**EXHIBIT 10.15**

** **

**COLLATERALAGREEMENT**

For value received, and inconsideration of one or more loans, letters of credit or other financialaccommodations extended by JPMORGAN CHASE BANK, N.A. or any of its subsidiariesor affiliates (the “Bank”), to Avistar Communications Corporation, a Delawarecorporation (the “Obligor”, and, if more than one, collectively, the “Obligor”),the undersigned and the Bank agree as follows:

1.**             Definitions.**

“Account Assets” means allDeposits, Securities, securities entitlements and any other assets held intrust, or in any custody, subcustody, safekeeping, investment managementaccounts, or other accounts of the undersigned with the Bank or any othercustodian, trustee, Intermediary or Clearing System (all of which shall be considered“financial assets” under the UCC).

“Account Control Agreement” meansa securities account control agreement or other similar agreement with anyIntermediary and shall specifically include any master securities accountcontrol agreement among the Bank and any of its affiliates, as amended fromtime to time.

 “Clearing System” means the Depository TrustCompany  (“DTC”), Cedel Bank, societeanonyme, the Euroclear system and such other clearing or safekeeping systemthat may from time to time be used in connection with transactions relating toor the custody of any Securities, and any depository for any of the foregoing.

“Collateral” means:  (i) the Deposits, Securities and AccountAssets that are listed on Exhibit A; (ii) all additions to, and proceeds,renewals, investments, reinvestments and substitutions of, the foregoing,whether or not listed on Exhibit A; and (iii) all certificates, receipts andother instruments evidencing any of the foregoing.

“Deposits” means the deposits ofthe undersigned with the Bank or with any other Intermediary (whether or notheld in trust, or in any custody, subcustody, safekeeping, investmentmanagement accounts, or other accounts of the undersigned with the Bank or anyother Intermediary).

“Intermediary” means (i) any partyacting as a financial intermediary or securities intermediary, including,without limitation, affiliates of the Bank that are parties to any AccountControl Agreement from time to time.

“Liabilities” means indebtedness,obligations and liabilities of any kind of the Obligor or of the undersigned tothe Bank, now or in the future, absolute or contingent, direct or indirect,joint or several, due or not due, arising by operation of law or otherwise, andcosts and expenses incurred by the Bank in connection with the Collateral, thisAgreement or any Liability Document.

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“Liability Document” means anyinstrument, agreement or document evidencing, governing, or executed ordelivered in connection with the Liabilities.

“Securities” means the stocks,bonds and other instruments and securities, whether or not held in trust or inany custody, subcustody, safekeeping, investment management accounts or otheraccounts of the undersigned with the Bank or any other Intermediary andsecurities entitlements with respect to the foregoing.

“UCC”means the Uniform Commercial Code in effect in the State of New York.  Unless the context otherwise requires, allterms used in this Agreement which are defined in the UCC will have themeanings stated in the UCC.

2.**             Grant of Security Interest.**

As security for the payment ofall the Liabilities, the undersigned pledges, transfers and assigns to the Bankand grants to the Bank a security interest in and right of setoff against, theCollateral and hereby agrees to be bound by the terms of any Account ControlAgreement among the Bank and its affiliates, as amended from time to time.

3.**             Agreements of the Undersigned andRights of the Bank.**

The undersigned agrees as followsand irrevocably authorizes the Bank to exercise the rights listed below, at itsoption, for its own benefit, either in its own name or in the name of theundersigned, and appoints the Bank as its attorney-in-fact to take all actionpermitted under this Agreement.

(a)**           Deposits:**  The Bank may:   (i) renew the Deposits on terms and forperiods the Bank deems appropriate; (ii) demand, collect, and receivepayment of any monies or proceeds due or to become due under the Deposits;(iii) execute any instruments required for the withdrawal or repayment of theDeposits; and (iv) in all respects deal with the Deposits as the owner;provided that, as to (ii) through (iv), until the occurrence of a Default (asdefined below), the Bank will only take that action if, in its judgment,failure to take that action would impair its rights under this Agreement ordiminish its operational control over Collateral.

(b)**           Securities:**  The Bank may: (i) transfer to the account ofthe Bank any Securities whether in the possession of, or registered in the nameof, any Clearing System or held otherwise; (ii) transfer to the account of theBank with any Federal Reserve Bank any Securities held in book entry form withany such Federal Reserve Bank; and (iii) transfer to the name of the Bank orits nominee any Securities registered in the name of the undersigned and heldby the Bank and complete and deliver any necessary stock powers or othertransfer instruments; provided that until the occurrence of a Default, the Bankwill only take that action if, in its judgment, failure to take that actionwould impair its rights under this Agreement or diminish its operationalcontrol over Collateral, or if such Securities are held in a custody,investment management or similar account.

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The undersigned grants to theBank an irrevocable proxy to vote any and all Securities and give consents,waivers and ratifications in connection with those Securities upon and afterthe occurrence of a Default.

All payments, distributions anddividends in securities, property or cash shall be paid directly to and, at thediscretion of the Bank, retained by the Bank and held by it, until applied asprovided in this Agreement, as additional Collateral;  provided that until the occurrence of aDefault, interest on Deposits and cash dividends on Securities paid in theordinary course will be paid to the undersigned.

(c)           **General**:   The Bank may, in its name, or in the name ofthe undersigned:  (i) execute and filefinancing statements under the UCC or any other filings or notices necessary ordesirable to create, perfect or preserve its security interest, all withoutnotice (except as required by applicable law and not waivable) and withoutliability except to account for property actually received by it; (ii) demand,sue for, collect or receive any money or property at any time payable or receivableon account of or in exchange for, or make any compromise or settlement deemeddesirable with respect to, any item of the Collateral  (but shall be under no obligation to do so);(iii) make any notification (to the issuer of any certificate or Security, orotherwise, including giving any notice of exclusive control to theIntermediary) or take any other action in connection with the perfection orpreservation of its security interest  orany enforcement of remedies, and retain any documents evidencing the title ofthe undersigned to any item of the Collateral; and (iv) issue entitlementorders with respect to any of the Collateral.

The undersignedagrees that it will not file or permit to be filed any termination statementwith respect to the Collateral or any financing or like statement with respectto the Collateral in which the Bank is not named as the sole secured party,consent or be a party to any Account Control Agreement to which the Bank is notalso a party or sell, assign, or otherwise dispose of, grant any option withrespect to, or pledge, or otherwise encumber the Collateral.  At the request of the Bank the undersignedagrees to do all other things which the Bank may deem necessary or advisable inorder to perfect and preserve its security interest, perfection and operationalcontrol and to give effect to the rights granted to the Bank under thisAgreement or enable the Bank to comply with any applicable laws orregulations.  Notwithstanding the foregoing,the Bank does not assume any duty with respect to the Collateral and is notrequired to take any action to collect, preserve or protect its or theundersigned’s rights in any item of the Collateral.  The undersigned releases the Bank and agreesto hold the Bank harmless from any claims, causes of action and demands at anytime arising with respect to this Agreement, the use or disposition of any itemof the Collateral or any action taken or omitted to be taken by the Bank withrespect thereto.  The undersignedreleases each Intermediary and agrees to hold each Intermediary harmless fromany claims, causes of action and demands at any time arising with respect toany instruction made by Bank to any Intermediary purporting to be made underthis Agreement or any Account Control Agreement, it being understood that noIntermediary shall have any duty to investigate Bank’s right to issue any suchinstruction or any other matter related to any such instruction.

The rights granted to the Bankpursuant to this Agreement are in addition to the rights granted to the Bank inany custody, investment management, trust, Account Control Agreement or

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similar agreement. In case of conflict between the provisions of this Agreement and of anyother such agreement, the provisions of this Agreement will prevail.

4.**             Loan Value of the Collateral.**

The undersigned agrees that atall timesthe Liabilities may not exceed the aggregate Loan Value of the Collateral.  The undersigned will, at the Bank’s option,either supplement the Collateral or make, or cause to be made, any paymentunder the Liabilities to the extent necessary to ensure compliance with thisprovision or the Bank may liquidate Collateral to the extent necessary toensure compliance with this provision.   “LoanValue” means the value assigned by the Bank from time to time, in its solereasonable discretion, to each item of the Collateral.  The Bank retains the right to determine theeligibility of the Collateral.

5.             **Currency Conversion.**

For calculation purposes, anycurrency in which the Collateral is denominated (the “Collateral Currency”)will be converted into the currency of the Liabilities (the “Liability Currency”)at the spot rate of exchange for the purchase of the Liability Currency withthe Collateral Currency quoted by the Bank at such place as the Bank deemsappropriate (or, if no such rate is quoted on any relevant date, estimated bythe Bank on the basis of the Bank’s last quoted spot rate) or anotherprevailing rate that the Bank deems more appropriate.

6.             **Representations andWarranties.**

The undersigned represents and warrants that:

(a)           this Agreement constitutes the legal,valid and binding obligation of the undersigned, enforceable against theundersigned in accordance with its terms, except as the enforcement hereof andthereof may be limited by bankruptcy, insolvency, or other similar lawsaffecting the enforcement of creditors’ rights generally and subject to theapplicability of general principles of equity;

(b)           the execution,delivery and performance by the undersigned of this Agreement and all otherdocuments contemplated hereby, do not and will not (i) conflict with orconstitute a breach of, or default under, or require any consent under, or,except as contemplated hereby, result in the creation of any lien, charge orencumbrance upon the property or assets of the undersigned pursuant to anyother agreement or instrument  to whichthe undersigned is a party or is bound or by which its properties may be boundor affected; or (ii) violate any provision of any law, rule, regulation (including,without limitation, Regulation U of the Federal Reserve Board), order, writ,judgment, injunction, decree, determination or award presently in effect havingapplicability to the undersigned;

(c)           no consent, approvalor authorization of, or registration, declaration or filing with, anygovernmental authority or other person or entity is required as a condition toor in connection with the due and valid execution, delivery and performance bythe undersigned of this Agreement;

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(d)           there are noactions, suits, investigations or proceedings pending or threatened at law, inequity, in arbitration or by or before any other authority involving oraffecting:  (i)  the undersigned that, if adverselydetermined, are likely to have a material adverse effect on the prospects orcondition of the undersigned; (ii) any material part of the assets orproperties of the undersigned or any part of the Collateral; or (iii) any ofthe transactions contemplated in this Agreement.  There are currently no material judgments enteredagainst the undersigned and the undersigned is not in default with respect toany judgment, writ, injunction, order, decree or consent of any court or otherjudicial authority, which default is likely to have or has had a materialadverse effect on the prospects or condition of the undersigned;

(e)           in the event theundersigned is not an Obligor, in executing and delivering this Agreement theundersigned has (i) without reliance on the Bank or any informationreceived from the Bank and based upon such documents and information it deemsappropriate, made an independent investigation of the transactions contemplatedhereby and the Obligor, the Obligor’s business, assets, operations, prospectsand condition, financial or otherwise, and any circumstances which may bearupon such transactions, the Obligor or the obligations and risks undertakenherein with respect to the Liabilities; (ii) adequate means to obtain from theObligor on a continuing basis information concerning the Obligor and the Bankhas no duty to provide to the undersigned any such information; (iii) full andcomplete access to the Liability Documents and any other documents executed inconnection with the Liability Documents; (iv) not relied and will not rely uponany representations or warranties of the Bank not embodied herein or any actsheretofore or hereafter taken by the Bank (including but not limited to anyreview by the Bank of the affairs of the Obligor), and (v) determined that this Agreement will benefit theundersigned directly or indirectly;

(f)            in the event thatthe undersigned is a partnership, limited liability partnership, corporation orlimited liability company, the undersigned also represents and warrants that itis duly organized, validly existing and in good standing under the laws of thejurisdiction of its incorporation or organization, and has all requisite powerand authority to execute, deliver and perform its obligations under thisAgreement;

(g)           in the event thatthe undersigned is a trust, the undersigned also represents and warrants that(i) it is a duly constituted and validly existing trust, (ii) the undersignedhas delivered to the Bank a true, complete and accurate copy of the agreementpursuant to which it has been organized and all amendments and modificationsthereto, and (iii) the trustees of the undersigned signing this Agreement havethe legal capacity and full power and authority to execute, deliver, andperform their obligations under, and to bind the undersigned to perform itsobligations under, this Agreement, and to execute and deliver any and alldocuments and instruments in connection therewith;

(h)           the undersigned isthe sole owner of the Collateral and the Collateral is free of all encumbrancesexcept for the security interest in favor of the Bank created by thisAgreement;

(i)            as to Deposits and Account Assets,the undersigned has not withdrawn, canceled, been repaid or redeemed all or anypart of any Deposits or Account Assets other than in compliance with thisAgreement and there is no such pending application; and

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(j)            as to Securities, the Securities have been dulyauthorized and are fully paid and non-assessable, there are norestrictions on pledge of the Securities by the undersigned nor on sale of theSecurities by the Bank (whether pursuant to securities laws or regulations orshareholder, lock-up or other similar agreements) and the Securities are fullymarketable by the Bank as pledgee, without regard to any holding period, mannerof sale, volume limitation, public information or notice requirements.

7.**             Default.**

Each of the following is an eventof default (“Default”):

(i)  any sum payable on any of the Liabilities isnot  paid when due; (ii) anyrepresentation and warranty of the undersigned or any party liable on or forany of the Liabilities (including but not limited to the Obligor, a “LiabilityParty”) in this Agreement or in any Liability Document shall prove to have beenincorrect in any material respect on or after the date hereof; (iii) theundersigned or any Liability Party fails to perform or observe any term,covenant, or condition under this Agreement or under any Liability Document;(iv) any indebtedness of the undersigned or any Liability Party or interest orpremium thereon is not paid when due (whether by scheduled maturity, acceleration,demand or otherwise); (v) the undersigned or any Liability Party: (a) isgenerally not, or is unable to, or admits in writing its inability to, pay itsdebts as its debts become due; (b) makes an assignment for the benefit ofcreditors, or petitions or applies to any tribunal for the appointment of acustodian, receiver or trustee for its or a substantial part of its assets; (c)commences any proceeding under any law relating to bankruptcy, reorganization,arrangement, readjustment of debt, dissolution or liquidation; (d) has any suchpetition filed, or any such proceeding has been commenced against it, in whichan adjudication is made or order for relief is entered or which remainsundismissed for a period of 30 days; (e) has a receiver, custodian or trusteeappointed for all or a substantial part of its property; or (f) takes anyaction effectuating, approving or consenting to any of the events described inthis section (v); (vi) the undersigned or any Liability Party shall die,dissolve or for any reason cease to be in existence or merge or consolidate; orif the undersigned or any Liability Party is a partnership, limited liabilitypartnership or limited liability company, any general partner, partner ormember, respectively, shall die, dissolve or for any reason cease to be inexistence or cease to be a partner or member, as the case may be, or shallmerge or consolidate; (vii) the undersigned or any Liability Party is involvedin a proceeding relating to, or which may result in, a forfeiture of all or asubstantial part of the undersigned’s or any Liability Party’s assets or amaterial judgment is entered against the undersigned or any Liability Party;(viii) there is, in the opinion of the Bank, a material adverse change in thebusiness, prospects or financial condition of the undersigned or any LiabilityParty.

8.**             Remedies.**

On a Default, the Bank will havethe rights and remedies under the UCC and the other rights granted to the Bankunder this Agreement and may exercise its rights without regard to any premiumor penalty from liquidation of any Collateral and without regard to theundersigned’s basis or holding period for any Collateral.

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The Bank may sell in the Boroughof Manhattan, New York City, or elsewhere, in one or more sales or parcels, atthe price as the Bank deems best, for cash or on credit or for other property,for immediate or future delivery, any item of the Collateral, at any broker’sboard or at public or private sale, in any reasonable manner permissible underthe UCC (except that, to the extent permissible under the UCC, the undersignedwaives any requirements of the UCC) and the Bank or anyone else may be thepurchaser of the Collateral and hold it free from any claim or right including,without limitation, any equity of redemption of the undersigned, which rightthe undersigned expressly waives.

The Bank may also, in its solediscretion: (i) convert any part of the Collateral Currency into the LiabilityCurrency;  (ii) hold any monies orproceeds representing the Collateral in a cash collateral account in theLiability Currency or other currency that the Bank reasonably selects; (iii)invest such monies or proceeds on behalf of the undersigned; and (iv) apply anyportion of the Collateral, first, to all costs and expenses of the Bank,second, to the payment of interest on the Liabilities and any fees orcommissions to which the Bank may be entitled, third, to the payment ofprincipal of the Liabilities, whether or not then due, and fourth, to theundersigned.

The undersigned will pay to theBank all expenses (including attorneys’ fees and legal expenses incurred by theBank and the allocated costs of its in-house counsel) in connection with theexercise of any of the Bank’s rights or obligations under this Agreement or theLiability Documents.  The undersignedwill take any action requested by the Bank to allow it to sell or dispose ofthe Collateral.  Notwithstanding that theBank may continue to hold Collateral and regardless of the value of theCollateral, the applicable Liability Party will remain liable for the paymentin full of any unpaid  balance of theLiabilities.

9.             **Jurisdiction.**

To the maximum extent not prohibited by applicable law, the undersignedhereby irrevocably: (i) submits to the jurisdiction of any New York state orUnited States federal court sitting in New York City over any action orproceeding arising out of this Agreement;(ii) agrees that all claims in respectof such action or proceeding may be held and determined in such New York stateor federal court;  (iii) agreesthat any action or proceeding brought against the Bank may be brought only in aNew York state or United States federal court sitting in New York county;  (iv)consents to the service of process in any such action or proceeding in either ofsaid courts by mailing thereof by the Bank by registered or certified mail,postage prepaid, to the undersigned at its address specified on the signaturepage hereof, or at the undersigned’s most recent mailing address as set forthin the records of the Bank; and (v) waives any defense on the basis ofinconvenient forum.

Theundersigned agrees that a final judgment in any such action or proceeding shallbe conclusive and may be enforced in any other jurisdiction by suit orproceeding in such state.  Nothing hereinshall affect the right of the Bank to serve legal process in any other mannerpermitted by law or affect the right of the Bank to bring any action orproceeding against the undersigned or its property in the courts of any otherjurisdiction.

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**10.       Waiver of Jury Trial. THEUNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.**

11.           **Notices.**

Unless otherwise agreed inwriting, notices may be given to the Bank and the undersigned at theirtelecopier numbers (confirmed by telephone to their telephone numbers) oraddresses listed on the signature page of this Agreement, or such othertelecopier (and telephone) number or addresses communicated in writing byeither party to the other.  Notices tothe Bank are effective on receipt.

12.           **Unconditional Obligations.**

If the undersigned is not anObligor, the undersigned’s obligations under this Agreement are absolute andunconditional irrespective of:  (a) anychange in the amount, time, manner or place of payment of, or in any other termof, all or any of the Liability Documents or the Liabilities, or any otheramendment or waiver of or any consent to departure from any of the terms of anyLiability Document or the Liabilities; (b) any release or amendment or waiverof, or consent to departure from, any other guaranty or support document, orany exchange, release or non-perfection of any item of the Collateral,for all or any of the Liability Documents or the Liabilities; (c) any presentor future law, regulation or order of any jurisdiction (whether of right or infact) or of any agency thereof purporting to reduce, amend, restructure orotherwise affect any term of any Liability Document or the Liabilities; (d)without being limited by the foregoing, any lack of validity or enforceabilityof any Liability Document or the Liabilities; and (e) any other defense, setoffor counterclaim whatsoever (in any case, whether based on contract, tort or anyother theory) with respect to the Liability Documents or the transactionscontemplated thereby which might constitute a legal or equitable defenseavailable to, or discharge of, the Obligor or a guarantor.

13.**           Miscellaneous.**

(a)           As used herein, the term undersigned shallinclude all signatories hereto, if more than one.  In such event, the obligations,representations and warranties of the undersigned hereunder shall be joint andseveral.  This Agreement shall be bindingon the undersigned and its successors and assigns and shall inure to thebenefit of the Bank and its successors and assigns, except that the undersignedmay not delegate any of its obligations hereunder without the prior writtenconsent of the Bank.

(b)           No amendment or waiver of anyprovision of this Agreement nor consent to any departure by the undersignedwill be effective unless it is in writing and signed by the undersigned and theBank and will be effective only in that specific instance and for that specificpurpose.  No failure on the part of theBank to exercise, and no delay in exercising, any right will operate as awaiver or preclude any other or further exercise or the exercise of any otherright.

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(c)           The rights and remedies in this Agreement are cumulativeand not exclusive of any rights and remedies which the Bank may have under lawor under other agreements or arrangements with the undersigned or any LiabilityParty.

(d)           The provisions of this Agreement are intended to beseverable.  If for any reason anyprovision of this Agreement is not valid or enforceable in whole or in part inany jurisdiction, that provision will, as to that jurisdiction, be ineffectiveto the extent of that invalidity or unenforceability without in any manneraffecting the validity or enforceability in any other jurisdiction or theremaining provisions of this Agreement.

(e)           The undersigned hereby waives presentment, notice ofdishonor and protest of all instruments included in or evidencing theLiabilities or the Collateral and any other notices and demands, whether or notrelating to those instruments.

(f)            This Agreement is governed by and construed according tothe law of the State of New York, without regard to the conflict of lawsprinciples, and with the laws of the United States of America as applicable.

(g)           This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one and the sameinstrument.

**The rest of this page isintentionally blank.**

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IN WITNESS WHEREOF, theundersigned has signed this Agreement as of this 23rd day ofDecember, 2006
| ACCEPTED:                            | ** **                                                       |
|--------------------------------------|------------------------------------------------------------------|
| ** **                           | ** **                                                       | ** ** |
| ** **                           | ** **                                                       | ** ** |
| JPMorgan Chase Bank, N.A.            |                                                             |
| By:                                  | J.P. Morgan Trust Company, N.A.                                  |   |
|                                 |                                                             |   |
|                                 |                                                             |   |
| By:                                  |        /s/ Nancy  A. Sheppard |   |   |
|                                 | Name: Nancy A. Sheppard                                          |   |
|                                 | Title: Managing Director                                         |   |
| ** **                           |                                                             |   |
| ** **                           |                                                             |   |
| ** **                           |                                                             |   |
| **Address for notices to the Bank:** |                                                             |
|                                 |                                                             | ** ** |
| JPMorgan Chase  Bank, N.A.           |                                                             |
| Private Bank  Credit                 |                                                             |
| Attn: Patricia DeLeo                 |                                                             |
| 345 Park Avenue,  Floor 04           |                                                             |
| New York, NY  10154-0004             |                                                             |
| Telecopier:                          |                                                             |
| Telephone:                           |                                                             |
|                                 |                                                             |   |
|                                 |                                                             |   |
| With a courtesy copy to              |                                                             |
|                                 |                                                             |   |
| JPMorgan Chase  Bank, N.A.           |                                                             |
| Attn: Nancy A. Sheppard              |                                                             |
| 560 Mission  Street, 12th floor      |                                                             |
| San Francisco,  CA 94105             |                                                             |
| Telecopier:                          |                                                             |
| Telephone:                           |                                                             |
|                                 |                                                             |   |
|                                 |                                                             |   |
|   /s/ Gerald J. Burnett    |                                                             |   |
| **Gerald J. Burnett**                |                                                             |
|                                      |                                                                  |  |  |  |

** **

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** **
| **Address for notices:**                                           | ** **                      | ** **    |          |   |
|--------------------------------------------------------------------|---------------------------------|---------------|---------------|--------|
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| **Gerald J. Burnett and Marjorie J. Burnett, as  Trustee for**     |                            |
| **The Gerald J. Burnett and Marjorie J. Burnett  Revocable Trust** |                            |
| ** **                                                         |                            |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| By:                                                                | /s/ Gerald J.  Burnett, trustee | ** **    |          |   |
|                                                               | Gerald J.  Burnett              | ** **    | ** **    |   |   |
|                                                               | ** **                      | ** **    | ** **    |   |   |
| By:                                                                | /s/ Marjorie J.  Burnett        | ** **    |          |   |
|                                                               | Marjorie J.  Burnett            | ** **    |          |   |
|                                                               | ** **                      | ** **    | ** **    |   |   |
|                                                               | ** **                      | ** **    | ** **    |   |   |
| **Address  for notices:**                                          | ** **                      |          |          |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| ** **                                                         | ** **                      | ** **    | ** **    |   |   |
| State of                                                           | ** **                      |   ) |          |   |
|                                                               | ** **                      | ** **    |   ) | ss.:   |   |
| County of                                                          | ** **                      |   ) |          |   |
|                                                                    |                                 |               |               |        |  |  |  |  |  |  |  |

 

On the ____ day of December in the year 2006, beforeme, the undersigned, personally appeared GeraldJ. Burnett, personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual whose name is subscribed to thewithin instrument and acknowledged to me that he/she executed the same inhis/her capacity, and that by his/her signature on the instrument, theindividual, or the person upon behalf of which the individual acted, executedthe instrument.
|            | ** ** | ** **    | ** **    |   |          |
|------------|------------|---------------|---------------|--------|---------------|
| ** ** | ** ** | ** **    | ** **    |   |          |
| ** ** | ** ** | ** **    | ** **    |   | Notary Public |
| ** ** | ** ** | ** **    | ** **    |   |          |
| ** ** | ** ** | ** **    | ** **    |   |          |
| ** ** | ** ** | ** **    | ** **    |   |          |
| ** ** | ** ** | ** **    | ** **    |   |          |
| State of   | ** ** |   ) |          |   |
|       | ** ** | ** **    |   ) | ss.:   |          |
| County of  | ** ** |   ) |          |   |
|            |            |               |               |        |               |  |  |

 

On the ____ day of December in the year 2006, beforeme, the undersigned, personally appeared MarjorieJ. Burnett, personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual whose name is subscribed to thewithin instrument and acknowledged to me that he/she executed the same inhis/her capacity, and that by his/her signature on the instrument, theindividual, or the person upon behalf of which the individual acted, executedthe instrument.
|            | ** ** | ** ** | ** ** |   |          |
|------------|------------|------------|------------|--------|---------------|
| ** ** | ** ** | ** ** | ** ** |   |          |
| ** ** | ** ** | ** ** | ** ** |   | Notary Public |

 

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**EXHIBIT A**

**DESCRIPTIONOF THE COLLATERAL**

1.  **Deposits**

| **Type of Deposit  (CD, TD,etc.)** |   | **Location  (NY, IBF-NY, etc.)** |   | **Account,  Contract or  Certificate No.** |
|------------------------------------|--------|----------------------------------|--------|--------------------------------------------|

 

2.  **Stocks, Bonds and OtherInstruments and Securities**

| **Nature of Security  or Obligation** |   | **Number  of  Issuer** |   | **Name of  Units** |   | **Certificate  Number (if applicable)** |
|---------------------------------------|--------|------------------------|--------|--------------------|--------|-----------------------------------------|

 

3.  **All Assets Held or To BeHeld in the Following Custody or Subcustody Accounts, Safekeeping Accounts,Investment Management Accounts and/or other account with Intermediary:**

Account Number:

A-1

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