EXHIBIT 10.29

                      AMENDED AND RESTATED PLEDGE AGREEMENT

           This is an AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of
February 17, 2004 (as amended, modified or supplemented from time to time, the
"Pledge Agreement"), made by each of the undersigned (each, a "Pledgor" and
together with any other entity that becomes a party hereto pursuant to Section
24 hereof, collectively, the "Pledgors"), in favor of BANK ONE, NA, a national
banking association with an office and place of business in Louisville,
Kentucky, as Agent Bank (including any successor agent bank, the "Pledgee") for
the benefit of the Banks (as defined below). Except as otherwise defined herein,
terms used herein and defined in the Loan Agreement shall be used herein as
therein defined.

                              W I T N E S S E T H :
                               - - - - - - - - - -

           WHEREAS, the parties hereto entered into a certain Loan Agreement
dated as of December 29, 2000, was entered into by and among (i) BANK ONE, NA as
Agent Bank; (ii) the BANKS identified on Schedule 1.1 thereto; (iii) NORTH
ATLANTIC TRADING COMPANY, INC., a Delaware corporation with its principal office
and place of business and chief executive office in New York, New York (the
"Borrower") and (iv) the SUBSIDIARIES identified on Schedule 1.2 thereto,
providing for the making of Loans and the issuance of, and participation in,
Letters of Credit as contemplated therein (the "Original Loan Agreement");

           WHEREAS, the Original Loan Agreement was amended and restated in its
entirety by that certain Amended and Restated Loan Agreement of even date
herewith (the "Loan Agreement") by and among the parties referenced above and
NORTH ATLANTIC HOLDING COMPANY ("Holdco");

           WHEREAS, pursuant to an Amended and Restated Guaranty Agreement of
even date herewith (as amended, modified or supplemented from time to time, the
"Guaranty Agreement"), by and among Pledgee and NATIONAL TOBACCO COMPANY, L.P.
("NTCLP"), NORTH ATLANTIC OPERATING COMPANY, INC. ("NAOC"), NATIONAL TOBACCO
FINANCE CORPORATION ("NTFC"), NORTH ATLANTIC CIGARETTE COMPANY, INC. ("NACC"),
STOKER, INC. ("STOKER"), RBJ SALES, INC. ("RBJ"), and FRED STOKER & SONS, INC.
("STOKER & SONS"), each as a guarantor thereunder, each Pledgor has jointly and
severally guaranteed to the Banks the payment when due of the Guarantied
Obligations (as defined in the Guaranty Agreement);

           WHEREAS, the Borrower, NTCLP, NAOC, and NTFC executed and delivered
to the Agent Bank a Pledge Agreement dated as of December 29, 2000 (the
"Original Pledge Agreement"), securing payment of certain notes provided
therein;

           WHEREAS, this Pledge Agreement amends and restates in its entirety
the Original Pledge Agreement;


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           WHEREAS, it is a condition precedent to the making of Loans and the
issuance of, and participation in, Letters of Credit under the Loan Agreement
that each Pledgor shall have executed and delivered to the Pledgee this Pledge
Agreement;

           WHEREAS, each Pledgor desires to execute this Pledge Agreement to
satisfy the conditions described in the preceding paragraph;

           NOW, THEREFORE, in consideration of the benefits accruing to each
Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:

           1. SECURITY FOR OBLIGATIONS. This Pledge Agreement is made by each
Pledgor to the Agent Bank for the benefit of the Banks to secure:

               (i) the full and prompt payment when due (whether at the stated
          maturity, by acceleration or otherwise) of all obligations (including
          obligations which, but for the automatic stay under Section 362(a) of
          the Bankruptcy Code, would become due) and liabilities of such
          Pledgor, now existing or hereafter incurred under, arising out of or
          in connection with the Guaranty Agreement and any other Loan Document
          to which such Pledgor is a party and the due performance of and
          compliance by such Pledgor with the terms of the Guaranty Agreement
          and each other such Loan Document by such Pledgor (collectively, the
          "Loan Document Obligations");

               (ii) any and all sums advanced by the Pledgee in order to
          preserve the Collateral (as defined in Section 3.4 hereof) and/or its
          security interest therein;

               (iii) in the event of any proceeding for the collection of the
          Obligations (as defined below) or the enforcement of this Pledge
          Agreement, after an Event of Default (such term, as used in this
          Pledge Agreement, shall mean any Event of Default under the Loan
          Agreement after the expiration of any applicable grace period) shall
          have occurred and be continuing, the reasonable expenses of retaking,
          holding, preparing for sale or lease, selling or otherwise disposing
          of or realizing on the Collateral, or of any exercise by the Pledgee
          of its rights hereunder, together with reasonable attorneys' fees and
          court costs; and

               (iv) all amounts paid by any Bank as to which such Bank has the
          right to reimbursement under Section 11 of this Pledge Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (iv) of this Section 1 being herein collectively called the
"Obligations".


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           2. DEFINITION OF STOCK, NOTES, PARTNERSHIP INTERESTS, MEMBERSHIP
INTERESTS, SECURITIES, ETC. As used herein,

               (i) the term "Stock" shall mean (x) all of the issued and
          outstanding shares of stock at any time owned by any Pledgor of any
          corporation (other than a corporation that is not organized under the
          laws of the United States or any State or territory thereof (a
          "Foreign Corporation")) and (y) with respect to a Foreign Corporation
          that is a first tier Subsidiary, all of the issued and outstanding
          shares of capital stock at any time owned by any Pledgor of any
          Foreign Corporation, provided that such Pledgor shall not be required
          to pledge hereunder (and the term "Stock" shall not include) more than
          65% of the total combined voting power of all classes of capital stock
          of any Foreign Corporation entitled to vote;

               (ii) the term "Notes" shall mean all promissory notes at any time
          issued to, or held by, any Pledgor, provided that such Pledgor shall
          not be required to pledge hereunder (and the term "Notes" shall not
          include) any promissory notes issued to such Pledgor by any Subsidiary
          of such Pledgor which is a Foreign Corporation;

               (iii) the term "Partnership Interest" shall mean the entire
          partnership interest at any time owned by any Pledgor in any
          partnership (any such partnership, a "Pledged Partnership");

               (iv) the term "Membership Interest" shall mean the entire
          membership interest at any time owned by any Pledgor in any limited
          liability company (any such limited liability company, a "Pledged
          LLC"); and

               (v) the term "Securities" shall mean all of the Stock, Notes,
          Partnership Interests and Membership Interests.

           Each Pledgor represents and warrants that on the date hereof: (a)
each Subsidiary of such Pledgor, and the direct ownership thereof, is listed on
Annex A hereto; (b) the Stock held by such Pledgor consists of the number and
type of shares of the stock of the corporations as described in Annex B hereto;
(c) such Stock constitutes that percentage of the issued and outstanding capital
stock of the issuing corporation as set forth in Annex B hereto; (d) the Notes
held by such Pledgor consist of the promissory notes described in Annex C
hereto; (e) such Pledgor is the holder of record and sole beneficial owner of
the Stock and Notes held by such Pledgor and there exists no options or
preemption rights in respect of any of the Stock; (f) the Partnership Interests
and Membership Interests, as the case may be, held by such Pledgor constitute
that percentage of the entire interest of the respective Pledged Partnership or
Pledged LLC, as the case may be, as is set forth under its name in Annex D
hereto; and (g) on the date hereof, such Pledgor owns or possesses no other
Securities except as described on Annexes B, C and D hereto.


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           3. PLEDGE OF SECURITIES, ETC.

           3.1 Pledge. To secure the Obligations and for the purposes set forth
in Section 1, each Pledgor hereby:

               (i) grants and pledges to the Pledgee a security interest in all
          of the Collateral owned by such Pledgor;

               (ii) pledges and deposits as security with the Pledgee the
          Securities owned by such Pledgor on the date hereof, if any, and
          delivers to the Pledgee certificates or instruments therefor, duly
          endorsed in blank in the case of Notes and accompanied by undated
          stock or other powers duly executed in blank by such Pledgor in the
          case of Stock, Partnership Interests or Membership Interests, as the
          case may be, or such other instruments of transfer as are acceptable
          to the Pledgee;

               (iii) assigns, transfers, hypothecates, mortgages, charges and
          sets over to the Pledgee all of such Pledgor's right, title and
          interest in and to such Securities (and in and to all certificates or
          instruments evidencing such Securities), to be held by the Pledgee,
          upon the terms and conditions set forth in this Pledge Agreement;

               (iv) grants, pledges, assigns and transfers to the Pledgee all of
          such Pledgor's (x) Partnership Interests and all of such Pledgor's
          right, title and interest in each Pledged Partnership and (y)
          Membership Interests and all of such Pledgor's right, title and
          interest in each Pledged LLC, in each case including, without
          limitation:

                    (a) all the capital thereof and its interest in all profits,
               losses and other distributions to which such Pledgor shall at any
               time be entitled in respect of such Partnership Interests and/or
               Membership Interests;

                    (b) all other payments due or to become due to such Pledgor
               in respect of such Partnership Interests and/or Membership
               Interests, whether under any partnership agreement, limited
               liability company agreement or otherwise, whether as contractual
               obligations, damages, insurance proceeds or otherwise;

                    (c) all of its claims, rights, powers, privileges,
               authority, options, security interest, liens and remedies, if
               any, under any partnership agreement, limited liability company
               agreement or at law or otherwise in respect of such Partnership
               Interests and/or Membership Interests;

                    (d) all present and future claims, if any, of the Pledgor
               against any Pledged Partnership and any Pledged LLC for moneys
               loaned or advanced, for services rendered or otherwise;


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                    (e) all of such Pledgor's rights under any partnership
               agreement or limited liability company agreement or at law to
               exercise and enforce every right, power, remedy, authority,
               option and privilege of such Pledgor relating to the Partnership
               Interests and/or Membership Interests, including any power to
               terminate, cancel or modify any partnership agreement or any
               limited liability company agreement, to execute any instruments
               and to take any and all other action on behalf of and in the name
               of such Pledgor in respect of any Partnership Interests or
               Membership Interests and any Pledged Partnership and any Pledged
               LLC to make determinations, to exercise any election (including,
               but not limited to, election of remedies) or option or to give or
               receive any notice, consent, amendment, waiver or approval,
               together with full power and authority to demand, receive,
               enforce, collect or receipt for any of the foregoing, to enforce
               or execute any checks, or other instruments or orders, to file
               any claims and to take any action in connection with any of the
               foregoing;

                    (f) all other property hereafter delivered in substitution
               for or in addition to any of the foregoing, all certificates and
               instruments representing or evidencing such other property and
               all cash, securities, interest, dividends, rights and other
               property at any time and from time to time received, receivable
               or otherwise distributed in respect of or in exchange for any or
               all thereof; and

                    (g) to the extent not otherwise included, all proceeds of
               any or all of the foregoing.

           3.2 Subsequently Acquired Securities. If any Pledgor shall acquire
(by purchase, stock dividend or otherwise) any additional Securities at any time
or from time to time after the date hereof, such Pledgor will forthwith pledge
and deposit such Securities (or certificates or instruments representing such
Securities) as security with the Pledgee and deliver to the Pledgee certificates
or instruments thereof, duly endorsed in blank in the case of Notes and
accompanied by undated stock or other powers duly executed in blank by such
Pledgor (and accompanied by any transfer tax stamps required in connection with
the pledge of such Securities) in the case of Stock, Partnership Interests or
Membership Interests, as the case may be, or such other instruments of transfer
as are acceptable to the Pledgee, and will promptly thereafter deliver to the
Pledgee a certificate executed by a principal executive officer of such Pledgor
describing such Securities and certifying that the same have been duly pledged
with the Pledgee hereunder. No Pledgor shall be required at any time to pledge
hereunder (x) any Stock which is more than 65% of the total combined voting
power of all classes of capital stock of any Foreign Corporation entitled to
vote or (y) any promissory notes issued to such Pledgor by any Subsidiary of
such Pledgor which is a Foreign Corporation.

           3.3 Uncertificated Securities. Notwithstanding anything to the
contrary contained in Sections 3.1 and 3.2, if any Securities (whether or not
now owned or hereafter acquired) are uncertificated securities, the respective
Pledgor shall promptly notify the Pledgee thereof, and shall promptly take all
actions required to perfect the security interest of the Pledgee under
applicable law (including, in any event, under Sections 8 313 and 8 321 of the
New York Uniform Commercial Code if applicable). Each Pledgor further agrees to
take such actions as the Pledgee deems necessary or desirable to effect the
foregoing and to permit the Pledgee to exercise any of its rights and remedies
hereunder.


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           3.4 Definitions of Pledged Stock, Pledged Notes, Pledged Partnership
Interests, Pledged Membership Interests. Pledged Securities and Collateral. All
Stock at any time pledged or required to be pledged hereunder is hereinafter
called the "Pledged Stock," all Notes at any time pledged or required to be
pledged hereunder are hereinafter called the "Pledged Notes," all Partnership
Interests at any time pledged or required to be pledged hereunder are
hereinafter called the "Pledged Partnership Interests," all Membership Interests
at any time pledged or required to be pledged hereunder are hereinafter called
the "Pledged Membership Interests," all Pledged Stock, Pledged Notes, Pledged
Partnership Interests and Pledged Membership Interests, together are called the
"Pledged Securities;" and the Pledged Securities, together with all proceeds
thereof, including any securities and moneys received and at the time held by
the Pledgee hereunder, are hereinafter called the "Collateral."

           4. APPOINTMENT OF SUB AGENTS, ENDORSEMENTS, ETC. The Pledgee shall
have the right to appoint one or more sub agents for the purpose of retaining
physical possession of the Pledged Securities, which may be held (in the
reasonable discretion of the Pledgee) in the name of the relevant Pledgor,
endorsed or assigned in blank or in favor of the Pledgee or any nominee or
nominees of the Pledgee or a sub agent appointed by the Pledgee.

           5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there
shall have occurred and be continuing an Event of Default, each Pledgor shall be
entitled to exercise all voting rights attaching to any and all Pledged
Securities owned by it, and to give consents, waivers or ratifications in
respect thereof, provided that no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate, result in breach of
any covenant contained in, or be inconsistent with, any of the terms of this
Pledge Agreement, the Loan Agreement, or any other Loan Document (collectively,
the "Secured Debt Agreements"), or which would have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the
Pledgee or any other Bank therein. All such rights of a Pledgor to vote and to
give consents, waivers and ratifications shall cease in case an Event of Default
shall occur and be continuing and Section 7 hereof shall become applicable.

           6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of
Default shall have occurred and be continuing, all cash dividends, distributions
or other amounts payable in respect of the Pledged Securities shall be paid to
the respective Pledgor, provided that all dividends, distributions or other
amounts payable in respect of the Pledged Securities which are determined by the
Pledgee, in its absolute discretion, to represent in whole or in part an
extraordinary, liquidating or other distribution in return of capital not
permitted by the Loan Agreement shall be paid, to the extent so determined to
represent an extraordinary, liquidating or other distribution in return of
capital, to the Pledgee and retained by it as part of the Collateral (unless
such cash dividends or distributions are applied to repay the Obligations
pursuant to Section 9 of this Pledge Agreement). Upon the occurrence of an Event
of Default the Pledgee shall also be entitled to receive directly, and to retain
as part of the Collateral:


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               (i) all other or additional stock, or other securities or
          property (other than cash) paid or distributed by way of dividend or
          otherwise in respect of the Collateral;

               (ii) all other or additional stock or other securities or
          property (including cash) paid or distributed in respect of the
          Collateral by way of stock split, spin off, split up,
          reclassification, combination of shares or similar rearrangement; and

               (iii) all other or additional stock or other securities or
          property (including cash) which may be paid in respect of the
          Collateral by reason of any consolidation, merger, exchange of stock,
          conveyance of assets, liquidation or similar corporate reorganization.

           Nothing contained in this Section 6 shall limit or restrict in any
way the Pledgee's right to receive the proceeds of the Collateral in any form in
accordance with Section 3 of this Pledge Agreement. All dividends, distributions
or other payments which are received by the respective Pledgor contrary to the
provisions of this Section 6 or Section 7 shall be received in trust for the
benefit of the Pledgee, shall be segregated from other property or funds of such
Pledgor and shall be forthwith paid over to the Pledgee as Collateral in the
same form as so received (with any necessary endorsements).

           7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) In case an Event of
Default shall have occurred and be continuing, the Pledgee shall be entitled to
exercise all of the rights, powers and remedies (whether vested in it by this
Pledge Agreement or any other Secured Debt Agreement or by law) for the
protection and enforcement of its rights in respect of the Collateral,
including, without limitation, all the rights and remedies of a secured party
upon default under the Uniform Commercial Code of the State of New York, and the
Pledgee shall be entitled, without limitation, to exercise any or all of the
following rights, which each Pledgor hereby agrees to be commercially
reasonable:

               (i) to receive all amounts payable in respect of the Collateral
          otherwise payable under Section 6 to such Pledgor;

               (ii) to transfer all or any part of the Collateral into the
          Pledgee's name or the name of its nominee or nominees;

               (iii) to accelerate any Pledged Note which may be accelerated in
          accordance with its terms, and take any other lawful action to collect
          upon any Pledged Note (including, without limitation, to make any
          demand for payment thereon);


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               (iv) to vote all or any part of the Pledged Stock, Pledged
          Partnership Interests and Pledged Membership Interests (whether or not
          transferred into the name of the Pledgee) and give all consents,
          waivers and ratifications in respect of the Collateral and otherwise
          act with respect thereto as though it were the outright owner thereof
          (each Pledgor hereby irrevocably constituting and appointing the
          Pledgee the proxy and attorney in fact of such Pledgor, with full
          power of substitution to do so); and

               (v) at any time or from time to time to sell, assign and deliver,
          or grant options to purchase, all or any part of the Collateral, or
          any interest therein, at any public or private sale, without demand of
          performance, advertisement or notice of intention to sell or of the
          time or place of sale or adjournment thereof or to redeem or otherwise
          (all of which are hereby waived by each Pledgor), for cash, on credit
          or for other property, for immediate or future delivery without any
          assumption of credit risk, and for such price or prices and on such
          terms as the Pledgee in its absolute discretion may determine,
          provided that at least 10 business days' notice of the time and place
          of any such sale shall be given to such Pledgor. The Pledgee shall not
          be obligated to make such sale of Collateral regardless of whether any
          such notice of sale has theretofore been given. Each purchaser at any
          such sale shall hold the property so sold absolutely free from any
          claim or right on the part of any Pledgor, and each Pledgor hereby
          waives and releases to the fullest extent permitted by law any right
          or equity of redemption with respect to the Collateral, whether before
          or after sale hereunder, all rights, if any, of marshalling the
          Collateral and any other security for the Obligations or otherwise,
          and all rights, if any, of stay and/or appraisal which it now has or
          may at any time in the future have under rule of law or statute now
          existing or hereafter enacted. At any such sale, unless prohibited by
          applicable law, the Pledgee on behalf of all Banks (or certain of
          them) may bid for and purchase (by bidding in Obligations or
          otherwise) all or any part of the Collateral so sold free from any
          such right or equity of redemption. Neither the Pledgee nor any Bank
          shall be liable for failure to collect or realize upon any or all of
          the Collateral or for any delay in so doing nor shall it be under any
          obligation to take any action whatsoever with regard thereto.

           8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of the
Pledgee provided for in this Pledge Agreement or any other Secured Debt
Agreement, or now or hereafter existing at law or in equity or by statute shall
be cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Pledgee or any
other Bank of any one or more of the rights, powers or remedies provided for in
this Pledge Agreement or any other Secured Debt Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by the Pledgee or any other Bank of all such
other rights, powers or remedies, and no failure or delay on the part of the


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Pledgee or any other Bank to exercise any such right, power or remedy shall
operate as a waiver thereof. Unless otherwise required by the Loan Documents, no
notice to or demand on any Pledgor in any case shall entitle it to any other or
further notice or demand in similar other circumstances or constitute a waiver
of any of the rights of the Pledgee or any other Bank to any other further
action in any circumstances without demand or notice. The Banks agree that this
Pledge Agreement may be enforced only by the action of the Agent Bank acting
pursuant to the provisions of the Loan Agreement and that no other Bank shall
have any right individually to seek to enforce or to enforce this Pledge
Agreement or to realize upon the security to be granted hereby.

           9. APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee
upon any sale or other disposition of the Collateral pursuant to the terms of
this Pledge Agreement, together with all other moneys received by the Pledgee
hereunder, shall be applied in the manner provided in Section 9 of the Security
Agreement.

           (b) It is understood and agreed that the Pledgor shall remain liable
to the extent of any deficiency between (x) the amount of the Obligations for
which it is responsible directly or as a Guarantor that are satisfied with
proceeds of the Collateral hereunder and (y) the aggregate outstanding amount of
the Obligations.

           10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.

           11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to
indemnify and hold harmless the Pledgee and the other Banks from and against any
and all claims, demands, losses, judgments and liabilities (including
liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse
the Pledgee and the other Banks for all reasonable costs and expenses, including
reasonable attorneys' fees, growing out of or resulting from this Pledge
Agreement or the exercise by the Pledgee of any right or remedy granted to it
hereunder or under any other Secured Debt Agreement except, with respect to
clauses (i) and (ii) above, for those arising from the Pledgee's gross
negligence or willful misconduct. In no event shall the Pledgee be liable, in
the absence of gross negligence or willful misconduct on its part, for any
matter or thing in connection with this Pledge Agreement other than to account
for moneys or other property actually received by it in accordance with the
terms hereof. If and to the extent that the obligations of any Pledgor under
this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to
make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.


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           12. FURTHER ASSURANCES, POWER OF ATTORNEY. (a) Each Pledgor agrees
that it will join with the Pledgee in executing and, at such Pledgor's own
expense, file and refile under the Uniform Commercial Code such financing
statements, continuation statements and other documents in such offices as the
Pledgee may reasonably deem necessary or appropriate and wherever required or
permitted by law in order to perfect and preserve the Pledgee's security
interest in the Collateral hereunder and hereby authorizes the Pledgee to file
financing statements and amendments thereto relative to all or any part of the
Collateral without the signature of such Pledgor where permitted by law, and
agrees to do such further acts and things and to execute and deliver to the
Pledgee such additional conveyances, assignments, agreements and instruments as
the Pledgee may reasonably require or deem advisable to carry into effect the
purposes of this Pledge Agreement or to further assure and confirm unto the
Pledgee its rights, powers and remedies hereunder or thereunder.

           (b) Each Pledgor hereby appoints the Pledgee, such Pledgor's attorney
in fact, with full authority in the place and stead of such Pledgor and in the
name of such Pledgor or otherwise, from time to time after the occurrence and
during the continuance of an Event of Default, in the Pledgee's reasonable
discretion to take any action and to execute any instrument which the Pledgee
may reasonably deem necessary or advisable to accomplish the purposes of this
Pledge Agreement.

           13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in
accordance with this Pledge Agreement all items of the Collateral at any time
received under this Pledge Agreement. In accordance with Section 9-207(a) of the
UCC, the Pledgee shall use reasonable care in the custody and the preservation
of the Collateral in its possession. It is expressly understood and agreed that
the obligations of the Pledgee as holder of the Collateral and interests therein
and with respect to the disposition thereof, and otherwise under this Pledge
Agreement, are only those expressly set forth in this Pledge Agreement. The
Pledgee shall act hereunder on the terms and conditions set forth herein and in
Section 11 of the Loan Agreement.

           14. TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise
dispose of, grant any option with respect to, or mortgage, pledge or otherwise
encumber any of the Collateral or any interest therein (except in accordance
with the terms of this Pledge Agreement and the other Secured Debt Agreements).

           15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a)
Each Pledgor represents, warrants and covenants that:

               (i) it is the legal, beneficial and record owner of, and has good
          and marketable title to, all Securities pledged by it hereunder,
          subject to no pledge, lien, mortgage, hypothecation, security
          interest, charge, option or other encumbrance whatsoever, except the
          liens and security interests created by this Pledge Agreement;


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               (ii) it has full power, authority and legal right to pledge all
          the Securities pledged by it pursuant to this Pledge Agreement;

               (iii) this Pledge Agreement has been duly authorized, executed
          and delivered by such Pledgor and constitutes a legal, valid and
          binding obligation of such Pledgor enforceable in accordance with its
          terms, except to the extent that the enforceability thereof may be
          limited by applicable bankruptcy, insolvency, reorganization,
          moratorium or other similar laws generally affecting creditors' rights
          and by equitable principles (regardless of whether enforcement is
          sought in equity or at law);

               (iv) except to the extent already obtained or made, no consent of
          any other party (including, without limitation, any stockholder,
          limited or general partner, member or creditor of such Pledgor or any
          of its Subsidiaries) and no consent, license, permit, approval or
          authorization of, exemption by, notice or report to, or registration,
          filing or declaration with, any governmental authority is required to
          be obtained by such Pledgor in connection with (a) the execution,
          delivery or performance of this Pledge Agreement, (b) the validity or
          enforceability of this Pledge Agreement, (c) the perfection or
          enforceability of the Pledgee's security interest in the Collateral or
          (d) except for compliance with or as may be required by applicable
          securities laws, the exercise by the Pledgee of any of its rights or
          remedies provided herein;

               (v) the execution, delivery and performance of this Pledge
          Agreement will not materially violate any provision of any applicable
          law or regulation or of any order, judgment, writ, award or decree of
          any court, arbitrator or governmental authority, domestic or foreign,
          applicable to such Pledgor, or of the certificate of incorporation,
          certificate of formation, by laws, certificate of limited partnership,
          partnership agreement or limited liability company agreement, as the
          case may be, of such Pledgor or of any securities issued by such
          Pledgor, or of any mortgage, indenture, lease, loan agreement, credit
          agreement or other contract, agreement or instrument or undertaking to
          which such Pledgor is a party or which purports to be binding upon
          such Pledgor or upon any of their respective assets and will not
          result in the creation or imposition of (or the obligation to create
          or impose) any lien or encumbrance on any of the assets of such
          Pledgor except as contemplated by this Pledge Agreement;

               (vi) all the shares of the Stock have been duly and validly
          issued, are fully paid and non assessable and are subject to no
          options to purchase or similar rights;

               (vii) the pledge, assignment and delivery to the Pledgee of the
          Securities (other than uncertificated securities) pursuant to this
          Pledge Agreement creates a valid and perfected first priority Lien in
          the Securities and the proceeds thereof, subject to no other Lien or
          to any agreement purporting to grant to any third party a Lien on the
          property or assets of such Pledgor which would include the Securities
          other than the Lien granted hereunder; and


                                       11
<PAGE>
               (viii) it will defend the Pledgee's right, title and interest in
          and to the Partnership Interests, the Membership Interests and in and
          to the other Collateral pledged by it pursuant hereto or in which it
          has granted a security interest pursuant hereto against the claims and
          demands of all other persons whomsoever, and that it will have like
          title to and right to pledge any other property at any time hereafter
          pledged to the Pledgee as Collateral hereunder and will likewise
          defend the right thereto and security interest therein of the Pledgee
          and the Banks;

               (ix) it is the legal and beneficial owner of and has good title
          to its Partnership Interests and Membership Interests and has good
          title to all of the other Collateral pledged by it pursuant hereto or
          in which it has granted a security interest pursuant hereto, free and
          clear of all claims, pledges, liens, encumbrances and security
          interests of every nature whatsoever, except such as are created
          pursuant to this Pledge Agreement, and has the unqualified right to
          pledge and grant a security interest in the same as herein provided
          without the consent of any other Person, firm, association or entity
          which has not been obtained;

               (x) it has full power, authority and legal right to pledge the
          Partnership Interests and the Membership Interests pledged by it
          pursuant to this Pledge Agreement and such Partnership Interests and
          Membership Interests have been validly acquired and is fully paid for
          and is duly and validly pledged hereunder;

               (xi) it is not in default in the payment of any portion of any
          mandatory capital contribution, if any, required to be made under any
          partnership agreement or limited liability company agreement to which
          such Pledgor is a party, and such Pledgor is not in violation of any
          other material provisions of any partnership agreement or limited
          liability company agreement to which such Pledgor is a party, or
          otherwise in default or violation thereunder, no Partnership Interest
          or Membership Interest is subject to any defense, offset or
          counterclaim, nor have any of the foregoing been asserted or alleged
          against such Pledgor by any Person with respect thereto and as of the
          Closing Date, there are no certificates, instruments, documents or
          other writings (other than the partnership agreements and
          certificates, if any, delivered to the Collateral Agent) which
          evidence any Partnership Interest or Membership Interest of such
          Pledgor;

               (xii) the pledge and assignment of the Partnership Interests and
          the Membership Interests pursuant to this Pledge Agreement, together
          with the relevant filings, consents or recordings (which filings and
          recordings have been made and obtained), creates a valid, perfected
          and continuing first security interest in such Partnership Interests
          and Membership Interests and the proceeds thereof, subject to no prior
          lien or encumbrance or to any agreement purporting to grant to any
          third party a lien or encumbrance on the property or assets of such
          Pledgor which would include the Collateral;


                                       12
<PAGE>
               (xiii) there are no currently effective financing statements
          under the UCC covering any property which is now or hereafter may be
          included in the Collateral other than financing statements in favor of
          the Pledgee or financing statements with respect to Permitted Liens;

               (xiv) it shall give the Pledgee prompt notice of any written
          claim relating to the Collateral and shall deliver to the Pledgee a
          copy of each other demand, notice or document received by it which may
          adversely affect the Pledgee's interest in the Collateral promptly
          upon, but in any event within 10 business days after, such Pledgor's
          receipt thereof;

               (xv) it shall not withdraw as a partner of any Pledged
          Partnership or member of any Pledged LLC, or file or pursue or take
          any action which may, directly or indirectly, cause a dissolution or
          liquidation of or with respect to any Pledged Partnership or Pledged
          LLC or seek a partition of any property of any Pledged Partnership or
          Pledged LLC, except as permitted by the Loan Agreement;

               (xvi) as of the date hereof, all of its Partnership Interest and
          Membership Interests are uncertificated and each Pledgor covenants and
          agrees that it will not approve, except with the consent of the Agent
          Bank, of any action by any Pledged Partnership or Pledged LLC to
          convert such uncertificated interests into certificated interests; and

               (xvii) it will take no action which would violate or be
          materially inconsistent with any of the terms of any Secured Debt
          Agreement, or which would have the effect of impairing the position or
          interests of the Pledgee or any other Bank under any Secured Debt
          Agreement except as permitted by the Loan Agreement.

           16. PLEDGORS' OBLIGATIONS ABSOLUTE, ETC. The obligations of each
Pledgor under this Pledge Agreement shall be absolute and unconditional and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever, including, without limitation:

               (i) any renewal, extension, amendment or modification of, or
          addition or supplement to or deletion from any of the Secured Debt
          Agreements, or any other instrument or agreement referred to therein,
          or any assignment or transfer of any thereof,

               (ii) any waiver, consent, extension, indulgence or other action
          or inaction under or in respect of any such agreement or instrument or
          this Pledge Agreement;


                                       13
<PAGE>
               (iii) any furnishing of any additional security to the Pledgee or
          its assignee or any acceptance thereof or any release of any security
          by the Pledgee or its assignee;

               (iv) any limitation on any party's liability or obligations under
          any such instrument or agreement or any invalidity or
          unenforceability, in whole or in part, of any such instrument or
          agreement or any term thereof; or

               (v) any bankruptcy, insolvency, reorganization, composition,
          adjustment, dissolution, liquidation or other like proceeding relating
          to such Pledgor or any Subsidiary of such Pledgor, or any action taken
          with respect to this Pledge Agreement by any trustee or receiver, or
          by any court, in any such proceeding, whether or not such Pledgor
          shall have notice or knowledge of any of the foregoing.

           17. REGISTRATION, ETC. (a) If an Event of Default shall have occurred
and be continuing and any Pledgor shall have received from the Pledgee a written
request or requests that such Pledgor cause any registration, qualification or
compliance under any Federal or state securities law or laws to be effected with
respect to all or any part of the Pledged Stock, such Pledgor as soon as
practicable and at its expense will use its best efforts to cause such
registration to be effected (and be kept effective for such period) including,
without limitation, registration under the Securities Act of 1933, as then in
effect (or any similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate compliance
with any other governmental requirements, provided that the Pledgee shall
furnish to such Pledgor such information regarding the Pledgee as such Pledgor
may request in writing and as shall be required in connection with any such
registration, qualification or compliance. Each Pledgor will cause the Pledgee
to be kept reasonably advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof, will
furnish to the Pledgee such number of prospectuses, offering circulars and other
documents incident thereto as the Pledgee from time to time may reasonably
request, and will indemnify, to the extent permitted by law, the Pledgee, each
other Bank and all others participating in the distribution of such Pledged
Stock against all claims, losses, damages or liabilities caused by any untrue
statement (or alleged untrue statement) of a material fact contained therein (or
in any related registration statement, notification or the like) or by any
omission (or alleged omission) to state therein (or in any related registration
statement, notification or the like) a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same may have been caused by an untrue statement or omission
based upon information furnished to such Pledgor by the Pledgee or such other
Bank expressly for use therein.

           (b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Pledged Securities pursuant to Section 7,
and such Pledged Securities or the part thereof to be sold shall not, for any
reason whatsoever, be effectively registered under the Securities Act of 1933,
as then in effect, the Pledgee may, in its sole and absolute discretion, sell


                                       14
<PAGE>
such Pledged Securities or part thereof by private sale in such manner and under
such circumstances as Pledgee may deem necessary or advisable in order that such
sale may legally be effected without such registration. Without limiting the
generality of the foregoing, in any such event the Pledgee, in its sole and
absolute discretion, (i) may proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under such Securities Act, (ii)
may approach and negotiate with a single possible purchaser to effect such sale
and (iii) may restrict such sale to a purchaser who will represent and agree
that such purchaser is purchasing for its own account, for investment, and not
with a view to the distribution or sale of such Pledged Securities or part
thereof. In the event of any such sale, the Pledgee shall incur no
responsibility or liability for selling all or any part of the Pledged
Securities at a price which the Pledgee, in its sole and absolute discretion,
may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale were
deferred until the registration as aforesaid.

           18. TERMINATION; RELEASE. (a) After the Termination Date (as defined
in this Section 18(a) below) this Agreement shall terminate (provided that all
indemnities set forth herein including, without limitation, in Section 11 hereof
shall survive any such termination) and the Pledgee, at the request and expense
of the respective Pledgor, will execute and deliver to such Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of this
Pledge Agreement as provided above, and will duly assign, transfer and deliver
to such Pledgor (without recourse and without any representation or warranty)
such of the Collateral as may be in the possession of the Pledgee and as has not
theretofore been sold or otherwise applied or released pursuant to this Pledge
Agreement, together with any moneys at the time held by the Pledgee hereunder.
As used in this Pledge Agreement, "Termination Date" shall mean the date upon
which the Revolving Loan Commitments have been terminated, no Revolving Credit
Note or Letter of Credit under the Loan Agreement is outstanding (and all Loans
have been paid in full) and all other Obligations have been paid in full (other
than arising from indemnities for which no request has been made).

           (b) In the event that any part of the Collateral is sold in
connection with a sale permitted by Section 8.1 of the Loan Agreement or is
otherwise released at the direction of the Agent Bank, and the proceeds of such
sale or sales or from such release are applied in accordance with the terms of
the Loan Agreement to the extent required to be so applied, the Pledgee, at the
request and expense of the respective Pledgor will release such Collateral from
this Pledge Agreement, duly assign, transfer and deliver to such Pledgor
(without recourse and without any representation or warranty) such of the
Collateral as is then being (or has been) so sold or released and as may be in
possession of the Pledgee and has not theretofore been released pursuant to this
Pledge Agreement.

           (c) At any time that any Pledgor desires that Collateral be released
as provided in the foregoing Section 18(a) or (b), it shall deliver to the
Pledgee a certificate signed by a principal executive officer stating that the
release of the respective Collateral is permitted pursuant to Section 18(a) or
(b). The Pledgee shall have no liability whatsoever to any Bank as the result of
any release of Collateral by it as permitted by this Section 18.


                                       15
<PAGE>
           19. NOTICES, ETC. All notices and other communications hereunder
shall be in writing and shall be delivered or mailed by first class mail,
postage prepaid, addressed:

               (i) if to any Pledgor, at its address set forth opposite its
          signature below;

               (ii) if to the Pledgee, at:

                            BANK ONE, NA
                            416 West Jefferson Street
                            Louisville, KY 40202
                            Attn: Mr. Joseph Brenner

               (iii) if to any Bank (other than the Pledgee), at such address as
          such Bank shall have specified in the Loan Agreement;

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

           20. WAIVER, AMENDMENT. None of the terms and conditions of this
Pledge Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by the Pledgee (with the consent of the
Majority Banks or, to the extent required by Section 16.10 of the Loan
Agreement, all of the Banks) and each Pledgor affected thereby.

           21. PLEDGEE NOT BOUND. (a) Nothing herein shall be construed to make
the Pledgee or any other Bank liable as a general partner or limited partner of
any Pledged Partnership or a member of any Pledged LLC or a shareholder of any
corporation, and neither the Pledgee nor any Bank by virtue of this Pledge
Agreement or otherwise (except as referred to in the following sentence) shall
have any of the duties, obligations or liabilities of a general partner or
limited partner of any Pledged Partnership or a member of any Pledged LLC or a
stockholder of any corporation. The parties hereto expressly agree that, unless
the Pledgee shall become the absolute owner of a Partnership Interest, a
Membership Interest or Stock pursuant hereto, this Pledge Agreement shall not be
construed as creating a partnership or joint venture or membership agreement
among the Pledgee, any other Bank and/or a Pledgor.

           (b) Except as provided in the last sentence of paragraph (a) of this
Section 21, the Pledgee, by accepting this Pledge Agreement, does not intend to
become a general partner or limited partner of any Pledged Partnership or a
member of any Pledged LLC or a shareholder of any corporation or otherwise be


                                       16
<PAGE>
deemed to be a co venturer with respect to any Pledgor or any Pledged
Partnership or a member of any Pledged LLC or a shareholder of any corporation
either before or after an Event of Default shall have occurred. The Pledgee
shall have only those powers set forth herein and shall assume none of the
duties, obligations or liabilities of a general partner or limited partner of
any Pledged Partnership or of a member of any Pledged LLC or of a Pledgor.

           (c) The Pledgee shall not be obligated to perform or discharge any
obligation of a Pledgor as a result of the collateral assignment hereby
effected.

           (d) The acceptance by the Pledgee of this Pledge Agreement, with all
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee to appear in or defend any action or
proceeding relating to the Collateral to which it is not a party, or to take any
action hereunder or thereunder, or to expend any money or incur any expenses or
perform or discharge any obligation, duty or liability under the Collateral.

           22. MISCELLANEOUS. This Pledge Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 18, (ii)
be binding upon each Pledgor, its successors and assigns; and (iii) inure,
together with the rights and remedies of the Pledgee hereunder, to the benefit
of the Pledgee, the other Banks and their respective successors, transferees and
assigns. THIS PLEDGE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The headings of the several
sections and subsections in this Pledge Agreement are for purposes of reference
only and shall not limit or define the meaning hereof. This Pledge Agreement may
be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument. In the event that any
provision of this Pledge Agreement shall prove to be invalid or unenforceable,
such provision shall be deemed to be severable from the other provisions of this
Pledge Agreement which shall remain binding on all parties hereto.

           23. WAIVER OF JURY TRIAL. Each Pledgor and the Pledgee hereby
irrevocably waive all right to a trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Pledge Agreement or the
transactions contemplated hereby.

           24. ADDITIONAL PLEDGORS. It is understood and agreed that any
subsidiary of the Borrower that becomes a Subsidiary of the Borrower subsequent
to the date hereof shall be required to execute a counterpart of this Pledge
Agreement and shall become a Pledgor hereunder by executing a counterpart hereof
and delivering the same to the Pledgee and Annexes A, B, C and D will be
modified at such time in a manner acceptable to the Pledgee to give effect to
such additional Pledgor.

           25. AUTHORIZATION AND DIRECTION. Each Pledged Partnership and each
Pledged LLC is hereby authorized and directed to register the respective
Pledgor's pledge to the Pledgee on behalf of the Banks of the interest of such
Pledgor on such entity's books.



                                       17
<PAGE>
           IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this
Pledge Agreement to be executed and delivered by their duly authorized officers
as of the date first above written.

257 Park Avenue South, 7th Fl.             NORTH ATLANTIC TRADING
New York, New York 10010 7304              COMPANY, INC., as a Pledgor


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: President and Chief
                                                     Financial Officer

257 Park Avenue South, 7th Fl.             NORTH ATLANTIC OPERATING
New York, New York 10010 7304              COMPANY, INC., as a Pledgor


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer

257 Park Avenue South, 7th Fl.             NATIONAL TOBACCO COMPANY,
New York, New York 10010 7304              L.P., as a Pledgor

                                           BY: NATIONAL TOBACCO
                                           FINANCE CORPORATION, as its
                                           General Partner


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


257 Park Avenue South, 7th Fl.             NATIONAL TOBACCO FINANCE
New York, New York 10010 7304              CORPORATION, as a Pledgor


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


257 Park Avenue South, 7th Fl.             NORTH ATLANTIC CIGARETTE
New York, New York 10010 7304              COMPANY, INC., as a Pledgor


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


257 Park Avenue South, 7th Fl.             NORTH ATLANTIC CIGARETTE
New York, New York 10010 7304              COMPANY, INC., as a Pledgor


                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


                                       18
<PAGE>
257 Park Avenue South, 7th Fl.             STOKER, INC., as a Pledgor
New York, New York 10010 7304

                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


257 Park Avenue South, 7th Fl.             RBJ SALES, INC., as a Pledgor
New York, New York 10010 7304

                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


257 Park Avenue South, 7th Fl.             FRED STOKER & SONS, INC., as Pledgor
New York, New York 10010 7304

                                           By: /s/ David I. Brunson
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer



                                       19
<PAGE>
416  West Jefferson                      BANK ONE, NA
Louisville  Kentucky 40202               as Agent Bank, on behalf of itself and
                                         The Banks, as Pledgee


                                         By: /s/ H. Joseph Brenner
'                                           ------------------------------------
                                            Title: First Vice President








                                       20
<PAGE>
II. Security Documents and Related Documentation.
    --------------------------------------------

           A. Pledge Agreement:

           ANNEX A   List of Subsidiaries
           ANNEX B   List of Stock
           ANNEX C   List of Notes
           ANNEX D   List of Partnership Interests/Membership, Interests
           ANNEX E   Form of Pledge Notice
           ANNEX F   Form of Pledge Acknowledgment







                                       21
<PAGE>
                                PLEDGE AGREEMENT

                                     ANNEX A

                              List of Subsidiaries
                              --------------------

A. North Atlantic Trading Company, Inc.

<TABLE>
<C>                                                          <C>

           Name                                                        Jurisdiction
           ----                                                        ------------

           National Tobacco Finance Corporation                        Incorporated in the State of Delaware

           National Tobacco Company, L.P.                              Limited Partnership organized in Delaware

           North Atlantic Operating Company, Inc.                      Incorporated in the State of Delaware

           North Atlantic Cigarette Company, Inc.                      Incorporated in the State of Delaware

           Stoker, Inc.                                                Incorporated in the State of Tennessee

           RBJ Sales, Inc.                                             Incorporated in the State of Tennessee

           Fred Stoker & Sons, Inc.                                    Incorporated in the State of Tennessee

B.         National Tobacco Finance Corporation

           None.

C. National Tobacco Company, L.P.

           None.

D. North Atlantic Operating Company, Inc.

           None.

E. North Atlantic Cigarette Company, Inc.

           None

F. Stoker, Inc.

           None

G. RBJ Sales, Inc.

           None

H. Fred Stoker & Sons, Inc.

           None

</TABLE>


                                       22
<PAGE>
                                PLEDGE AGREEMENT

                                     ANNEX B

                                  List of Stock
                                  -------------
<TABLE>
<S>                                          <C>              <C>               <C>                      <C>

A. North Atlantic Trading Company, Inc.
                                                        TYPE           NO.
NAME  OF                                                 OF            OF                                       PERCENTAGE
ISSUING CORPORATION                                    SHARES         SHARES            CERTIFICATE NO.           OWNED
-------------------                                    ------         ------            ---------------           -----
National Tobacco Finance Corporation                   Common         100                      2                  100%

North Atlantic Operating Company, Inc.                 Common         100                      1                  100%

North Atlantic Cigarette                               Common
Company

Stoker, Inc.                                           Common

RBJ Sales, Inc.                                        Common

Fred Stoker & Sons, Inc.                               Common

B.         National Tobacco Finance Corporation

           None.

C. National Tobacco Company, L.P.

           None.

D. North Atlantic Operating Company, Inc.

           None.

E. North Atlantic Cigarette Company, Inc.

           None

F. Stoker, Inc.

           None

G. RBJ Sales, Inc.

           None
H. Fred Stoker & Sons, Inc.

           None

</TABLE>


                                       23
<PAGE>
                                PLEDGE AGREEMENT

                                     ANNEX C

                                  List of Notes

A. North Atlantic Trading Company, Inc.

           None.

B.         National Tobacco Finance Corporation

           None.

C. National Tobacco Company, L.P.

           None.

D. North Atlantic Operating Company, Inc.

           None.

E. North Atlantic Cigarette Company, Inc.

           None

F. Stoker, Inc.

           None

G. RBJ Sales, Inc.

           None

H. Fred Stoker & Sons, Inc.

           None



                                       24
<PAGE>
                                PLEDGE AGREEMENT

                                     ANNEX D

                     PART I - LIST OF PARTNERSHIP INTERESTS

A. North Atlantic Trading Company, Inc.


                                          Type of
                                         Partnership
    Pledged Entities                      Interest           Percentage Owned
    ----------------                      --------           ----------------
    National Tobacco Company, L.P.        Limited                  99%


B.  National Tobacco Finance Corporation

                                           Type of
                                         Partnership
    Pledged Entities                      Interest           Percentage Owned
    ----------------                      --------           ----------------
    National Tobacco Company, L.P.        General                  1%


C. National Tobacco Company, L.P.

           None.

D. North Atlantic Operating Company, Inc.

           None.

E. North Atlantic Cigarette Company, Inc.

           None

F. Stoker, Inc.

           None

G. RBJ Sales, Inc.
           None

H. Fred Stoker & Sons, Inc.

           None



                                       25
<PAGE>
                      PART II - LIST OF MEMBERSHIP INTEREST

A. North Atlantic Trading Company, Inc.

           None.

B.         National Tobacco Finance Corporation

           None.

C. National Tobacco Company, L.P.

           None.

D. North Atlantic Operating Company, Inc.

           None.

E. North Atlantic Cigarette Company, Inc.

           None

F. Stoker, Inc.

           None

G. RBJ Sales, Inc.

           None

H. Fred Stoker & Sons, Inc.

           None



                                       26