Exhibit 10:30

                           COMMERCIAL PLEDGE AGREEMENT
<TABLE>
<CAPTION>
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  Principal       Loan Date     Maturity     Loan No   Call    Collateral     Account      Officer    Initials
<S>              <C>           <C>             <C>                         <C>               <C>
$1,529,784.00    06-16-1999    06-16-2000      ***                         3200548-9002      076
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</TABLE>
    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.
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GRANTOR:  WELLINGTON HALL, LIMITED      LENDER: LEXINGTON STATE BANK
          425 JOHN WARD ROAD                    ONE LSB PLAZA
          LEXINGTON, NC 27292                   PO BOX 867
                                                LEXINGTON, NC 27292
================================================================================

THIS  COMMERCIAL  PLEDGE  AGREEMENT  dated June 16,  1999,  is made and executed
between   Wellington  Hall,   Limited   ("Grantor")  and  Lexington  State  Bank
("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender  shall  have the  rights  state 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
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,  and  further  together  with all Income and  Proceeds as
described herein:

     Assignment of Life Insurance  Policies No. 3058458 & No. 3069359 by General
     American Life Insurance Company on the life of Hoyt Milton Hackney, Jr.

     Assignment of Life Insurance Policy No. VIYW004826 by CNA/Valley Forge Life
     Insurance Company on the life of Arthur F. Bingham.

RIGHT OF SETOFF.  Grant grants to Lender a contractual security interest in, and
hereby  assigns,  conveys,  delivers,  pledges  and  transfers  to  Lender,  all
Grantor's right, title and interest in and to all Grantor's accounts with Lender
(whether checking,  savings, or some other account).  This includes all accounts
Grantor may open in the future.  However, this does not include any IRA or Keogh
accounts, or any trust accounts for which the grant of a security interest would
be prohibited by law.  Grantor  authorizes  Lender,  to the extent  permitted by
applicable law, to charge or setoff all sums owing on the  Indebtedness  against
any and all such accounts.

REPRESENTATIONS   AND  WARRANTIES  WITH  RESPECT  TO  THE  COLLATERAL.   Grantor
represents and warrants to lender that:

     Ownership.  Grantor is the lawful owner of the Collateral free and clear of
     all security interest,  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 full right,  power and authority to enter
     into this Agreement and to pledge the Collateral.

     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 canceled as provided herein.

     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.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.  Lender may hold
the Collateral until all  indebtedness  has been paid and satisfied.  Thereafter
Lender may  deliver  the  Collateral  to  grantor  or to any other  owner of 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  a hiring  other  people,  such as  attorneys,  appraisers  or other
     experts.  Lender may charge Grantor for any cost incurred in so going. When
     applicable  law  provides  more than one method of  perfection  of Lender's
     security interest, Lender may choose the method(s) to be used.

     Income and Proceeds from the Collateral.  Lender may receive all Income and
     Proceeds and add it to the Collateral. grantor agrees to delivery to Lender
     immediately   upon  receipt,   in  the  exact  form  received  and  without
     commingling  with  other  property,   all  Income  and  Proceeds  from  the
     collateral  which may be received by, Paid,  or delivered to Grantor or for
     Grantor's  account,  whether  as  an  addition  to,  in  discharge  of,  in
     substitution of, or in exchange for any of the collateral.

     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 mature.

     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  an 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.

     All Collateral Secures  Indebtedness.  All Collateral shall be security for
     the indebtedness,  whether the Collateral is located at one or more offices
     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.

     Collection  of  Collateral.  Lender at Lender's  option may,  but need not,
     collect the Income  directly  from the  Obligors.  Grantor  authorizes  and
     directs the Obligors,  if Lender decides to collect the income,  to pay and
     deliver to Lender all income  from the  Collateral  and to accept  Lender's
     receipt of payments.

     Power  of  Attorney.  Grantor  irrevocably  appoints  Lender  as  Grantor's
     attorney-in-fact,  with full power of substitution, (a) to demand, collect,
     receive,  receipt  for,  sue and recover all Income and  Proceeds and other
     sums of money and other  property  which may now or  hereafter  become due,
     owing or payable  from the  Obligors  in  accordance  with the terms of the
     Collateral;  (b) to  execute,  sign and  endorse  any and all  instruments,
     receipts, checks, drafts and warrants issued in payment for the collateral:
     (c)  to  settle  or  compromise  any  and  all  claims  arising  under  the
     Collateral,  and in the place and stead of  Grantor,  execute  and  deliver
     Grantor's  release and  acquittance  for Grantor;  (d) to file any claim or
     claims or to take any action or institute or take part in any  proceedings,
     either in Lender's own name or in the name of Grantor, or otherwise,  which
     in the discretion of Lender may seem to be necessary or advisable;  and (e)
     to execute in  Grantor's  name and to deliver to the  Obligors on Grantor's
     behalf,  at the time and in the manner  specified  by the  collateral,  any
     necessary instruments or documents.

     PERFECTION  OF SECURITY  INTEREST.  Upon  Lender's  request,  Grantor  will
     delivery to Lender any and all of the documents  evidencing or constituting
     the  Collateral,  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 or to continue the security interest granted
     in this  Agreement.  This  is a  continuing  Security  Agreement  and  will
     continue in effect even though all or any part of the  Indebtedness is paid
     in full and even though for a period of time Grantor may not be indebted to
     Lender.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Grantor fails 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,  liens,  security  interest,  encumbrances  and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,   maintaining  and  preserving  the  Collateral  all  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note form 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  (1) the term of any
applicable  insurance  policy,  (2) the  remaining  term of the Note,  or (3) be
treated as a balloon payment

<PAGE>

                                                                          Page 2
                          COMMERCIAL PLEDGE AGREEMENT
                                  (Continued)
================================================================================

which will be due and payable at the Note's  maturity.  The Collateral also will
secure  payment of these  amounts.  Such right shall be in addition to all other
right san remedies to which Lender may be entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER.  Lender shall use ordinary reasonable care
in  he  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  their
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders, or similar matters relating to any of the collateral,  or (c) informing
Grantor  about any of the above,  whether or not Lender has or is deemed to have
knowledge  of such  matters.  Except a  provided  above,  Lender  shall  have no
liability for depreciation or deterioration of the Collateral.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

     Payment  Default.  Grantor  fails to make any  payment  when due  under the
     indebtedness.

     Other Defaults.  Grantor fails to comply with or to perform any other term,
     obligation,  covenant or condition contained in this agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Grantor.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by Grantor or on Grantor's behalf under this Agreement,
     the Note,  or the Related  Documents is false or misleading in any material
     respect,  either now or at the time made or furnished  or becomes  false or
     misleading at any time thereafter.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including  failure of any collateral
     document to crate a valid and perfected  security  interest or lien) at any
     time and for any reason.

     Insolvency.  The  dissolution or  termination  of Grantor's  existence as a
     going  business,  the insolvency of Grantor,  the appointment of a received
     for any part of  Grantor's  property,  any  assignment  for the  benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor  of Grantor or by any
     government agency against any collateral  securing the  Indebtedness.  This
     includes a  garnishment  of any of Grantor's  accounts,  including  deposit
     accounts,  with Lender.  However,  this Event of Default shall not apply if
     there  is  a  good  faith   dispute  by  Grantor  as  to  the  validity  or
     reasonableness  of  the  claim  which  is the  basis  of  the  creditor  or
     forfeiture  proceeding  and if Grantor gives Lender  written  notice of the
     creditor or  forfeiture  proceeding  and deposits  with Lender  monies or a
     surety  bond  for the  creditor  or  forfeiture  proceeding,  in an  amount
     determined by Lender, in its sole discretion,  as being an adequate reserve
     or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to  guarantor,  endorser,  surety  or  accommodation  party  of  any of the
     Indebtedness or guarantor, endorser, surety, or accommodation party dies or
     becomes incompetent.

     Adverse  Change.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     CURE  PROVISIONS.  If any  default,  other  than a default in  payment,  is
     curable  and if Grantor has not been given a notice of a breach of the same
     provision of this Agreement within the preceding twelve (12) months, it may
     be cured (and no event of default  will have  occurred)  if Grantor,  after
     receiving  written notice from Lender  demanding cure of such default:  (a)
     cure the default with fifteen (15) days;  or (b) if the cure  requires more
     than fifteen (15) days,  immediately  initiate  steps which Lender deems in
     Lender's  sole  discretion  to  be  sufficient  to  cure  the  default  and
     thereafter  continue  and  complete  all  reasonable  and  necessary  steps
     sufficient to produce compliance as soon as reasonable practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement,  at any time  thereafter,  Lender may exercise any one or more of the
following rights and remedies:

     Accelerate  e  Indebtedness.   Declare  all  Indebtedness,   including  any
     prepayment penalty which Grantor would be required to pay,  immediately due
     and payable, without notice of any kind to Grantor.

     Collection the  Collateral.  Collect any of the Collateral and, at Lender's
     option and to the extend permitted by applicable law, retain  possession of
     the collateral 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.  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, or any of them, notice at least ten (10) days in advance of the
     time and place of any public  sale,  or of the date after which any private
     sale may be made.  Grantor agrees that any requirement of reasonable notice
     is satisfied if Lender mails notice by ordinary mail  addressed to Grantor,
     or any of them, at the last address Grantor has given Lender in writing. If
     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 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.

     Register Securities.  Register any securities included in the Collateral in
     Lender's name and exercise any rights normally incident to the ownership of
     securities.

     SELL SECURITIES. Sell any securities included in the Collateral in a manner
     consistent with applicable  federal and state  securities laws. If, because
     of restrictions  under such laws,  Lender is unable,  or believes Lender is
     unable,  to sell the  securities  in an open  market  transaction,  Grantor
     agrees  that  Lender  will  have no  obligation  to delay  sale  until  the
     securities can be registered. Then Lender may make a private sale to one or
     more persons or to a restricted group of persons, even though such sale may
     result in a price that is less  favorable than might be obtained in an open
     market transaction. Such a sale will be considered commercially reasonable.
     If any securities held as Collateral are "restricted securities" as defined
     in the Rules of the Securities and Exchange  commission (such as Regulation
     D or Rule 144) or the rules of state  securities  departments  under  state
     "Blue Sky" laws,  or if Grantor or any other owner of the  Collateral is an
     affiliate  of the issuer of the  securities,  Grantor  agrees that  neither
     Grantor,  nor any member of Grantor's family,  nor any other person signing
     this  Agreement  will sell or  dispose  of any  securities  of such  issuer
     without obtaining Lender's prior written consent.

     Foreclosure.  Maintain  a  judicial  suit for  foreclosure  and sale of the
     Collateral.

     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  Uniform
     Commercial Code, at law, in equity, or otherwise.

     Application of Proceeds. Apply any cash which is part of the Collateral, or
     which  is  received  from  the  collection  or sale of the  Collateral,  to
     reimbursement  of any  expenses,  including any costs for  registration  of
     securities, commissions incurred in connection with a sale, attorneys' fees
     and court costs,  whether or not there is a lawsuit and  including any fees
     on appeal, incurred by Lender in connection with the collection and sale of
     such  Collateral  and to the  payment  of the  Indebtedness  of  Grantor to
     Lender,  with any excess  funds to be paid to Grantor  as the  interest  of
     Grantor may appear.  Grantor agrees, to the extend permitted by law, to pay
     any deficiency  after  application of the proceeds of the Collateral to the
     Indebtedness.

     Election of Remedies. Except as may be prohibited by applicable law, all of
     Lender's  rights and  remedies,  whether  evidence 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 will not bar 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.

MISCELLANEOUS  PROVISIONS.  The following  miscellaneous provision are a part of
this Agreement:

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Attorneys'  Fees:  Expenses.  Grantor  agrees  to pay  upon  demand  all of
     Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees  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 attorneys' fees and legal
     expenses whether or not there is a lawsuit,  including  attorneys' fees and
     legal expenses for bankruptcy  proceedings  (including efforts to modify or
     vacate any automatic  stay or  injunction),  appeals,  and any  anticipated
     post-judgement collection services. Grantor also shall pay all court

<PAGE>

                                                                          Page 3
                          COMMERCIAL PLEDGE AGREEMENT
                                  (Continued)
================================================================================

     cost and such additional fees as may be directed by the court.

     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,  construed and enforced
     in accordance with federal law and the laws of the State of North Carolina.
     This agreement has been accepted by Lender in the State of North Carolina.

     No waiver by Lender.  Lender  shall not be deemed to have waived any rights
     under this  Agreement  unless such waiver is given in writing and signed by
     Lender.  No delay or omission on the part of Lender in exercising any right
     shall  operate  as a waiver of such right or any other  right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right  otherwise to demand strict  compliance  with that
     provision  or any other  provision  of this  Agreement.  No prior waiver by
     Lender,  nor any  course of  dealing  between  Lender  and  grantor,  shall
     constitute  a  waiver  of any of  Lender's  rights  or of any of  Grantor's
     obligations as to any future  transactions.  Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender in
     any  instance  shall  not  constitute   continuing  consent  to  subsequent
     instances  where such consent is required and in all cases such consent may
     be granted or withheld in sole discretion of Lender.

     Notices.  Any notice  required  to be given under this  Agreement  shall be
     given in writing,  and shall be effective  when  actually  delivered,  when
     actually received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally  recognized  overnight courier,  or, if mailed,
     when  deposited  in the United  States  mail,  as first class  certified or
     registered mail postage  prepaid,  directed to the addresses shown near the
     beginning of this  Agreement.  Any party may change its address for notices
     under this  Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Grantor agrees to keep Lender informed at all times of
     Grantor's current address. Unless otherwise provided or required by law, if
     there is more than one Grantor, any notice g given by Lender to any Grantor
     is deemed to be notice given to all Grantors.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to  be  illegal,  invalid,  or  unenforceable  as  to  any
     circumstance,  that finding shall not make the offending provision illegal,
     invalid,  or unenforceable as to any other circumstance.  If feasible,  the
     offending  provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered deleted from this AGreement.  Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

     Successors and Assigns.  Abject to any limitations  stated in his agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure to the benefit of the  parties,  their  successors  and  assigns.  If
     ownership of the Collateral  becomes vested in a person other than Grantor,
     Lender,  without notice to Grantor, may deal with Grantor's successors with
     reference to this Agreement and the  indebtedness  by way of forbearance or
     extension  without releasing Grantor from the obligations of this Agreement
     or liability under the Indebtedness.

     Time is of the Essence.  Time is of the essence in the  performance 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 States of America.  Words and terms used in he 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 Uniform Commercial Code:

     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 to this Commercial
     Pledge Agreement from time to time.

     Borrower.  The word " Borrower" means  Wellington  Hall,  Limited,  and all
     other persons and entities signing the Note in whatever capacity.

     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".

     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 Wellington Hall, Limited.

     Income and Proceeds.  The words "Income and Proceeds'  mean all present and
     future income, proceeds, earnings, increases, and substitutions from or for
     the Collateral of every kind and nature,  including without  limitation all
     payments,  interest,  profits,  distributions,  benefits,  rights, options,
     warrants,   dividends,   stock  dividends,   stock  splits,  stock  rights,
     regulatory dividend, distributions, subscriptions, monies, claims for money
     due and to become due, proceeds of any insurance on the Collateral,  shares
     of stock of different part value or no par value issued in  substitution or
     exchange  of share  included  in the  Collateral,  and all  other  property
     Grantor is entitle to  received  on account of such  Collateral,  including
     accounts, documents, instruments, chattel paper, and general intangibles.

     Indebtedness.  The word "indebtedness" means the indebtedness  evidenced by
     the  Note or  Related  Documents,  including  all  principal  and  interest
     together  with all other  indebtedness  and costs  and  expenses  for which
     Grantor  irresponsible  under this  Agreement  or under any of the  Related
     Documents.

     Lender.  the word "Lender" means  Lexington  State Bank, its successors and
     assigns.

     Note.  The word "Note" means the Note  executed by Grantor in the principal
     amount of $1,529,784.00 dated June 16, 1999, together with all renewals of,
     extensions of,  modifications  of,  refinancing of  consolidations  of, and
     substitutions of the note or credit agreement.

     Obligor.  The word "Obligor"  means without  limitation any and all persons
     obligated to pay money or to perform some other act under the Collateral.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements,  environmental agreements,  guaranties,
     security  agreements,   mortgages,   deeds  of  trust,  security  d  deeds,
     collateral mortgages, and all other instruments,  agreements and documents,
     whether  now  or  hereafter   existing,   executed   connection   with  the
     Indebtedness.

GRANTOR HAS READ AND  UNDERSTOOD ALL THE  PROVISIONS OF THIS  COMMERCIAL  PLEDGE
AGREEMENT AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED JUNE 16, 1999.  THIS
AGREEMENT  IS GIVEN UNDER SEAL AND IT IS  INTENDED  THAT THIS  AGREEMENT  IS AND
SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GRANTOR:                                (CORPORATE SEAL)
                                        ATTEST: /s/ WILLIAM W. WOODRUFF
                                                -----------------------------
WELLINGTON HALL, LIMITED                        WILLIAM W. WOODRUFF, SECRETARY

BY: /s/ HOYT M. HACKNEY, JR.  (SEAL)    BY: /s/ WILLIAM W. WOODRUFF
    --------------------------             ---------------------------------
    HOYT M. HACKNEY, JR. PRESIDENT OF      WILLIAM W. WOODRUFF, SECRETARY OF
    WELLINGTON HALL, LIMITED               WELLINGTON HALL, LIMITED

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