**EXHIBIT
      10.8**




**COMMERCIAL
        PLEDGE AGREEMENT**
 
 **Principal**
              **Loan
                  Date**
              **Maturity**
              **Loan
                  No**
              **Call
                  / Coll**
              **Account**
              **Officer**
              **Initials****$7,000,000.00**
              **01-31-2006**
              **09-28-2017**
              **25791389**
              **220
                  / 54**
              
              **MFL**References
                  in the shaded area are for Lender’s use only and do not limit the
                  applicability of this document to any particular loan or
                  item.
                Any
                  item above containing “ * * * “ has been omitted due to text length
                  limitations
 
 **Grantor:**
              **PREMIER
                  FINANCIAL BANCORP, INC. (TIN:**
                **61-1206757)**
                **2883
                  FIFTH AVE.**
                **HUNTINGTON,
                  WV 25702**
              ****
              **Lender:**
              **FIRST
                  GUARANTY BANK**
                **First
                  Guaranty Square Banking Center - Commercial**
                **Lending**
                **400
                  East Thomas Street**
                **P
                  0
                  Box 2009**
                **Hammond,
                  LA 70404-2009**
                **(985)
                  345-7685**
  **THIS
          COMMERCIAL PLEDGE AGREEMENT dated January 31, 2006, is made and executed
          between
          PREMIER FINANCIAL BANCORP, INC. ("Grantor") and FIRST GUARANTY BANK
          ("Lender").**
  **GRANT
          OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender
          a
          continuing security interest in the Collateral to secure the Indebtedness
          and
          agrees that Lender shall have the rights stated in this Agreement with
          respect
          to the Collateral, in addition to all other rights which Lender may have
          by
          law.**
  **COLLATERAL
          DESCRIPTION** .
          The
          word "Collateral" as used in this Agreement means individually, collectively
          and
          interchangeably Grantor's present and future rights, title and interest
          in and
          to, together with any and all present and future additions thereto,
          substitutions therefore, and replacements thereof, together with any and
          all
          present and future certificates and/or instruments evidencing any Stock
          and
          further together with all Income and Proceeds as described herein:
  **10000
          Shares of BOONE COUNTY BANK, INC. Stock, CERTIFICATE #1**
  **CROSS-COLLATERALIZATION.** In
          addition to the Note, this Agreement secures all obligations, debts and
          liabilities, plus interest thereon, of Grantor to Lender, or any one or
          more of
          them, as well as all claims by Lender against Grantor or any one or more
          of
          them, whether now existing or hereafter arising, whether related or unrelated
          to
          the purpose of the Note, whether voluntary or otherwise, whether due or
          not due,
          direct or indirect, determined or undetermined, absolute or contingent,
          liquidated or unliquidated whether Grantor may be liable individually or
          jointly
          with others, whether obligated as guarantor, surety, accommodation party
          or
          otherwise, and whether recovery upon such amounts may be or hereafter may
          become
          barred by any statute of limitations, and whether the obligation to repay
          such
          amounts may be or hereafter may become otherwise unenforceable. **(Initial Here /s/ RWW)**
  **DELIVERY
          OF COLLATERAL** .
          Contemporaneous with/he execution of this Agreement, Grantor has delivered
          or
          will deliver to Lender or Lender's designated agent the above described
          Collateral, including without limitation, any and all certificates and
          instruments evidencing Grantor's Stock subject to this Agreement, appropriately
          endorsed in blank, together with irrevocable stock powers also endorsed
          in
          blank. As long as this Agreement remains in effect, Grantor further agrees
          to
          immediately deliver to Lender, or Lender's designated agent, any and all
          additions to or substitutions or replacements for the Collateral, including
          without limitation any and all future certificates representing Stock subject
          to
          this Agreement that are subsequently issued in Grantor's favor or that
          Grantor
          otherwise holds or owns. In the event that Grantor is unable to deliver
          any of
          the Collateral to Lender or Lender's designated agent at the time this
          Agreement
          is executed, or should Grantor ever withdraw or obtain temporary possession
          of
          any of the Collateral while this Agreement remains in effect, either under
          a
          trust receipt or otherwise. Grantor unconditionally agrees to deliver
          immediately to Lender the Collateral or, alternatively, such substitute
          or
          replacement collateral security as may then be satisfactory to
          Lender.
  **CONTINUING
          SECURITY INTEREST TO SECURE PRESENT AND FUTURE
          INDEBTEDNESS.** Grantor
          affirms that Grantor has granted a continuing security interest in the
          Collateral in favor of Lender to secure any and all present and future
          Indebtedness of Grantor in favor of Lender, as may be outstanding from
          time to
          time set forth above, in principal, interest, costs, expenses, reasonable
          attorneys' fees and other fees and charges, with the continuing preferences
          and
          priorities provided under applicable Louisiana law. Grantor agrees that
          all such
          additional loans and Indebtedness will be secured under this Agreement
          without
          the necessity that Grantor (or any of them) agree or consent to such a
          result at
          the time such additional loans are made and Indebtedness incurred, without
          the
          further necessity that the note or notes evidencing such additional loans
          or
          Indebtedness refer to the fact that such notes are secured by this Agreement.
          Grantor further agrees Grantor may not subsequently have a change of mind
          and
          insist that any such additional loans or Indebtedness not be secured by
          this
          Agreement unless Lender specifically agrees to such a request in
          writing.
  **DURATION
          OF AGREEMENT** .
          This
          Agreement shall remain in full force and effect until such time as this
          Agreement and the security interests created hereby are terminated and
          cancelled
          by Lender under a written cancellation instrument in favor of
          Grantor.
  **ADDITIONAL
          COLLATERAL.** In the
          event that any of the Collateral should at any time decline in value or
          become
          unsatisfactory to Lender for any reason, Grantor agrees to immediately
          provide
          Lender with such additional collateral security as may then be acceptable
          to
          Lender.
  **GRANTOR'S
          OBLIGATIONS TO DELIVER STOCK CERTIFICATES, DIVIDENDS, DISTRIBUTIONS,
          ETC..** In the
          event that Grantor should ever receive any: (A) certificates or instruments
          representing any of the Stock, including without limitation, any certificates
          or
          instruments representing a stock dividend, or Stock issued in connection
          with
          any increase or reduction of capital, reclassification, merger, consolidation,
          sale of assets, combination of shares, stock split, spin-off, or split-off
          or
          any renewal or refinancing of any Stock; (B) options, warrants or rights,
          whether as an addition to, or in substitution of, or exchange for, any
          of the
          Stock, or otherwise; (C) non-cash dividends or other distributions payable
          in
          property, including securities issued by third parties other than the issuer(s)
          of the Stock; (E) proceeds or payments, whether in cash or otherwise, derived
          or
          to be derived from the sale, transfer, assignment, delivery or other
          distribution of the Stock; then Grantor shall accept the same as Lender's
          agent,
          in trust for and on behalf of Lender, and Grantor shall deliver them forthwith
          to Lender in the exact form received, with Grantor's endorsement in blank,
          when
          necessary, or with irrevocable Stock powers duly executed by Lender in
          blank,
          with the same to be held in pledge by Lender, subject to the terms and
          conditions of this Agreement, as collateral security for repayment of the
          Indebtedness, as heretofore stated.
  **REPRESENTATIONS
          AND WARRANTIES WITH RESPECT TO THE COLLATERAL.** Grantor
          represents and warrants to Lender that;
  **Ownership.** Grantor
          at all times will continue to be the legal and lawful owner of the Collateral
          free and clear of all security interests, liens, Encumbrances and claims
          of
          others except as disclosed to and accepted by Lender in writing prior to
          execution of this Agreement.
  **Right
          to Pledge.** Grantor
          has the right, power and authority to enter into this Agreement and to
          grant a
          continuing security interest in the Collateral in favor of Lender.
  **Authorization** .
          Grantor's execution, delivery, and performance of this Agreement and all
          the
          Related Documents have been duly authorized by all necessary action by
          Grantor
          and do not conflict with, result in a violation of, or constitute a default
          under (1) any provision of (a) Grantor's articles of incorporation or
          organization, or bylaws, or (b) any agreement or other instrument binding
          upon
          Grantor or (2) any law, governmental regulation, court decree, or order
          applicable to Grantor or to Grantor's properties.
  **Perfection
          of Security Interest.** Upon
          delivery of the Collateral to Lender, including without limitation delivery
          of
          the certificates and/or instruments evidencing and representing the Stock,
          this
          Agreement shall create a valid first lien upon, and perfect a security
          interest
          in the Collateral subject to no prior security interest, lien, charge,
          individually, collectively and interchangeably any and all presently existing
          and/or future mortgages, liens, privileges and other contractual and/or
          statutory security interests and rights, of every nature and kind, whether
          in
          admiralty, at law, or in equity, that now and/or in the future may affect
          the
          Collateral or any part or parts thereof, or other agreement purporting
          to grant
          to any third party a security interest in the Collateral.
  **Notice
          to Obligors** .
          Upon
          request by Lender, Grantor immediately will notify individual obligors
          under
          Grantor's Collateral or Rights, advising such obligors of the fact that
          their
          obligations have been collaterally assigned and pledged to Lender. In the
          event
          that Grantor should fail to provide such notices for any reason upon Lender's
          request. Grantor agrees that Lender may forward appropriate notices to
          such
          obligors either in Lender's name or in Grantor's name.
  
  
   **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    2**
  **Authority;
          Binding Effect** .
          Grantor has the full right, power and authority to enter into this Agreement
          and
          to grant a security interest in the Collateral to Lender, This Agreement
          is
          binding upon Grantor as well as Grantor's successors and assigns, and is
          legally
          enforceable in accordance with its terms. The foregoing representations
          and
          warranties, and all other representations and warranties contained In this
          Agreement are and shall be continuing in nature and shall remain in full
          force
          and effect until such time as this Agreement is terminated or cancelled
          as
          provided herein.
  **Valid
          Issuance of Stock** .
          All of
          the Stock have been duly and validly issued and are fully paid and
          non-assessable.
  **Ownership
          of Stock.** Unless
          otherwise previously disclosed to Lender in writing, the shares of Stock
          subject
          to this Agreement constitute all shares owned by of Grantor of the issued
          and
          outstanding shares of the capital stock of the corporation or corporations
          listed above.
  **Free
          Transferability of Stock.** Unless
          otherwise previously disclosed to Lender in writing, all of the shares
          of Stock
          are freely transferable and subject to sale without being subject to
          limitations, restriction, stock legends, or prohibitive covenants under
          any
          agreements, or otherwise under which Grantor or the issuer of any such
          Stock may
          be bound or obligated.
  **Stock
          Dividend; Stock Split** .
          In
          order to prevent Lender's collateral position from becoming diluted by
          any stock
          dividends or stock splits, Grantor agrees to notify Lender immediately
          when
          knowledge of any such transaction or transactions becomes known, and to
          deliver
          all of the stock certificates to Lender for pledging within five (5) days
          of
          receipt of the stock dividend and/or stock split together with appropriately
          executed stock powers.
  **No
          Further Assignment** .
          Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise
          dispose of any of Grantor's rights in the Collateral except as provided
          in this
          Agreement.
  **No
          Defaults** .
          There
          are no defaults existing under the Collateral, and there are no offsets
          or
          counterclaims to the same. Grantor will strictly and promptly perform each
          of
          the terms, conditions, covenants and agreements, if any, contained in the
          Collateral which are to be performed by Grantor.
  **No
          Violation** .
          The
          execution and delivery of this Agreement will not violate any law or agreement
          governing Grantor or to which Grantor is a party, and its certificate or
          articles of incorporation and bylaws do not prohibit any term or condition
          of
          this Agreement.
  **Financing
          Statements.** Grantor
          authorizes Lender to file a UCC financing statement, or alternatively,
          a copy of
          this Agreement to perfect Lender's security interest. At Lender's request,
          Grantor additionally agrees to sign all other documents that are necessary
          to
          perfect, protect, and continue Lender's security interest in the Property.
          Grantor will pay all filing fees, continuation fees, termination fees,
          title
          transfer fees, and other fees and costs involved. Grantor irrevocably appoints
          Lender to execute documents necessary to transfer title if there is a default.
          Lender may file a carbon, photographic, facsimile or other reproduction
          copy of
          this Agreement as a UCC financing statement. Lender may also file a carbon,
          photographic, facsimile or other reproduction copy of Grantor's UCC financing
          statement. If Grantor changes Grantor's name or address, or the name or
          address
          of any person granting a security interest under this Agreement changes,
          Grantor
          will promptly notify the Lender of such change.
  **LENDER'S
          RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.** Lender
          shall have the following rights in addition to all other rights Lender
          may have
          by law:
  **Maintenance
          and Protection of Collateral.** Lender
          may, but shall not be obligated to, take such steps as it deems necessary
          or
          desirable to protect, maintain, insure, store, or care for the Collateral,
          including paying of any liens or claims against the Collateral. This may
          include
          such things as hiring other people, such as attorneys, appraisers or other
          experts. Lender may charge Grantor for any cost incurred in so doing. When
          applicable law provides more than one method of perfection of Lender's
          security
          interest. Lender may choose the method(s) to be used. Lender may also require
          Grantor to notify, or Lender may notify, third parties of the fact that
          the
          Collateral has been pledged to Lender. If the Collateral consists of stock,
          bonds or other investment property for which no certificate has been issued,
          Grantor agrees, at Lender's request, either to request issuance of an
          appropriate certificate or to give instructions on Lender's forms to the
          issuer,
          transfer agent, mutual fund company, or broker, as the case may be, to
          record on
          its books or records Lender's security interest in the Collateral. Grantor
          also
          agrees to execute any additional documents, including but not limited to,
          a
          control agreement, necessary to perfect Lender's security interest as Lender
          may
          desire.
  Where
          it
          is necessary for Lender to enforce performance, payment and delivery of
          any such
          Income and Proceeds from the Obligor therefore, Grantor unconditionally
          agrees
          that Lender may compromise or take such other actions, either in Grantor's
          name
          or in Lender's name as Lender may deem appropriate, within Lender's sole
          judgment, with regard to performance, collection and payment of the same,
          without affecting the obligations and liabilities of Grantor under this
          Agreement or any Indebtedness secured by this Agreement. In order to further
          permit the foregoing, Grantor agrees that Lender shall have the additional
          irrevocable rights, coupled with an interest, to: (1) receive, open and
          dispose
          of all mail addressed to Grantor pertaining to any of the Collateral; (2)
          notify
          the postal authorities to change the address and delivery of mail addressed
          to
          Grantor pertaining to any of the Collateral to such address as Lender may
          designate; and (3) endorse Grantor's name on any and all notes, acceptances,
          checks, drafts, money orders or other instruments of payment of such Income
          and
          Proceeds that may come into Lender's possession, and to deposit or otherwise
          collect the same, applying such funds to the unpaid balance of the Indebtedness
          in the manner provided below.
  In
          the
          event that Grantor should, for any reason, receive any Income and Proceeds
          subject to this Agreement, and Grantor should deposit such funds into one
          or
          more of Grantor's deposit accounts, no matter where located. Lender shall
          have
          the additional right following any Event of Default under this Agreement,
          to
          attach any and all of Grantor's deposit accounts in which such funds may
          have
          been deposited, whether or not any such funds were commingled with other
          funds
          of Grantor, and whether or not any such funds then remain on deposit in
          such an
          account or accounts. To this end. Grantor additionally collaterally assigns
          and
          pledges to Lender and grants to Lender a continuing security interest in
          and to
          any and all of Grantor's present and future rights, title and interest
          in and to
          any and all funds that Grantor may now or in the future maintain on deposit
          with
          banks, savings and loan associations and other financial institutions,
          as well
          as money market accounts with other types of entities, in which Grantor
          at any
          time may deposit any such Income and Proceeds.
  **Application
          of Cash.** At
          Lender's option, Lender may apply any cash, whether included in the Collateral
          or received as Income and Proceeds or through liquidation, sale, or retirement,
          of the Collateral, to the satisfaction of the Indebtedness or such portion
          thereof as Lender shall choose, whether or not matured. Lender may alternatively
          and at its sole option and election hold such cash as additional "cash
          collateral" to secure the Indebtedness.
  **Transactions
          with Others.** Lender
          may (1) extend time for payment or other performance, (2) grant a renewal
          or
          change In terms or conditions, or (3) compromise, compound or release any
          obligation, with any one or more Obligors, endorsers, or Guarantors of
          the
          Indebtedness as Lender deems advisable, without obtaining the prior written
          consent of Grantor, and no such act or failure to act shall affect Lender's
          rights against Grantor or the Collateral.
  **Perfection
          of Security Interest.** Grantor
          agrees to take whatever actions are requested by Lender to perfect and
          continue
          Lender's security interest in the Collateral. Upon request of Lender, Grantor
          will deliver to Lender any and all of the documents evidencing or constituting
          the Collateral, and Grantor will note Lender's interest upon any and all
          chattel
          paper and instruments if not delivered to Lender for possession by Lender.
          When
          applicable law provides more than one method of perfection of Lender's
          security
          interest. Lender may choose the method(s) to be used. Upon Lender's request.
          Grantor will sign and deliver any writings necessary to perfect Lender's
          security interest. If the Collateral consists of investment property for
          which
          no certificate has been issued, Grantor agrees, at Lender's option, either
          to
          request issuance of an appropriate certificate or to execute appropriate
          instructions on Lender's forms instructing the issuer, transfer agent,
          mutual
          fund company, or broker, as the case may be, to record on its books or
          records,
          by book-entry, initial transaction statement, registered by pledge, or
          otherwise, Lender's security interest in the Collateral.
  **All
          Collateral Secures Indebtedness.** All
          Collateral shall be security for the Indebtedness, whether the Collateral
          Is
          located at one or moreoffices or branches of Lender. This will be the case
          whether or not the office or branch where Grantor obtained Grantor's loan
          knows
          about the Collateral or relies upon the Collateral as security.
  
  
  **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    3**
  **Collection
          of Collateral.** Lender
          at Lender's option may, but need not, collect the Income and Proceeds directly
          from the Obligors. Grantor authorizes and directs the Obligors, if Lender
          decides to collect the Income and Proceeds, to pay and deliver to Lender
          all
          Income and Proceeds from the Collateral and to accept Lender's receipt
          for the
          payments.
  **LENDER'S
          EXPENDITURES** .
          Grantor recognizes and agrees that Lender may Incur certain expenses in
          connection with Lender's exercise of rights under this Agreement, It any
          action
          or proceeding is commenced that would materially affect Lender's interest
          in the
          Collateral or If Grantor (alls to comply with any provision of this Agreement
          or
          any Related Documents, including but not limited to Grantor's failure to
          discharge or pay when due any amounts Grantor is required to discharge
          or pay
          under this Agreement or any Related Documents, Lender on Grantor's behalf
          may
          (but shall not be obligated to) take any action that Lender deems appropriate,
          including but not limited to discharging or paying all taxes, Encumbrances
          and
          other claims, at any time levied or placed on the Collateral and paying
          all
          costs for insuring, maintaining and preserving the Collateral, including
          without
          limitation, the purchase of insurance protecting only Lender's Interest
          in the
          Collateral, Lender may further take such other action or actions and incur
          such
          additional expenditures as Lender may deem to be necessary and proper to
          cure or
          rectify any actions or inactions on Grantor's part as may be required under
          this
          Agreement. Nothing under this Agreement or otherwise shall obligate Lender
          to
          take any such actions or to incur any such additional expenditures on Grantor's
          behalf, or as making Lender in any way responsible or liable for any loss,
          damage, or injury to the Collateral, to Grantor, or to any other person
          or
          persons, resulting from Lender's election not to take such actions or to
          Incur
          such additional expenses. In addition, Lender's election to take any such
          actions or to incur such additional expenditures shall not constitute a
          waiver
          or forbearance by Lender of any Event of Default under this Agreement.
          All such
          expenditures incurred or paid by Lender for such purposes will then bear
          interest at the rate charged under the Note from the date incurred or paid
          by
          Lender to the date of repayment by Grantor. All such expenses will become
          a part
          of the Indebtedness and, at Lender's option, will |A) be payable on demand;
          (B)
          be added to the balance of the Note and be apportioned among and be payable
          with
          any installment payments to become due during either [11 the term of any
          applicable insurance policy, or (2) the remaining term of the Note; or
          (C) be
          treated as s balloon payment which will be due and payable at the Note's
          maturity. The Agreement also will secure payment of these amounts. Such
          right
          shall be in addition to all other rights and remedies to which Lender may
          be
          entitled upon Default,
  **LIMITATIONS
          ON OBLIGATIONS OF LENDER.** Lender
          shall use ordinary reasonable care in the physical preservation and custody
          of
          the Collateral in Lender's possession, but shall have no other obligation
          to
          protect the Collateral or its value. In particular, but without limitation,
          Lender shall have no responsibility for (A| any depreciation in value of
          the
          Collateral or for the collection or protection of any Income and Proceeds
          from
          the Collateral, (B) preservation of rights against parties to the Collateral
          or
          against third persons, (C) ascertaining any maturities, calls, conversions,
          exchanges, offers, tenders, or similar matters relating to any of the
          Collateral, or (D) informing Grantor about any of the above, whether or
          not
          Lender has or is deemed to have knowledge of such matters. Except as provided
          above. Lender shall have no liability or depreciation or deterioration
          of the
          Collateral.
  **EVENTS
          OF DEFAULT.** The
          following actions or inactions or both shall constitute Events of Default
          under
          this Agreement:
  **Default
          Under Loan Agreement.** If an
          Event of Default occurs or exists under the terms of Grantor's Loan Agreement
          In
          favor of Lender.
  **Default
          Under the Note.** Should
          Grantor default in the payment of principal or interest under the Note
          or any of
          the Indebtedness.
  **Default
          Under this Agreement.** Should
          Grantor violate, or tall to comply fully with any of the terms and conditions
          of. or default under this Agreement.
  **Default
          Under other Agreements** .
          Should
          any default occur or exist under any Related Document which directly or
          Indirectly secures repayment of any of the Indebtedness.
  **Other
          Defaults in Favor of Lender** .
          Grantor or any guarantor defaults under any other loan, extension of credit,
          security right, instrument, document, or agreement, or obligation in favor
          of
          Lender,
  **Insolvency.** Should
          the suspension, failure or insolvency, however evidenced, of Grantor or
          any
          Guarantor occur or exist.
  **Readjustment
          of Indebtedness.** Should
          proceedings for readjustment of indebtedness, reorganization, composition
          or
          extension under any insolvency law be brought by or against Grantor or
          any
          Guarantor,
  **Assignment
          for Benefit of Creditors** .
          Should
          Grantor or any Guarantor file proceedings for a respite or make a general
          assignment for the benefit of creditors.
  **Receivership** .
          Should
          a receiver of all or any pert of Grantor's property, or the property **of** any
          Guarantor, be applied for of appointed.
  **Dissolution
          Proceedings.** Proceedings for the dissolution or appointment of a liquidator of Grantor
          or any
          guarantor are commenced.
  **Insufficient
          Market Value of Securities.** Stock:
          The Collateral to loan percentage falls below 250.00%; and as a result
          of the
          deterioration of the market value of the Collateral, Grantor does not,
          by the
          close of business on the next business day after Grantor has received notice
          from Lender of the deterioration, either (1) reduce the amount of the
          Indebtedness in this loan as required by Lender or (2) pledge or grant
          an
          additional security interest to increase the value of the Collateral as
          required
          by Lender.
  **False
          Statements** .
          Any
          warranty, representation or statement made or furnished to Lender by Grantor
          or
          on Grantor's behalf, the Note, la false or misleading in any material respect,
          either now or at the time mode or furnished or becomes false or misleading
          at
          any lime the re after.
  **Insecurity.** Lender
          !n good faith believes itself Insecure with regard to repayment of the
          Indebtedness.
  **RIGHTS
          AND REMEDIES ON DEFAULT** .
          If an
          Event of Default occurs under this Agreement, at any lime thereafter. Lender
          may
          exercise any one or more of the following rights and remedies:
  **Accelerate
          Indebtedness** .
          Lender, at its sole option, may accelerate the maturity and declare and
          demand
          immediate payment in full of any and all Indebtedness secured hereby in
          principal, interest, costs, expenses, attorneys' fees and other fees and
          charges.
  **Collect
          the Collateral** .
          Collect any of the Collateral and, at Lender's option retain possession
          thereof
          while suing on the Indebtedness.
  **Sell
          the Collateral.** Sell
          the Collateral, at Lender's discretion, as a unit or in parcels, at one
          or more
          public or private sales, or through any exchange or broker, at such prices
          and
          on such terms as Lender may deem best, for cash or on credit or future
          delivery,
          without assumption of any credit risk, without any further demand or notice
          upon
          Grantor for performance, without appraisal, without the Intervention of
          any
          court and without any formalities other than those provided herein. For
          purposes
          of selling the Collateral, Lender has been and is hereby made and constituted
          the agent of Grantor, such agency being coupled with an interest. Unless
          the
          Collateral is perishable or threatens to decline speedily in value or is
          of a
          type customarily sold on a recognized market, Lender shall give or mail
          to
          Grantor, and other persons as required by law, notice at least ten (10)
          days in
          advance of the time and place of any public sale. Or of the time after
          which any
          private sale may be made. Grantor agrees that any requirement of reasonable
          notice as to Grantor is satisfied if Lender mails notice by ordinary mail
          addressed to Grantor at the last address Grantor has given Lender in writing.
          If
          a public sale is held, there shall be sufficient compliance with all
          requirements of notice to the public by a single publication in any newspaper
          of
          general circulation In the parish or county where the Collateral is located,
          setting forth the time and place of sale and a brief description of the
          property
          to be sold. Lender may be a purchaser at any public sale. Grantor agrees
          that
          any such sale shall be conclusively deemed to be conducted In a commercially
          reasonable manner if it Is made consistent with the standard of similar
          sales of
          collateral by commercial banks in Hammond, Louisiana.
  **Rights
          and Remedies with Respect to Investment Property, Financial Assets and
          Related
          Collateral** .
          In
          addition to other rights and remedies granted under this Agreement and
          under
          applicable law, Lender may exercise any or all of the following rights
          end
          remedies: (1) register with any issuer or broker or other securities
          intermediary any of the Collateral consisting of Investment properly or
          financial assets (collectively herein, "investment property") in Lender's
          sole
          name or in the name of Lender's broker, agent or nominee; (2) cause any
          Issuer,
          broker or other securities Intermediary to deliver to Lender any of the
          Collateral consisting of securities, or investment property capable of
          being
          delivered; (3) enter into a control agreement or power of attorney with
          any
          issuer or securities intermediary with respect to any Collateral consisting
          of
          investment property, on such terms as Lender may deem appropriate, in its
          sole
          discretion, including without limitation, an agreement granting to Lender
          any of
          the rights provided hereunder without further notice to or consent by Grantor;
          (4) execute any such control agreement on Grantor's behalf and in Grantor's
          name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
          coupled with an interest, for the purpose of executing such control agreement
          on
          Grantor's behalf; (5) exercise any and all rights of Lender under any such
          control agreement or power of attorney; (6) exercise any voting, conversion,
          registration, purchase, option, or other rights with respect to any Collateral;
          (7) collect, with or without legal action, and issue receipts concerning
          any
          notes, checks, drafts, remittances or distributions that are paid or payable
          with respect to any Collateral consisting of investment property. Any control
          agreement entered with respect to any investment property shall contain
          the
          following provisions, at Lender's discretion. Lender shall be authorized
          to
          instruct the issuer, broker or other securities intermediary to take or
          to
          refrain from taking such
  
  **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    4**
  Grantor
          actions with respect to the Investment properly as Lender may instruct,
          without
          further notice to or consent by Grantor. Such actions may include without
          limitation the issuance of entitlement orders, account instructions, general
          trading or buy or sell orders, transfer and redemption orders, end Stop
          Loss
          orders. Lender shall be further entitled to instruct the issuer, broker
          or
          securities intermediary to sell or to liquidate any investment property,
          or to
          pay the cash surrender or account termination value with respect to any
          and all
          investment property, and to deliver such payments and liquidation proceeds
          to
          Lender. Any such control agreement shall contain such authorizations as
          are
          necessary to place Lender in "control" of such investment collateral, as
          contemplated under the provisions of the Uniform Commercial Code, and shall
          fully authorize Lender to issue "entitlement orders" concerning the transfer,
          redemption, liquidation or disposition **** of **** investment
          collateral, in conformance with the provisions of the Uniform Commercial
          Code.
  **Sale
          of Stock.** Grantor
          recognizes that Lender may not be able to effect a public sale on all or
          any
          part of the Stock, and Lender may be compelled or deem it best to resort
          to one
          or more private sales to a restricted group of purchasers, who may be obligated
          to agree, among other things, to acquire the Stock for their own account
          for
          Investment purposes only and not with a view of distribution or resale.
          Grantor
          acknowledges that any private sale of the Stock may be at prices and on
          terms
          less favorable than those of public sales, and Grantor unconditionally
          agrees
          that such private sales shall be deemed to have been made in a commercially
          reasonable manner, and that Lender has no obligation to delay the sale
          of any
          Stock to permit the issuers] to register it for sale under the Securities
          Act of
          1933, *as* amended
          (the "Securities Act") or to qualify such Stock under the "Blue Sky" laws
          of any
          state. Grantor additionally agrees to use Grantor's best efforts to cause
          any
          issuer, transfer agent, or registrar of the Stock to take all such actions
          and
          execute all such documents as may be necessary or appropriate, upon request
          by
          Lender, (1) to remove any restrictive legends placed on the Stock that
          are not
          legally required, (2) to effect any sale or sales of the Stock in accordance
          with Rule 144 of the Securities Act, and/or (3) to effect any sale or other
          disposition of the Stock at any lawful public or private sale or other
          disposition.
  **Registration
          of Stock** .
          If
          Lender shall elect to exercise Lender's right to sell or otherwise dispose
          of
          all or any of the Stock at public or private sale, and if, in the opinion
          of
          Lender's counsel, it is necessary to have the or any portion thereof registered
          under the provisions of the Securities Act, Grantor unconditionally agrees
          and
          covenants to use Grantor's best efforts to cause: (1) the issuers of the
          Stock,
          its directors and officers, to take all action necessary to register the
          Stock
          or the portion of the Stock to be disposed of, under the provisions of
          the
          Securities Act, at Grantor's expense; (2) the registration statement relating
          to
          the Stock to become effective and to remain so for not less than one (1)
          year
          from the date of the first public offering of the or that portion of the
          Stock
          to be disposed of, and to make all amendments thereto and to the related
          prospectus, which, in the opinion of Lender and Lender's counsel, may be
          necessary or advisable, all in conformity with requirements of the Securities
          Act and the rules and regulations of the Securities and Exchange Commission
          applicable thereto; (3) the issuers of the Stock to comply with the provisions
          of the "Blue Sky" laws of any jurisdiction that the Lender shall designate;
          and
          (4) the issuers of the Stock to make available to its security holders,
          as soon
          as practical (but in no event later than sixteen (16) months after the
          effective
          date of such registration statement), an earning statement which need not
          be
          audited) covering a period of at least twelve (12) months beginning with
          the
          first month after the effective date of any such registration statement,
          which
          earnings statement will satisfy the provisions of Section 11(a) of the
          Securities Act. Grantor acknowledges that a breach of any of the covenants
          contained in this section of the Agreement may cause irreparable injury
          to
          Lender, and that Lender will have no adequate remedy at law with respect
          to any
          such breach, and, as a consequence, the Grantor's covenants as set forth
          in this
          Agreement are enforceable against Grantor. Grantor hereby waives, to the
          extent
          such waiver is enforceable under law, and Grantor shall not assert, any
          defenses
          against an action for specific performance of such covenants, except for
          a
          defense that Grantor is not in default under any of Grantor's Indebtedness
          in
          favor of Lender.
  **Rights
          and Remedies with Respect to Investment Property, Financial Assets and
          Related
          Collateral.** In
          addition to other rights and remedies granted under this Agreement and
          under
          applicable law, Lender may exercise any or all of the following rights
          and
          remedies; (1) register with any issuer or broker or other securities
          intermediary any of the Collateral consisting of investment property or
          financial assets (collectively herein, "investment property") in Lender's
          sole
          name or in the name of Lender's broker, agent or nominee; (2) cause any
          issuer,
          broker or other securities intermediary to deliver to Lender any of the
          Collateral consisting of securities, or investment property capable of
          being
          delivered; (3) enter into a control agreement or power of attorney with
          any
          issuer or securities intermediary with respect to any Collateral consisting
          of
          investment property, on such terms as Lender may deem appropriate, in its
          sole
          discretion, including without limitation, an agreement granting to Lender
          any of
          the rights provided hereunder without further notice to or consent by Grantor;
          (4) execute any such control agreement on Grantor's behalf and In Grantor's
          name, and hereby irrevocably appoints Lender as agent and attorney-in-fact,
          coupled with an interest, for the purpose of executing such control agreement
          on
          Grantor's behalf; (5) exercise any and all rights of Lender under any such
          control agreement or power of attorney; (6) exercise any voting, conversion,
          registration, purchase, option, or other rights with respect to any Collateral;
          (7) collect, with or without legal action, and issue receipts concerning
          any
          notes, checks, drafts, remittances or distributions that are paid or payable
          with respect to any Collateral consisting of investment property. Any control
          agreement entered with respect to any investment property shall contain
          the
          following provisions, at Lender's discretion. Lender shall be authorized
          to
          instruct the issuer, broker or other securities intermediary to take or
          to
          refrain from taking such actions with respect to the investment property
          as
          Lender may instruct, without further notice to or consent by Grantor. Such
          actions may include without limitation the issuance of entitlement orders,
          account instructions, general trading or buy or sell orders, transfer and
          redemption orders, and stop loss orders. Lender shall be further entitled
          to
          instruct the issuer, broker or securities intermediary to sell or to liquidate
          any investment property, or to pay the cash surrender or account termination
          value with respect to any and all investment property, and to deliver all
          such
          payments and liquidation proceeds to Lender. Any such control agreement
          shall
          contain such authorizations as are necessary to place Lender in "control"
          of
          such investment collateral, as contemplated under the provisions of the
          Uniform
          Commercial Code, and shall fully authorize Lender to issue "entitlement
          orders"
          concerning the transfer, redemption, liquidation or disposition of investment
          collateral, in conformance with the provisions of the Uniform Commercial
          Code.
  **Lender's
          Right to Vote Stock** .
          Immediately and without further notice, upon the occurrence of any Event
          of
          Default under this Agreement, whether or not the Stock may have previously
          been
          registered in the name of Lender or in the name of Lender's nominee, Lender
          or
          its nominee shall have the right to exercise all voting rights with respect
          to
          the Stock. Lender or its nominee shall have the further right to exercise
          any
          and all additional corporate rights and all other conversion, exchange,
          or
          subscription rights, privileges and/or options with regard thereto, including,
          without limitation, the right to exchange any and all shares of Stock upon
          the
          merger, consolidation, reorganization, recapitalization or other readjustment
          of
          the issuer(s) thereof, or upon the exercise by any such issuer(s) of any
          rights,
          privileges or options pertaining thereto. Lender or its nominee shall have
          the
          additional right to deliver the Stock to any committee, depository, transfer
          agent, registrar or other designated agency upon such terms and conditions
          as
          Lender may determine, all without liability except to account for property
          actually received by Lender, Lender shall have no duty to exercise any
          of the
          foregoing rights, privileges or options and shall not be responsible for
          any
          failure to do so or delay in doing so. Lender may by written notice to
          Grantor,
          relinquish, either partially or completely in accordance with any terms
          or
          conditions Lender may set forth in such notice, any or all voting rights
          Lender
          may acquire pursuant to this Agreement.
  **Foreclosure** .
          Maintain a judicial suit for foreclosure and sale of the Collateral.
  **Specific
          Performance.** Lender
          may, in addition to or in lieu of the foregoing remedies, in Lender's sole
          discretion, commence an appropriate action against Grantor seeking specific
          performance of any covenant contained in this Agreement or in aid of the
          execution or enforcement of any power in this Agreement granted.
  **Transfer
          Title** .
          Effect
          transfer of title upon sale of all or part of the Collateral. For this
          purpose,
          Grantor irrevocably appoints Lender as Grantor's attorney-in-fact to execute
          endorsements, assignments and Instruments in the name of Grantor and each
          of
          them (if more than one) as shall be necessary or reasonable.
  **Other
          Rights and Remedies.** Have
          and exercise any or all of the rights and remedies of a secured creditor
          under
          the provisions of the Louisiana Commercial Laws (La. R.S. 10: 9-101, et
          seq.),
          at law, in equity, or otherwise.
  **Application
          of Proceeds and Payments.** Any and
          all proceeds, interest, profits, and Income and Proceeds that Lender actually
          receives and collects, whether resulting from the public or private sale
          of the
          Collateral and/or collection or exercise of any of Lender's rights provided
          hereunder, shall be applied first to reimburse Lender for its costs of
          collecting the same (including, but not limited to, any attorneys' fees
          incurred
          by Lender and Lender's court costs, whether or not there is a lawsuit,
          including
          any fees on appeal incurred by Lender in connection with the collection
          or sale
          of the Collateral, with the balance being applied to principal, interest,
          costs,
          expenses, attorneys' fees and other fees and charges under the Indebtedness,
          in
          such order and with such preferences and priorities as Lender shall determine
          within its sole discretion.
  **Election
          of Remedies.** Except **** as
          may
          be prohibited by applicable law, all of Lender's rights and remedies, whether
          evidenced by this Agreement, the Related Documents, or by any other writing,
          shall be cumulative and may be exercised singularly or concurrently. Election
          by
          Lender to pursue any remedy shall not exclude pursuit of any other remedy,
          and
          an election to make expenditures or to take action to perform an obligation
          of
          Grantor under this Agreement, after Grantor's failure to perform, shall
          not
          affect Lender’s right to declare a default and exercise its remedies. Nothing
          under this Agreement or otherwise shall be construed so as to limit or
          restrict
          the rights and remedies available to Lender following an Event of Default,
          or in
          any way to limit or restrict the rights and ability of Lender to proceed
          directly against Grantor and/or against any other co-maker, guarantor,
          surety or
          endorser and/or to proceed against any other collateral directly or indirectly
          securing the Indebtedness.
  
  **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    5**
  **PROTECTION
          OF LENDER'S SECURITY RIGHTS** .
          Grantor agrees to appear in and to defend all actions or proceedings purporting
          to affect Lender's security rights and interests granted under this Agreement.
          In the event that Lender elects to defend any such action or proceeding,
          Grantor
          agrees to reimburse Lender for Lender's costs associated therewith, including
          without limitation, Lender's attorneys' fees, which additional costs and
          expenses shall be secured by this Agreement.
  **INDEMNIFICATION
          OF LENDER.** Grantor
          agrees to indemnify, to defend and to save and hold Lender harmless from
          any and
          all claims, suits, obligations, damages, losses, costs, expenses (including
          without limitation, Lender's reasonable attorneys' fees, demands, liabilities,
          penalties, fines and forfeitures of any nature whatsoever which may be
          asserted
          against or incurred by Lender, arising out of or in *a* ny
          manner occasioned by this Agreement or the rights and remedies granted
          to Lender
          hereunder. The foregoing indemnity provision shall survive the cancellation
          of
          this Agreement as to all matters arising or accruing prior to such cancellation,
          and the foregoing indemnity provision shall further survive in the event
          that
          Lender elects to exercise any of the remedies as provided under this Agreement
          following any Event of Default hereunder.
  **ADDITIONAL
          OBLIGATIONS OF GRANTOR** .
          Grantor shall have the following additional obligations under this Agreement:
  **Additional
          Collateral** .
          In the
          event that any of the Collateral should at any time decline in value or
          become
          unsatisfactory to Lender for any reason, Grantor agrees to immediately
          provide
          Lender with such additional collateral security as may then be acceptable
          to
          Lender.
  **No
          Sale or Encumbrance.** As long
          as this Agreement remains in effect, Grantor unconditionally agrees not
          to sell,
          option, assign, pledge, or create or permit to exist any lien or security
          interest in or against any of the Collateral in favor of any person other
          than
          Lender.
  **No
          Settlement or Compromise of Rights.** Grantor
          will not, without the prior written consent of Lender, compromise, settle,
          adjust or **** extend
          payment under any of Grantor's Collateral.
  **No
          Consent to Issuance of Additional Stock.** Grantor
          will not, without the prior written approval of Lender, consent to, or
          approve
          of, the issuance of any additional shares of any class of capital stock
          of the
          issuer(s) of the Stock, or any securities convertible voluntarily by the
          holder
          thereof, or automatically upon the occurrence or non-occurrence of any
          event or
          condition into, or exchangeable for, any such shares, or any warrants,
          options,
          rights or other commitments entitling any person to purchase or otherwise
          acquire any such shares.
  **Additional
          Pledge Agreement; Effect.** Grantor
          acknowledges and agrees that Grantor may, from time to time, one or more
          times,
          enter into additional pledge and security agreements with Lender under
          which
          Grantor may undertake to pledge or grant to Lender a security Interest
          in the
          same Collateral, Grantor further acknowledges and agrees that the execution
          of
          such additional agreements, including any such agreements now in effect,
          will
          not have the effect of canceling, notating or otherwise modifying this
          Agreement; it being Grantor's full Intent and agreement that all such pledge
          agreements (including this Agreement) shall be cumulative in nature and
          shall
          remain in full force and effect until expressly cancelled by Lender under
          a
          written cancellation instrument delivered to Grantor.
  **Additional
          Documents** .
          Grantor agrees, at any time, from time to time, one or more times, upon
          written
          request by Lender, to execute **** and **** deliver
          such further documents and do such further acts and things **** as
          Lender may reasonably request, within Lender's sole discretion, to effect
          the
          purposes of this Agreement.
  **Notification
          of Lender.** Grantor
          will promptly deliver to Lender all written notices, and will promptly
          give
          Lender written notice of any other notices received by Grantor with respect
          to
          the Collateral.
  **EFFECT
          OF WAIVERS** .
          Grantor has waived, and/or does by these presents waive, presentment for
          payment, protest, notice of protest and notice of nonpayment under all
          of the
          indebtedness secured by this Agreement. Grantor has further waived, and/or
          does
          by these presents waive, all pleas of division and discussion, and all
          similar
          rights with regard to the Indebtedness, and agrees that Grantor shall remain
          liable, together with any and all Guarantors of the Indebtedness, on a
          "solidary" or "joint and several" basis. Grantor further agrees that discharge
          or release of any party who is, may, or will be liable to Lender under
          any of
          the Indebtedness, or the release of the Collateral or any other collateral
          directly or indirectly securing repayment of the same, shall not have the
          effect
          of releasing or otherwise diminishing or reducing the actual or potential
          liability of Grantor and/or any other party or parties guaranteeing payment
          of
          the Indebtedness, who shall remain liable to Lender, and/or remain liable
          to
          Lender, and/or of releasing any Collateral or other collateral that Is
          not
          expressly released by Lender.
  Grantor
          additionally agrees that Lender's acceptance of payments other than in
          accordance with the terms of any agreement, or agreements governing repayment
          of
          the Indebtedness, or Lender's subsequent agreement to extend or modify
          such
          repayment terms, shall likewise not have the effect of releasing Grantor,
          and/or
          any other party or parties guaranteeing payment of the Indebtedness, from
          their
          respective obligations to Lender, and/or of releasing any of the Collateral
          or
          other collateral directly or indirectly securing repayment of the Indebtedness.
          In addition, no course of dealing between Grantor end Lender, nor any failure
          or
          delay on the part of Lender to exercise any of the rights and remedies
          granted
          to Lender under this Agreement, or under any other agreement or agreements
          by
          and between Grantor and Lender, shall have the effect of waiving any of
          Lender's
          rights and remedies. Any partial exercise of any rights and remedies granted
          10
          Lender shall furthermore not constitute a waiver of any of Lender's other
          fights
          and remedies, it being Grantor's intent and agreement that Lender's rights
          and
          remedies shall be cumulative in nature. Grantor further agrees that, upon
          the
          occurrence of any Event of Default under this Agreement, any waiver or
          forbearance on the pert of Lender to pursue the rights and remedies available
          to
          Lender, shall be binding upon Lender only to the extent that Lender specifically
          agrees to any such waiver or forbearance In writing. A waiver or forbearance
          as
          to one Event of Default shall not constitute a waiver or forbearance as
          to any
          other Event of Default. None of the warranties, conditions, provisions
          and terms
          contained in this Agreement or any other agreement, document, or instrument
          now
          or hereafter executed by Grantor and delivered to Lender, shall be deemed
          to
          have been waived by any act or knowledge of Lender, Lender's agents, officers
          or
          employees; but only by an instrument in writing specifying such waiver,
          signed
          by a duly authorized officer of Lender and delivered to Grantor.
  **MODIFICATIONS
          TO THE COMMERCIAL PLEDGE AGREEMENT.**
  1.
          In
          the section entitled **"GRANTOR'S
          OBLIGATIONS TO DELIVER STOCK CERTIFICATES, DIVIDENDS, DISTRIBUTIONS,
          ETC."** the
          second paragraph will read as follows: "Notwithstanding the foregoing,
          Grantor
          shall be entitled to received for Grantor's own use, all interest and cash
          dividends on the Stock, paid or to be paid out of earned surplus, unless
          there
          has occurred an Event of Default. Upon an event of default all interest
          and cash
          dividends on the Stock shall be paid and delivered to Lender as additional
          cash
          security under this Agreement or Lender may, at Lender's sole and exclusive
          option, elect to apply such interest and cash dividends towards the satisfaction
          of the Indebtedness In the manner provided below.
  2.
          Under
          the section " **LENDER'S
          RIGHT TO REGISTER STOCK IN LENDER'S NAME** "
          the
          paragraph shall read as follows: "Grantor unconditionally agrees that Lender
          may, at Lender's sole end exclusive option, and at any time, upon the occurrence
          of an Event of Default under this Agreement, require that the Stock and
          any and
          all certificates issued thereunder, be registered in Lender's name or In
          the
          name of Lender's designated nominee. Grantor additionally agrees that upon
          Lender's request, Grantor will cause the Stock issuer(s), transfer agent(s),
          or
          registrar(s) to effect such registration.
  3.
          In
          the section entitled " **LENDER'S
          RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL"** under
          the subtopic "Income and Proceeds from the Collateral" the paragraph shall
          read
          as follows: "Lender shall have the right, upon the occurrence of an Event
          of
          Default under this Agreement, to directly collect and receive any and all
          Income
          and Proceeds as such become due and payable. In order to permit the foregoing,
          Grantor unconditionally agrees to deliver to Lender, immediately following
          demand, any and all such Income and Proceeds that may be received by or
          that may
          be payable to Grantor. Grantor further unconditionally agrees that Lender
          shall
          have the right to notify the issuer(s) of the Collateral and all other
          Obligors
          to pay and deliver such Income and Proceeds directly to Lender or Lender's
          nominee at an address to be designated by Lender, and to do any and all
          other
          things as Lender may deem necessary and proper, within Lender's sole discretion,
          to carry out the terms and intent of this Agreement. Lender shall have
          the
          further right, where appropriate, and within Lender's sole discretion,
          to file
          suit, either in Lender's own name or in the name of Grantor, to collect
          and
          enforce performance, payment and delivery of any and all such Income and
          Proceeds.
  4.
          In
          the section entitled " **EVENT
          OF DEFAULT** "
          under
          the subtopic " **Insufficient
          Market Value of Securities** ",
          the
          following sentence shall be added to this paragraph: "Market value as referred
          to in this paragraph shall be defined as book value as determined by Lender
          in
          accordance with GAAP.
  5.
          In
          the section entitled " **ADDITIONAL
          OBLIGATIONS OF GRANTOR"** the
          subtopic "Additional Collateral" will **** be
          omitted from the Commercial Pledge Agreement.
  6.
          In
          the section entitled **"MISCELLANEOUS PROVISIONS"** under
          the subtopic **"** Attorneys'
          Fees: Expenses **"** the
          paragraph shall read as follows; "Grantor agrees to pay upon demand all
          of
          Lender's costs and expenses, including Lender's reasonable attorneys' fees
          in an
          amount not exceeding 12.000% of the principal balance due on the Indebtedness
          and Lender's legal expenses, incurred in connection with the enforcement
          of this
          Agreement. Lender may hire or pay someone else to help enforce this Agreement,
          and Grantor shall pay the costs and expenses of such enforcement. Costs
          and
          expenses include Lender's reasonable attorneys' fees in an amount not exceeding
          12.000% of the principal balance due on the Indebtedness and legal expenses
          whether or not there is a lawsuit, including reasonable attorneys' fees
          in an
          amount not exceeding 12.000% of the principal balance due on the indebtedness
          and legal expenses for bankruptcy proceedings (including efforts to modify
          or
          vacate any automatic stay or injunction), appeals, and any anticipated
          post-judgment collection services. Grantor also shall pay all court costs
          and
          such additional fees as may be directed by the court.
  
  **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    6**
  **MISCELLANEOUS
          PROVISIONS.** The
          following miscellaneous provisions are a part of this Agreement;
  **Amendments.** No
          amendment, modification, consent or waiver of any provision of this Agreement,
          and no consent to any departure by Grantor therefrom, shall be effective
          unless
          the same shall be in writing signed by a duly authorized officer of **** Lender **,** and
          then shall **** be **e** ffective
          only as to the specific instance and for the specific purpose for which
          given.
  **Caption
          Headings** .
          Caption headings in this Agreement are for convenience purposes only
          and **** are
          not
          to be used to interpret or define the provisions of this Agreement.
  **Governing
          Law. This Agreement will be governed by federal law applicable to Lender
          and, to
          the extent not preempted by federal law, the laws of the State of Louisiana
          without regard to its conflicts of law provisions. This Agreement has been
          accepted by Lender in the State of Louisiana.**
  **Assignment
          of Indebtedness; Transfer of Collateral.** Grantor
          hereby recognizes and agrees that Lender may assign all or any portion
          of the
          Indebtedness to one or more third party creditors. Such transfers may include,
          but are not limited to, sales of participation interests in the indebtedness.
          Grantor specifically agrees and consents to all such transfers and assignments
          and further waives any subsequent notice of such transfers or assignments
          as may
          be provided under applicable Louisiana law. Grantor additionally agrees
          that any
          and all of Grantor's other and future extensions of credit, liabilities
          and
          obligations in favor of such a third party assignee will be secured by
          the
          Collateral. Grantor further agrees that Lender may transfer all or any
          portion
          of the Collateral to such a third party assignee, in which case Lender
          will be
          fully released from any and all of Lender's obligations and responsibilities
          to
          Grantor with regard to the transferred Collateral. Any third party creditor
          to
          whom the Collateral is transferred will acquire all of Lender's rights
          and
          powers with respect to the transferred Collateral, with Lender retaining
          all
          powers and rights with regard to any of the Collateral which is not transferred
          to another party.
  **Notices.** To give
          Grantor any notice required under this Agreement, Lender may hand deliver
          or
          mail the notice to Grantor at Grantor's last address in Lender's records.
          If
          there is more than one Grantor under this Agreement, notice to a single
          Grantor
          shall be considered as notice to all Grantors. To give Lender any notice
          under
          this Agreement, Grantor (or any Grantor) shall mail the notice to Lender
          by
          registered or certified mail at the address specified in this Agreement,
          or at
          any other address that Lender may have given to Grantor (or any Grantor)
          by
          written notice as provided in this section. All notices required or permitted
          under this Agreement must be in writing and will be considered as given
          on the
          day it is delivered by hand or deposited in the U.S. Mall as provided herein.
  **Severability** .
          If any
          provision of this Agreement is held to be illegal, invalid or unenforceable
          under present or future laws effective during the term hereof, such provision
          shall be fully severable. This Agreement shall be construed and enforceable
          as
          if the illegal, invalid or unenforceable provision had never comprised
          a part of
          it, and the remaining provisions of this Agreement shall remain in full
          force
          and effect and shall not be affected by the illegal, invalid or unenforceable
          provision or by its severance herefrom. Furthermore, in lieu of such illegal,
          invalid or unenforceable provision, there shall be added automatically
          as a part
          of this Agreement, a provision *as* similar
          in terms to such illegal, invalid or unenforceable provision as may be
          possible
          and legal, valid and enforceable.
  **Successors
          and Assigns Bound; Solidary Liability** .
          Subject to any limitations set forth herein on transfer of the Collateral,
          this
          Agreement shall be binding upon and inure to the benefit of the parties,
          and
          their successors and assigns. In the event that there is more than one
          Grantor
          under this Agreement, all of the agreements and obligations made and/or
          incurred
          by any Grantor under this Agreement shall be on a "solidary" or "joint
          and
          several" basis.
  **Survival
          of Representations and Warranties** .
          All
          representations, warranties, and agreements made by Grantor in this Agreement
          shall survive the execution and delivery of this Agreement, shall be continuing
          in nature, and shall survive the termination of this Agreement.
  **DEFINITIONS** .
          The
          following capitalized words and terms shall have the following meanings
          when
          used in this Agreement. Unless specifically stated to the contrary, all
          references to dollar amounts shall mean amounts in lawful money of the
          United
          Slates of America. Words and terms used in the singular shall include the
          plural, and the plural shall include the singular, as the context may require.
          Words and terms not otherwise defined in this Agreement shall have the
          meanings
          attributed to such terms in the Louisiana Commercial Laws (Ls. R.S. 10:
          9-101,
          et seq.):
  **Agreement.** The
          word "Agreement" means this Commercial Pledge Agreement, as this Commercial
          Pledge Agreement may be amended or modified from time to time, together
          with all
          exhibits and schedules attached or to be attached to this Commercial Pledge
          Agreement from time to time.
  **Borrower** .
          The
          word "Borrower" means PREMIER FINANCIAL BANCORP, INC. and includes all
          co-signers and co-makers signing the Note.
  **Collateral.** The
          word "Collateral" means all of Grantor's right, title and interest in and
          to all
          the Collateral as described in the Collateral Description section of this
          Agreement.
  **Default.** The
          word "Default" means the Default set forth in this Agreement in the section
          titled "Default".
  **Encumbrance.** The
          word "Encumbrance" means individually, collectively and interchangeably
          any and
          all presently existing and/or future mortgages, liens, privileges and other
          contractual and/or statutory security interests and rights, of every nature
          and
          kind, whether in admiralty, at law, or in equity, that now and/or in the
          future
          may affect the Collateral or any part or parts thereof.
  **Event
          of Default** .
          The
          words "Event of Default' mean any of the events of default set forth In
          this
          Agreement In the default section of this Agreement.
  **Grantor** .
          The
          word "Grantor" means PREMIER FINANCIAL BANCORP, INC.
  **Income
          and Proceeds** .
          The
          words "Income and Proceeds" mean (1) any and all of Grantor's present and
          future
          options, warrants and rights accruing from, or arising out of, or in any
          way
          connected with the Collateral, including without limitation, Grantor's
          rights to
          exercise or enforce such options, warrants or rights; (2) any and all of
          Grantor's present and future rights, title and interest in and to any and
          all
          dividends and other distributions, of every type and description, to be
          paid or
          payable under, or on account of, or attributable to the Collateral, including
          without limitation, Grantor's rights to receive and to collect such dividends
          and other distributions and Grantor's rights to enforce performance, collection
          and payment thereof; (3) any and all of Grantor's present and future rights,
          title and Interest In and to all Interest, income, profits and other benefits
          and distributions, of every type and description, derived or to be derived
          from
          the Collateral, including without limitation, Grantor's rights to receive
          such
          interest, Income, profits, benefits and other distributions and Grantor's
          rights
          to enforce performance, collection and payment thereof; (4) all general
          intangibles in any way related to the Collateral; and 15) any and all of
          Grantor's present and future rights, title and interest in and to any and
          all
          proceeds, of every type and description, derived or to be derived from
          the sale,
          transfer, assignment or other distribution of the Collateral, including
          the
          right to receive such proceeds and Grantor's rights to enforce performance,
          collection and payment thereof.
  **Indebtedness** .
          The
          word "Indebtedness" means the indebtedness evidenced by the Note or Related
          Documents, in principal, interest, costs, expenses and attorneys' fees
          and all
          other fees and charges together with all other indebtedness and costs and
          expenses for which Grantor Is responsible under this Agreement or under
          any of
          the Related Documents. Specifically, without limitation, indebtedness includes
          all amounts that may be indirectly secured by the Cross-Collateralization
          provision of this Agreement.
  **Lender.** The
          word "Lender" means FIRST GUARANTY BANK, its successors and assigns, and
          any
          subsequent holder or holders of the Note or any Interest therein.
  **Note.** The
          word "Note" means the Note executed by PREMIER FINANCIAL BANCORP, INC.
          in the **principal
          amount of $7,000,000.00 dated**  **January
          31, 2006** ,
          together with all renewals, extensions, modifications, refinancings,
          consolidations and substitutions of and for the note or credit agreement.
  **Obligor.** The
          word "Obligor" **** means
          without limitation any and **** all
          persona obligated to pay money **** or
          to
          perform some other act under the Collateral.
  **Property.** The
          word "Property' **** means
          all of Grantor's right, title and interest in and to all the Property as
          described in the "Collateral Description" section of this
          Agreement.
  
  **COMMERCIAL
                    PLEDGE AGREEMENT****Loan
                    No: 25791389**
                **(Continued)**
                **Page
                    7**
  **Related
          Documents** .
          The
          words "Related Documents" mean all promissory notes, credit agreements,
          loan
          agreements, environmental agreements, guaranties, security agreements,
          mortgages, deeds of trust, security deeds, collateral mortgages, and all
          other
          instruments, agreements and documents, whether now or hereafter existing,
          executed in connection with the Indebtedness.
  **Rights** .
          The
          word "Rights' means any and all of Grantor's additional rights granted
          and
          pledged to Lender as provided under this Agreement.
  **Stock.** The
          word "Stock" means individually, collectively and interchangeably Grantor's
          stock, and other securities to pledge under this Agreement, together with
          any
          and all additions thereto, substitutions therefore or replacements thereof.
  **GRANTOR
          HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT
          AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 31,
          2006.**
  **GRANTOR:**
  **PREMIER
          FINANCIAL BANCORP. INC.**
  **By:** /s/
          Robert W. Walker
 **ROBERT W. WALKER, President & CEO of PREMIER**
 **FINANCIAL
          BANCORP, INC.**
   **LENDER:**
  **FIRST
          GUARANTY BANK**
  **By:** /s/
          Michael F. Lofaso
 **Michael F. Lofaso, Senior Vice President**