    (b) Upon the repayment in full with interest                      
                    of the indebtedness in accordance with the                        
                    terms of  * * * [installment promissory                           
                    note], Pledgee shall transfer to Pledgor all                      
                    of the remaining stock pledged hereunder.                         
                         *    *    *    *    *    *    *                              
                    7.  Default.  If Pledgor defaults in the perfor-                  
               mance of any of the terms of this Agreement or if                      
               Pledgor defaults in the payment of the indebtedness                    
               described in  * * * [installment promissory note], then                
               Pledgee shall have the following options exercisable at                
               any time following thirty (30) days after any such                     
               default:                                                               
                         (a)  Pledgee may declare the unpaid                          
                    balance of the indebtedness immediately due                       
                    and payable and then sell the pledged shares.                     
                    * * *                                                             





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