EXHIBIT
10.8





PROMISSORY
NOTE




$
      100,000.00
            LOS
      ANGELES, CALIFORNIA
              SEPTEMBER
      23,2008






For value
received, National Lampoon, Inc., promises to pay to the order of Robert Levy,
on or before October 6, 2008, at 3550 Wilshire Boulevard, Suite 840, Los
Angeles, California, the sum of One Hundred Thousand Dollars and 00/100
($100,000.00) in lawful money of the United States of America, with interest
from September 22, 2008, at the rate of 6% per month until paid. This promissory
note is secured by certain collateral consisting of amounts due to the
undersigned from the Screen Actors Guild pursuant to that certain Pledge
Agreement of even date. In the event there is a suit or action to enforce
payment of this note or any portion thereof, the undersigned promises to pay
such additional sum as the court may adjudge reasonable as attorney fees in said
action or suit, and such amount shall be made a part of the judgment, or if
placed in the hands of attorneys for collection and collection is effectuated
without suit, the undersigned promises to pay all costs and expenses of
collection including reasonable attorney fees.



















1


.




PLEDGE
AGREEMENT





AGREEMENT
is made as of this 24th day of  September, 2008, by and between NATIONAL
LAMPOON, INC., a California corporation (the "Borrower") and ROBERT LEVY, an
individual ("Secured Party") with respect to the following:




A.
            Borrower conducts a
      publishing business and motion picture production business.B.
            In
      order to continue its business, Borrower desires to borrow and Secured
      Party desires to lend the sum of One Hundred Thousand Dollars ($100,000)
      to Borrower (the "Loan").C.
            Borrower executed a
      promissory note in favor of Secured Party in the amount of the Loan,
      bearing interest, of even date herewith (the "Note").D.
            In consideration of
      and as an additional inducement for Secured Party to enter into the Loan,
      Borrower agrees to give, and Secured Party agrees to accept, a
      first-priority security interest in and to Borrower's rights, title, and
      interests in the Collateral (as hereinafter defined), as collateral
      security for the full and prompt performance of all indebtedness,
      liabilities, and obligations of the Borrower to Secured Party in respect
      of the NoteF
            Pursuant to the
      aforesaid security interest granted hereby, the Borrower will forthwith
      deliver either to Secured Party or to Secured Party's designees such
      ancillary documents necessary to perfect the pledge or to take such other
      action as may be appropriate to perfect the
pledge


.


ACCORDINGLY,
the parties hereby agree as follows:




1.
              Creation of Security
      Interest. The Borrower as sole beneficial owner hereby  charges
      and grants to Secured Party a first-priority security interest in all of
      the Borrower's right, title,
      and interest, both legal and equitable, in and to the collateral described
      in Section 2 hereof  (the
      "Collateral"), and establishes a pledge on all of the Collateral in order
      to secure the payment and
      performance of the obligations described in Section 3
      hereof.2.
              Collateral. The
      Collateral under this Pledge Agreement is:2.1
              All
      rights to payments due from the Screen Actors Guild with respect to
      amounts deposited as a bond for the motion picture "Legend of the
      Awesomest Maximus"; and2.2
              Any
      substituted or additional Collateral required to be supplied under the
      terms of this Agreement.





The
Collateral shall include any assets described in this Section 2, whether owned
by Borrower now or acquired in the future during the term of this Pledge
Agreement.




2




3.
            Secured Obligations of
      the Borrower. The Collateral secures and shall hereafter secure (a)
      the full and prompt performance of all obligations of the Borrower to
      Secured Party under, pursuant to or in connection with the Note and (b)
      the performance of all other obligations and the discharge of all other
      liabilities of the Borrower to Secured Party of every kind and character,
      direct or indirect, absolute or contingent, due or to become due, now
      existing or hereafter arising, joint, several or joint and several,
      whether created under this Agreement or any other agreement, as such
      agreement may be amended from time to time, to which the Borrower and
      Secured Party are parties. All payments and performances by the Borrower
      shall be in accordance with the terms under which said indebtedness,
      obligations, and liabilities were or are hereafter incurred or
      created.4
            The Borrower's
      Representations and Warranties. The Borrower represents and
      warrants that:4.1
            The
      Borrower is the sole owner of the Collateral;4.2
            The
      security interest hereunder in the Collateral is a first, prior, and
      perfected security interest;4.3
            There are no security interests, liens or encumbrances upon, or
      adverse claims of title to, or any other interest whatsoever in, the
      Collateral or any portion thereof except that created by this
      Agreement;4.4
            No
      financing statement covering the Collateral or any portion thereof exists
      or is on file in any public office; and4.5
            The
      Borrower has full right, power, and authority to enter into this Agreement
      and no consent of, or registration or filing with, any person or public
      authority is require




5.
            Covenants of the
      Borrower. The Borrower covenants that:5.1
            The
      Borrodeliver to Secured Party each item of Collateral hereunder capable of
      delivery immediately upon the Borrower's acquisition thereof and will take
      all reasonable actions to defend the Collateral against all claims and
      demands of all persons at any time claiming the same or any interest
      therein.wer will5.2
            The
      Borrower will, promptly upon request by Secured Party, procure or execute
      and deliver any documents, deliver to Secured Party any instruments, give
      any notices, execute any proxies, execute and file any financing
      statements or other documents, all in form reasonably satisfactory to
      Secured Party, and take any other actions which are necessary or, in the
      reasonable judgment of Secured Party, desirable to perfect or continue the
      perfection and first priority of Secured Party's security interest in the
      Collateral, to protect the Collateral against the rights, claims, or
      interests of third persons or to effect the purposes of this Agreement
      (including, without limitation, for vesting or enabling Secured Party to
      vest title in any item of  Collateral in Secured Party or Secured
      Party's nominees or in any Borrower in accordance with this Agreement),
      and will pay all costs incurred in connection therewith, including,
      without limitation, reasonable attorneys' fees.5.3
            The
      Borrower will not, without the pri
              or
      written consent of Secured Party, in any way hypothecate or create or
      permit to exist any lien, security interest, or encumbrance on or other
      interest in the Collateral, nor will the Borrower sell, transfer, assign,
      exchange, or otherwise dispose of the Collateral or any interest therein.
      If any Collateral, or any interest therein, is sold, transferred,
      assigned, exchanged, or otherwise disposed of in violation of these
      provisions, the security interest of Secured Party shall continue in such
      Collateral or part thereof notwithstanding such sale, transfer,
      assignment, exchange, or other disposition, and the Borrower will hold the
      proceeds thereof in a separate account for Secured Party's benefit. The
      Borrower will, at Secured Party's request, transfer such proceeds to
      Secured Party in kind.







3




5.4 The
Borrower will pay and discharge all taxes, assessments, and governmental charges
or levies against the Collateral prior to delinquency thereof and will keep the
Collateral free of all unpaid charges whatsoever.





5.5 The
Borrower will permit representatives designated by Secured Party to visit and
inspect any of its properties and examine, take copies and make abstracts from
any of its books and records at all times and within such scope as Secured Party
may reasonably request, and the Borrower will reimburse Secured Party for all
reasonable costs incurred thereby





5.6
Secured Party shall have the right at any time to make any payments and do any
other acts Secured Party shall deem reasonably necessary to protect his or its
security interest in the Collateral, including, without limitation, the rights
to pay, purchase, contest, or compromise any encumbrance, charge, or lien which
in the reasonable judgment of Secured Party appears to be prior or superior to
the security interest granted hereunder, and appear in and defend any action or
proceeding purporting to affect his or its security interest in and/or the value
of the Collateral, and in exercising any such powers or authority, the right to
pay all expenses incurred in connection therewith, including, without
limitation, reasonable attorneys' fees. The Borrower hereby agrees that it shall
be bound by any such payment made or act taken by Secured Party hereunder and
shall reimburse Secured Party for all reasonable payments made and reasonable
expenses incurred, which amounts shall be secured under this Agreement. Secured
Party shall have no obligation to make any of the foregoing payments or perform
any of the foregoing acts.





6.   Defaults and
Remedies.





6.1 The
occurrence of any one or more of the following events or conditions affecting
the Borrower shall constitute an event of default ("Event of Default") under
this Agreement with respect to the Borrower:





6.1.1    The
Borrower fails to perform fully and promptly all obligations of the Borrower to
Secured Party under, pursuant to or in connection with the Note, including,
without limitation, the full and prompt payment when due of all indebtedness of
the Borrower to Secured Party; .





4


6.1.2  The
Borrower fails to pay any indebtedness, perform any obligation required to be
performed by any of them, or discharge any liability to Secured Party in
accordance with the terms upon which such indebtedness, obligation, or liability
was incurred or created, or otherwise defaults under any agreement to which
Secured Party and the Borrower are parties, as such agreements may be amended
from time to time, and such failure continues for a period of ten (10)
days;





6.1.3  The
Borrower makes or has made or furnishes or has furnished any warranty,
representation, or statement to Secured Party in connection with this Agreement,
or any other agreement to which the Borrower and Secured Party are parties,
including, without limitation, the Note, as such agreements may be amended from
time to time, which is or was false or misleading in any material respect when
made or furnished;





6.1.4  Any lien
(other than for property taxes which are not delinquent) or encumbrance other
than that created by this Agreement is placed on or any levy is made on the
Collateral or any portion thereof or any assets of the Borrower or any portion
thereof, or the Collateral or any portion thereof or any assets of the Borrower
or any portion thereof is seized or attached pursuant to legal process, unless
such lien, encumbrance, levy, seizure or attachment is removed or released
within thirty (30) days from the time such lien or encumbrance was placed
thereon or such levy, seizure, or attachment was effected, but in any event not
later than five (5) days prior to any date for sale of such
property);





6.1.5  Any
substantial portion of the assets of the Borrower is transferred, or any
material obligation is incurred by the Borrower, unless such transfer or
obligation is made or incurred in good faith for fair equivalent
consideration;





6.1.6  The
Borrower becomes insolvent as defined in the federal Bankruptcy Code, admits in
writing its insolvency or its present or prospective inability to pay its debts
generally as they become due, is unable to or does not pay all or any material
portion (in number or dollar amount) of its debts as they become due, permits or
suffers a judgment to exist against it (unless enforcement thereof is stayed
pending appeal), makes or proposes an assignment for the benefit of creditors,
convenes or proposes to convene a meeting of its creditors or any class thereof
for purposes of effecting a moratorium upon
or extension or composition of its debts, proposes any such moratorium,
extension or composition, or commences or proposes to commence any bankruptcy,
reorganization or insolvency proceeding, or other proceeding under any federal,
state or other law for the relief of the Borrower;





6.1.7  The
Borrower fails to obtain the dismissal, within thirty (30) days after the
commencement thereof, of any bankruptcy, reorganization, or insolvency
proceeding, or other proceeding under any law for the relief of the Borrower,
instituted against it by one or more third parties, fails actively to oppose any
such proceeding, or, in any such proceeding, defaults or files an answer
admitting the material allegations upon which the proceeding was based or
alleges its willingness to have an order for relief entered or its desire to
seek liquidation, reorganization or adjustment of any of its debts;
or





5


6.1.8 Any
receiver, trustee, or custodian is appointed to take possession of all or any
substantial portion of the assets of the Borrower or any committee of the
creditors of the Borrower, or any class thereof, is formed for the purpose of
monitoring or investigating the financial affairs of the Borrower or enforcing
such creditors' rights.








6.2 Upon
the occurrence of an Event of Default hereunder, Secured Party may, at Secured
Party's option, without notice to or demand upon the Borrower, do any one or
more of the following:





6.2.1  Declare
the Note and all other indebtedness of the Borrower to Secured Party to be
immediately due and payable;





6.2.2  Take
possession of all items of Collateral hereunder not then in his or its
possession and require the Borrower or the parties in possession thereof to
deliver such Collateral to Secured Party at one or more locations as Secured
Party shall designate;





6.2.3  Exercise
any or all of the rights and remedies provided for by applicable law, including,
without limitation, the rights and remedies of a secured party under the Uniform
Commercial Code, specifically including, without limitation, the right to
recover the reasonable attorneys' fees incurred by Secured Party in the
enforcement of this Agreement or in connection with the Borrower's redemption of
the Collateral;





6.2.4  Sell the
Collateral, or any portion thereof, at any public or private sale or on any
securities exchange or other recognized market, for cash, upon credit or for
future delivery, as Secured Party shall deem appropriate. Secured Party shall be
entitled at any such sale, if Secured Party deems it advisable to do so, to
restrict the prospective bidders or Borrowers to persons who will provide
assurances satisfactory to Secured Party that they may be offered and sold the
Collateral to be sold without registration under the Securities Act of 1933 or
any other applicable statute, whether such statute be state or federal, and upon
the consummation of any such sale, Secured Party shall have the right to assign,
transfer and deliver to the Borrower or Borrowers thereof the Collateral so
sold. Secured Party may solicit offers to buy the Collateral, or any part of it,
from a limited number of investors deemed by Secured Party, in Secured Parry's
reasonable judgment, to meet the requirements to purchase securities under
Regulation D or its equivalent promulgated under the Securities Act of 1933. If
Secured Party solicits such offers from such investors, then the acceptance by
Secured Party of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposition of the Collateral. Each Borrower
at any such sale shall hold the property sold free from any claim or right on
the part of the Borrower, and the Borrower hereby waive, to the full extent
permitted by law, all rights of redemption, stay and/or appraisal which the
Borrower now or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Secured Party shall give the Borrower
at least ten (10) business days' written notice of any public sale or of the
date on or after which a private sale may be made. Such notice, in case of a
public sale, shall state the time and place fixed for such sale.





6





Any
public sale shall be held at such time or times during ordinary business hours
and at such place or places as Secured Party may fix in the notice of such sale.
Secured Party may sell all or any portion of the Collateral on any securities
exchange or other recognized market without notice to the Borrower. At any
private or public sale, the Collateral, or portion thereof, to be sold may be
sold in one lot as an entirety or in separate lots, as Secured Party shall
determine. Secured Party may bid (which bid may be, in whole or in part, in the
form of cancellation of indebtedness) for and purchase for his or its account
the whole or any part of the Collateral at any public sale or sale on any
securities exchange or other recognized market. Secured Party shall not be
obligated to sell any Collateral if it shall determine not to do so,
notwithstanding that notice of sale of Collateral shall have been given. Secured
Party may, without notice or publication, adjourn any sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by Secured Party until the sale price is paid by the Borrower or
Borrowers thereof, and Secured Party shall not incur any liability in case any
such Borrower or Borrowers shall fail to take up and pay for the Collateral
purchased. In case of any such failure, such Collateral may be sold again upon
like notice. The parties hereto agree that the method, manner and terms of sale
or disposition of the Collateral authorized by this subsection are commercially
reasonable;





6.2.5  Proceed
by an action or actions at law or in equity to recover the indebtedness secured
hereunder or to foreclose this Agreement and sell the Collateral, or any portion
thereof, pursuant to a judgment or decree of a court or courts of competent
jurisdiction;





6.2.6  Use,
manage, operate, and control the Collateral and the business and property of the
Borrower to preserve the Collateral or its value, or to pay the indebtedness
secured hereunder, including, without limitation, the rights to take possession
of all of the premises and property of the Borrower and to exclude the Borrower
and any third parties, whether or not claiming under the Borrower, from such
premises and property, to operate the Borrower and all of its property until all
of the indebtedness secured hereunder is paid to Secured Party;





6.2.7  Use, in
connection with any assembly, use or disposition of any property of the Borrower
any trademark, trade name, trade style, copyright, patent, or other similar
right, or technical knowledge or process used or utilized by the Borrower;
and





6.2.8  Enforce
one or more remedies hereunder, successively or concurrently, and such action
shall not operate to estop or prevent Secured Party from pursuing any other or
further remedy Secured Party may have, and any repossession or retaking or sale
of the Collateral pursuant to the terms hereof shall not operate to release the
Borrower until full payment of any deficiency has been made in cash. The
Borrower shall reimburse Secured Party upon demand for, and Secured Party may
apply any proceeds of Collateral to, the costs and expenses, including, without
limitation, reasonable attorneys' fees, transfer taxes, and other charges
incurred by Secured Party in connection with any sale, disposition or retention
of any Collateral hereunder.





7


7.  Authority of Secured
Party. Secured Party shall have and be entitled to exercise all
powers hereunder which are specifically delegated to Secured Party by the terms
hereof, together
with such powers as are reasonably incident thereto. In connection with such
powers, upon the
occurrence of an Event of Default hereunder, Secured Party shall be entitled to
transfer into
street name or the name of a nominee or nominees any certificates or instruments representing
or evidencing any of the Collateral hereunder, and to have any such certificates
or instruments
exchanged for ones of smaller or larger denominations. Secured Party may perform any of
his or its duties hereunder or in connection with the Collateral by or through
agents or employees
and shall be entitled to retain counsel and to act in reliance upon the advice
of counsel
concerning all such matters. Neither Secured Party nor any director, officer,
employee, attorney,
or agent of Secured Party shall be liable to the Borrower for any action taken
or omitted
to be taken by it or them hereunder, except for Secured Party's or their own
gross negligence
or willful misconduct; nor shall Secured Party be responsible for the validity, effectiveness,
or sufficiency hereof or of any document or security furnished pursuant hereto. Secured
Party and such other persons shall be entitled to rely on any communication,
instrument, or
document believed by Secured Party or them to be genuine and correct and to have
been signed or
sent by the proper person or persons. The Borrower shall indemnify and hold
harmless Secured
Party and/or any such other person from and against any and all reasonable
costs, expenses,
including, without limitation, reasonable attorneys' fees, claims, or liability
incurred by
Secured Party or such person hereunder or in connection herewith, unless such
claim or liability
shall be due to willful misconduct or gross negligence on the part of Secured
Party or such
other person, as the case may be.





8.   Miscellaneous
Provisions.





8.1  Headings. The various
headings in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any provision
hereof.





8.2  Choice of Law. This
Agreement and the respective rights and obligations of the parties hereunder
shall be governed and construed in accordance with the laws of the State of
California, without reference to its principles of conflict of
laws.





8.3  Amendments. This
Agreement or any provision hereof may be changed, waived, or terminated only by
a statement in writing signed by the party against which such change, waiver or
termination is sought to be enforced.





8.4  No Waiver. No delay
in enforcing or failure to enforce any right under this Agreement by any party
to this Agreement shall constitute a waiver by such party of such right. No
waiver by any party of any default hereunder shall be effective unless in
writing, nor shall any waiver operate as a waiver of any other default or of the
same default on a future occasion.





8


8.5  Time of the Essence.
Time is of the essence of each provision of this Agreement of which time is an
element.





8.6  Entire Agreement.
This Agreement is intended by the parties as a final expression of their
agreement and is intended as a complete and exclusive statement of the terms and
conditions thereof. Acceptance of or acquiescence in a course of performance
rendered under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party had knowledge of
the nature of the performance and opportunity for objection.





8.7  Expenses of
Litigation. In the event of any legal action, equitable suit,
arbitration, or other proceeding arising out of or related to this Pledge
Agreement or the relationship of the parties created hereby (including, without
limitation, any action, suit or other proceeding brought by a party for the
enforcement of this Pledge Agreement or collection of any judgment, order, or
award issued by any court or tribunal of competent jurisdiction or arbitrator in
connection herewith), the successful or prevailing party shall be entitled to
recover his or its reasonable attorneys' fees and costs incurred in such
proceeding, whether incurred prior to or after commencement of such proceeding,
on appeal or otherwise, in addition to any other relief to which such party may
be entitled.





8.8  Arbitration. The
parties shall make a good faith effort to settle any dispute or claim arising
under this Agreement. If the parties fail to resolve such disputes or claims,
they shall submit them to binding arbitration under the Commercial Arbitration
Rules of the American Arbitration Association then in effect.





8.8.1 All
proceedings before the arbitrators shall be held in Los Angeles, California.





8.8.2  Discovery
shall be allowed pursuant to Section 1283.05 of the California Code of Civil
Procedure.





8.8.3  The costs
and fees of such arbitration shall be assessed by order of the arbitrators
pursuant to Section 8.7 hereof. In order to secure highly qualified arbitrators,
the parties agree to compensate the arbitrators at a daily rate generally
commensurate with the regular daily compensation of persons of such
caliber.





8.8.4  The
authority of the arbitrators shall be limited to the specific issue(s) submitted
to them by the parties for determination.





8.9   Statute of
Limitations. The Borrower hereby waives the right to plead any statute
of limitations as a defense to any indebtedness or obligation hereunder or
secured hereunder
to the full extent permitted by law.





9


8.10  Severability. If any
provision of this Agreement should be found to be invalid or unenforceable, all
of the other provisions shall nonetheless remain in full force and effect to the
maximum extent permitted by law.





8.11  Survival of
Provisions. All representations, warranties, and covenants of the
Borrower contained herein shall survive the execution and delivery of this
Agreement, and shall terminate only upon the full and final payment and
performance by the Borrower of its indebtedness and obligations secured
hereunder.





8.12  Power of Attorney.
The Borrower hereby appoints and constitutes Secured Party and its officers,
directors and legal counsel as the Borrower's attorneys-in-fact for purposes of
(a) collecting any Collateral; (b) conveying any item of Collateral to any
Borrower thereof; (c) making any payments or taking any acts under Section 5.6
hereof; and (d) sealing and delivering and otherwise completing and/or
perfecting any deed, assurance, agreement, instrument or act that may be
required for the purposes hereof. The authority hereunder shall include, without
limitation, the authority to endorse and negotiate, for Secured Party's account,
any checks or instruments in the name of the Borrower, to execute or receipt for
any document, to transfer title to any item of Collateral, and to take any other
actions necessary or incident to the powers granted to Secured Party in this
Agreement. This power of attorney is coupled with an interest and is irrevocable
by the Borrower.





8.13  Setoff. Secured Party
shall have the right, at any time, to setoff and apply any indebtedness or
obligation of the Borrower to Secured Party against any indebtedness or
obligation of Secured Party to the Borrower, without notice to or demand upon
the Borrower, any guarantor of any such indebtedness or obligation, or any other
person. The indebtedness and obligations which may be setoff hereunder include,
without limitation, any deposits held by Secured Party for the benefit or
account of the Borrower, and any indebtedness or obligations of any party,
whether or not unliquidated, contingent or unmatured at the time of such setoff,
and however such indebtedness or obligations were created or incurred. Secured
Party's right of setoff hereunder shall be in addition to and not in limitation
of any other rights or remedies which may exist in favor of Secured
Party.





8.14  Notice. All notices
and requests hereunder shall be in writing and shall be delivered in person or
by certified or registered mail, postage prepaid, or by overnight delivery
service such as Federal Express, addressed to:




Borrower:                                                     
National Lampoon, Inc.


8228
Sunset Blvd.


Los
Angeles, CA 90046







Secured


Party:                                                             
Robert Levy


c/o
Harabedian, Hall & Co.


3550
Wilshire Blvd., Suite 840


Los
Angeles, CA 90010




10


with copy
to:                                                Leslie
S. Klinger, Esq.


Kopple
& Klinger, LLP


10866
Wilshire Blvd., Suite 1500


Los
Angeles, California 90024







Such
notices and requests shall be deemed delivered on the day on which personally
delivered or, if delivered by mail, on the third (3rd) business day after
deposit in the United States mail, as evidenced by a post office receipt
furnished to the sender. Any party may change its address for receipt of notices
and requests hereunder by notice duly given to the other parties in accordance
with the provisions of this Section 8.14.





8.15  Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which shall together constitute one and the same
agreement.





8.16  Duty of Care. Secured
Party shall have no duty or obligation to care for the Collateral hereunder or
to take any actions to protect the value of the Collateral or any rights or
privileges the Borrower might have with respect thereto, except that Secured
Party shall exercise reasonable caution in the physical care of the Collateral
in Secured Party's possession.





8.17  Binding Effect. This
Agreement and the respective right and obligations of the parties hereunder
shall be binding upon and inure to the benefit of such parties and their
respective heirs, personal and legal representatives, successors and
assigns.





8.18  Termination of
Pledge. This Agreement and the security interest and pledge hereunder
shall not terminate until the full and final payment and performance of all
indebtedness due under the Note and the costs and expenses incurred by Secured
Party to enforce this Agreement or any rights hereunder. At such time, Secured
Party shall reassign and redeliver to the Borrower all of the Collateral
hereunder which has not been sold, disposed of, retained or applied by Secured
Party in accordance with the terms hereof. Such reassignment and redelivery
shall be without warranty by or recourse to Secured Party, and shall be at the
expense of the Borrower. Without limiting the generality of the foregoing, the
security interest and pledge hereunder shall not be terminated by the transfer
of any of the Collateral hereunder from Secured Party to the Borrower, or any
person designated by the Borrower, for the purpose of ultimate sale, exchange,
presentation, collection, renewal, or registration of transfer or for any other
purpose.





IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.