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                                                                   EXHIBIT 10.45

                              AMENDED AND RESTATED
                          THIRD PARTY PLEDGE AGREEMENT


          This AMENDED AND RESTATED THIRD PARTY PLEDGE AGREEMENT is entered into
as of June 1, 2002 (the "Pledge Agreement") between GBC KANSAS, INC. (f/k/a Gold
Banc Acquisition Corporation II, Inc.) (the "Assignor") and LASALLE BANK
NATIONAL, a national banking association (the "Bank"), whose address is 135
South LaSalle Street, Chicago, Illinois 60603.

                                R E C I T A L S:

          A.   In 1998 - 1999, the Assignor and Bank entered into one or more
pledge agreements pursuant to which the Assignor granted to the Bank a security
interest in 100% of the shares of the capital stock of the "Issuer" (hereinafter
defined) or a predecessor thereof (collectively, as amended from time to time,
the "Original Pledge Agreement"), to secure the obligations of Gold Banc
Corporation, Inc. (the "Borrower") to the Bank.

          B.   The Assignor and the Bank have agreed to amend and restate the
Original Pledge Agreement pursuant to the terms hereof.

          NOW, THEREFORE, for and in consideration of the foregoing premises,
which are hereby incorporated herein as true, and the mutual promises and
agreements contained herein, the Assignor and the Bank hereby agree as follows:

                              A G R E E M E N T S:

          1.   Grant of Security Interest. To secure the "Obligations" defined
in Section 2, the Assignor hereby assigns, pledges and grants to the Bank, as a
secured party and a secured creditor under the Uniform Commercial Code of
Illinois, in effect from time to time (the "UCC"), a security interest in and to
the following (collectively, the "Collateral"):

               (a)  together with all voting rights thereto, 100% of the shares
          of the common stock of Gold Bank - Kansas (the "Issuer"), together
          with any stock of the Issuer delivered to the Bank pursuant to Section
          4(b) hereof or otherwise in the possession of the Bank and any and all
          other shares of the capital stock of the Issuer hereafter owned or
          acquired by the Assignor by reason of a stock dividend or a sale or
          other transfer of the capital stock of the Issuer by the Assignor, as
          a result of or in connection with any increase or reduction of
          capital, reclassification, merger, consolidation, sale of assets,
          combination of shares, stock split, spin-off or split-off, together
          with all substitutions or replacements of any of the foregoing
          (together with any other stock in the Issuer required to be pledged
          and delivered hereunder being collectively referred to herein as the
          "Stock");

               (b)  any and all other certificates now or hereinafter in the
          possession of the Assignor or the Bank evidencing the Stock, together
          with any stock powers therefor;

               (c)  all payments, income and dividends (whether in cash, stock
          or other property), liquidating dividends, stock warrants, stock
          options, stock rights, subscription rights, securities of the Issuer
          or any other distributions of any other property which the Assignor is
          now or may hereafter be entitled to receive on account of the Stock
          (collectively, the "Distributions");

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               (d)  any and all products and proceeds of any kind of any and all
          of the foregoing Collateral now or hereafter owned or acquired by the
          Assignor.

          2.   Obligations. The obligations secured by this Pledge Agreement
(the "Obligations") are the following:

               (a)  any and all obligations and liabilities of the Borrower to
          the Bank whether direct or indirect, joint or several, absolute or
          contingent, now or hereafter existing or arising, including without
          limitation, the obligations of the Borrower under that certain Amended
          and Restated Loan Agreement dated as of December 1, 1998, as amended
          from time to time, and the documents and instruments, including
          without limitation the promissory notes (the "Notes" and each a
          "Note"), from time to time executed and delivered in connection
          therewith;

               (b)  any and all sums advanced by Bank in order to preserve the
          Collateral or to perfect its security interest in the Collateral; and

               (c)  in the event of any proceeding to enforce the collection of
          the Obligations, 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 Bank of its rights
          in the event of a default under any agreement between the Borrower and
          the Bank, together with reasonable attorneys' fees and court costs.

          3.   Representations and Warranties. The Assignor represents and
warrants to the Bank as follows:

               (a)  The Assignor is a corporation duly organized, existing and
in good standing with full and adequate power to carry on and conduct its
business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the nature of its activities require such
qualification or licensing.

               (b)  The Assignor has full right, power and authority, without
obtaining the consent of any other person, body or governmental agency, to enter
into and deliver this Pledge Agreement, to pledge, assign and grant a security
interest in and deliver the Collateral to the Bank, and to perform all of its
duties and obligations under this Pledge Agreement.

               (c)  All necessary and appropriate action has been taken on the
part of the Assignor to authorize the execution and delivery of this Pledge
Agreement. This Pledge Agreement is a valid and binding agreement and contract
of the Assignor in accordance with its terms. No basis presently exists for any
claim against the Bank under this Pledge Agreement or with respect to the
enforcement thereof, and this Pledge Agreement is subject to no defenses of any
kind.

               (d)  The execution, delivery and performance by the Assignor of
this Pledge Agreement and any other documents or instruments to be executed and
delivered by the Assignor in connection therewith is valid, binding and
enforceable against the Assignor, and shall not: (i) violate or contravene the
articles of incorporation and by laws of the Assignor, any existing law or
regulation or any order, writ, injunction or decree of any court or governmental
authority, or (ii) conflict with, be inconsistent with, or result in any breach
or default of any of the terms, covenants, conditions, or provisions of any
indenture, mortgage, deed of trust, instrument, document, agreement or contract
of any kind to which the Assignor is a party, or by which the Assignor or any of
its property or assets may be

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bound, and will not result in the creation or imposition of any security
interest in any properties pursuant to the provisions of any such mortgage,
indenture, contract or other agreement.

               (e)  To the best of the Assignor's knowledge, no condition,
circumstance, document, restriction, litigation or proceeding (or threatened
litigation or proceeding or basis therefor) exists which could adversely affect
the validity or priority of the liens and security interests granted the Bank
hereunder, which could materially adversely affect the ability of the Assignor
to perform the obligations under this Pledge Agreement, which would constitute a
default hereunder or thereunder or which would constitute such a default with
the giving of notice or lapse of time or both.

               (f)  None of the actions contemplated by this Pledge Agreement
are in violation of or restricted by any restrictive agreement, stop transfer
order, any legend appearing on the certificates evidencing any of the Collateral
consisting of Stock, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, any state blue-sky or securities law, any
Canadian federal or provincial blue-sky or securities law, or any rule or
regulation issued under the foregoing acts and laws.

               (g)  The nature and transaction of the business and operations of
the Assignor, and the use of its properties and assets will not materially
violate or conflict with any applicable law, statute, ordinance, rule,
regulation or order of any kind including without limitation zoning, building,
environmental, land use, noise abatement, occupational health and safety or
other laws, any building permit or any condition, grant, easement, covenant,
condition or restriction, whether recorded or not.

               (h)  The Assignor is the beneficial and record owner of the
Collateral. All of the Collateral is free of all pledges, hypothecation,
mortgages, security interests, charges or other encumbrances, except those in
favor of the Bank.

               (i)  All of the Stock pledged hereunder has been and continues to
be duly and validly authorized and issued, fully paid and nonassessable shares
of the Issuer of such stock, and was not issued in violation of any preemptive
rights or any agreement by which the Issuer is bound.

               (j)  The Assignor has either previously or simultaneously
herewith delivered to the Bank the certificates for all of the Stock, together
with appropriate stock powers therefor executed in blank by the Assignor.

               (k)  Upon delivery of the duly executed Pledge Agreement and any
certificates evidencing all of the Stock, together with stock powers therefor,
the Bank shall have a valid first lien and security interest in all of the
Collateral hereunder, free and clear of all other, and subject to no pledges,
hypothecation, mortgages, security interest, charges or other encumbrances,
except in favor of the Bank.

          4.   Covenants. Until the Obligations have been satisfied and
discharged in full, the Assignor covenants to and agrees with the Bank as
follows:

               (a)  The Assignor shall not sell, assign, deliver, convey or
otherwise dispose of or transfer, or create, grant, incur or permit to exist any
pledge, mortgage, lien, security interest, charge or other encumbrance
whatsoever (except in favor of the Bank) in or with respect to the Collateral
hereunder or any interest therein.

               (b)  The Assignor shall deliver to the Bank all the certificates
for all the shares of the Issuer which the Assignor may own directly or
indirectly now or hereafter.

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               (c)  If, at any time following an Event of Default hereunder, the
Assignor receives or is entitled to receive into its possession any payments,
checks, instruments, chattel paper, dividends on account of or in respect of the
Collateral, or any other Collateral or proceeds thereof, such Assignor shall
accept such Collateral as the Bank's agent, in trust for the Bank without
commingling such Collateral with any other property of such Assignor and shall,
upon receipt, immediately deliver such Collateral to the Bank in the exact form
so received, with any necessary endorsement of the Assignor or stock powers
executed by the Assignor in blank.

               (d)  The Assignor will, at all times and from time to time,
defend the Collateral against any and all claims of any person or party whose
claims are adverse to the claims, rights or interest of the Bank, and the
Assignor shall indemnify and hold the Bank harmless from any and all such
adverse claims. The Assignor shall bear all risk of loss, damage and diminution
in value with respect to the Collateral, and the Assignor agrees that the Bank
shall have no liability or obligation to the Assignor with respect to, and is
hereby released by the Assignor from any of, the foregoing.

               (e)  At any time and from time to time after the occurrence of an
Event of Default (as hereinafter defined) or a default under any of the
Obligations which is continuing uncured and unwaived, the Assignor shall, upon
request of the Bank, execute and deliver to the Bank any proxies, stock powers
or assignments with respect to any of the Stock, or endorse any instruments or
chattel paper with respect to the Collateral as so requested.

               (f)  The Assignor will, from time to time on request of the Bank,
execute such financing statements and other documents and pay the cost of filing
or recording the same in all public offices as deemed necessary by the Bank, and
will take such other actions as the Bank may reasonably request to establish and
maintain a valid, perfected first priority security interest in the Collateral
in favor of the Bank (free of all other liens and claims whatsoever) to secure
payment of the Obligations, including, without limitation, registering any Stock
pledged hereunder with the Issuer of the Stock in the event such Stock is at any
time uncertificated.

          5.   Events of Default. The Assignor shall be in default under this
Pledge Agreement upon the occurrence of any one or more of the following events
or conditions (an "Event of Default"):

               (a)  nonpayment of any of the Obligations following any curative
          period;

               (b)  the Assignor shall default in the performance or fail to
          perform any promise, covenant or agreement to be performed by the
          Assignor hereunder or under any other agreement now existing or
          hereafter entered into between the Assignor and the Bank and, if
          capable of being cured, such failure to perform or default in
          performance shall continue for ten (10) days after the Assignor
          receives notice or actual knowledge from any source of such failure to
          perform or default in performance, or the Borrower shall default in
          the performance or fail to perform any promise, covenant or agreement
          to be performed by the Borrower under any other agreement now existing
          or hereafter entered into between the Borrower and the Bank and, if
          capable of being cured, such failure to perform or default in
          performance continues for ten (10) days after the Borrower receives
          notice or actual knowledge from any source of such failure to perform
          or default in performance;

               (c)  the Bank shall have possession of less than 100% of the
          capital stock of the Issuer;

               (d)  the Assignor shall own directly less than 100% of the
          capital stock of the Issuer;

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          (e)  any misrepresentation or breach of any warranty by the Assignor
     in this Pledge Agreement, in connection with the Collateral or in any other
     agreement entered into between the Assignor and the Bank, or by the
     Borrower in the Note or in any other document or agreement entered into
     between the Borrower and the Bank;

          (f)  the dissolution of the Assignor or the termination or incapacity
     of the Borrower;

          (g)  the Assignor or the Borrower shall make any assignment for the
     benefit of creditors, or there shall be commenced any bankruptcy,
     receivership, insolvency, reorganization, dissolution or liquidation
     proceedings by or against the Assignor or the Borrower;

          (h)  the entry of any judgment, levy, attachment, garnishment or other
     process against the Assignor or the Borrower, or the creation or filing of
     any lien or encumbrance upon the Collateral or the making of any levy,
     judicial seizure, or attachment thereof or thereon;

          (i)  the failure of the Assignor to do any act necessary to preserve
     and maintain the value and collectability of any of the Collateral;

          (j)  there be any deterioration or impairment of any Collateral, or
     any decline or depreciation in the value or market price thereof (whether
     actual or reasonably anticipated), which causes the Collateral, in the sole
     opinion of the Bank acting in good faith, to become unsatisfactory as to
     value or character, or which causes the Bank to reasonably believe that it
     is insecure and that the likelihood for repayment of any of the Obligations
     is or will soon be impaired, time being of the essence; or

          (k)  The Bank in good faith deems itself insecure.

     6.   Rights and Remedies of Bank. Upon the happening or occurrence of an
Event of Default hereunder which is continuing uncured and unwaived, and at any
time thereafter and from time to time, the Bank shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as enacted in and
then in effect in Illinois. In addition, the Bank shall also have the following
rights and remedies:

          (a)  Without further notice to the Assignor, the Bank shall have the
right and be entitled to notify the Issuer of any of the Stock to make payment
to the Bank and to receive all Distributions to be applied toward the
satisfaction of the Obligations and to exercise all voting, conversion,
exchange, subscription or other corporate rights, privileges or options
pertaining to such Stock.

          (b)  The Bank shall have the right, at its discretion, to transfer to
or register in the name of the Bank or any nominee of the Bank any of the
Collateral.

          (c)  Without demand, notice or advertisement, all of which are hereby
expressly waived to the extent permitted by applicable law, the Bank may sell,
pledge, transfer or otherwise dispose of, or enter into an agreement with
respect to the foregoing, or otherwise realize on the Collateral and any other
Collateral, or any part thereof, at any broker's board or on any exchange or at
public or private sale or sales, held at such place or places in the City of
Chicago, Illinois or otherwise, and at such time or times within ordinary
business hours, for a purchase price or prices in cash or, without assuming any
credit risk or thereby discharging the Obligations to the extent of said
purchase price until paid in cash and reserving the right to resell the
Collateral upon the failure of said purchaser to so pay the purchase price
therefor, upon credit or future delivery, and upon such other terms and
conditions as the

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Bank deems satisfactory, and, if required by law, as set forth in any applicable
notice. The Bank shall not be obligated to make any such sale pursuant to any
such applicable notice required by law. The Bank may, without notice or
publication, adjourn any such sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for the sale, and such sale
maybe made at any time or place to which the same may be so adjourned. The Bank,
for its own account, may purchase any or all of the Collateral at any public
sale and, in lieu of payment of the purchase price therefor, may set off or
apply the purchase price against the Obligations. The Bank is authorized, at any
sale, if it deems it advisable so to do, to restrict the prospective bidders or
purchasers to financially reputable persons who will represent and agree that
they are purchasing for their own account, for investment, and not with a view
to the distribution or sale of any of the Collateral. Upon any such sale, the
Bank shall have the right to deliver, assign, and transfer to the purchaser
thereof, including the Bank, that portion of the Collateral so sold. Each
purchaser, including the Bank, at any sale shall hold the property sold
absolutely free from any claim or right of whatsoever kind, including any equity
or right of redemption of the Assignor, and the Assignor hereby specifically
waives and releases all rights of redemption, stay or appraisal which it has or
may have under any rule or law or statute now existing or hereafter adopted. The
Bank, however, instead of exercising the power of disposition herein conferred
upon it, may proceed by a suit or suits at law or in equity to foreclose the
pledge and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction. After deducting from the
proceeds of the foregoing sale or other disposition of said Collateral, all
expenses incurred by the Bank in connection therewith (including reasonable
attorneys' fees), the Bank shall apply such proceeds towards the satisfaction of
the Obligations and shall account to the Assignor for any surplus of such
proceeds.

          (d)  If at any time after the occurrence and during the continuance of
an Event of Default without cure or waiver, in the opinion of counsel for the
Bank, any proposed disposition of Collateral hereunder requires registration,
qualification, notification, or other action under or compliance with any state
blue sky or securities law or the Federal Securities Act of 1933, as amended, or
any rules or regulations thereunder (collectively, the "Securities Laws"), the
Assignor, at the request of the Bank, will as expeditiously as possible use its
best efforts to take such action or cause such action to be taken, comply or
cause compliance with such Securities Laws and maintain such compliance or cause
such compliance to be maintained for such period as may be necessary to permit
such disposition. The Assignor acknowledges that a breach of the above covenant
contained in this Section 6 may cause irreparable injury to the Bank and that
the Bank will have no adequate remedy at law with respect to such breach, and
consequently, the Assignor agrees that the above covenant shall be specifically
enforceable and the Assignor hereby waives, to the extent such waiver is
enforceable under law, and agrees not to assert any defenses against an action
for specific performance of such covenant. In connection with the foregoing, the
Assignor will (i) pay all expenses imposed on or demanded of the Bank under the
Securities Laws in connection with such compliance, including the expense of
furnishing to the Bank an adequate number of copies of the prospectus contained
in any such registration statement, (ii) indemnify and hold the Bank harmless
from and against any and all claims and liabilities caused by any untrue
statement of a material fact or omission to state a material fact required to be
stated in any registration statement, offering circular or prospectus used in
connection with such compliance, or necessary to make the statements therein not
misleading, and (iii) pay all expenses (including reasonable attorneys' fees)
incurred by the Bank in specifically enforcing the above covenant.

The rights and remedies provided herein, in the Note and in any other agreements
between the Assignor and the Bank are cumulative and are in addition to and not
exclusive of the rights and remedies of a secured party under the Uniform
Commercial Code in effect from time to time in Illinois and any other rights or
remedies provided by applicable law. The Assignor hereby (i) names, constitutes
and appoints the Bank as the Assignor's proxy and attorney-in-fact in the
Assignor's name, place and stead, (ii) authorizes the Bank to take, at any time
without the appropriate signature of the Assignor, any action for and on behalf
of the Assignor which is required of the Assignor or permitted to be taken by
the Bank

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hereunder, including, without limitation, voting any and all of the Stock or
other securities, as such proxy may elect, for and in the name, place and stead
of the Assignor, as to all matters coming before shareholders, and (iii)
acknowledges that the constitution and appointment of such proxy and
attorney-in-fact are coupled with an interest and are irrevocable. The rights,
powers and authority of said proxy and attorney-in-fact shall remain in full
force and effect, and shall not be rescinded, revoked, terminated, amended or
otherwise modified, until all Obligations have been fully satisfied.

     7.   No Duty Concerning Collection on Collateral. The Bank shall not be
liable for its failure to give notice to the Assignor of a default under the
Note or under any other agreement between the Assignor and the Bank. The Bank
shall not be liable for its failure to use diligence to collect any amount
payable in respect to the Collateral, but shall be liable only to account to the
Assignor for what the Bank may actually collect or receive thereon.

     8.   Ascertaining Maturities, Calls, etc. Without limiting the foregoing,
it is specifically understood and agreed that the Bank shall have no
responsibility for ascertaining any maturities, calls, conversations, exchanges,
offers, tenders, or similar matters relating to any of the Collateral or for
informing the Assignor with respect to any of such matters (irrespective of
whether the Bank actually has, or may be deemed to have, knowledge thereof). The
foregoing provisions of this Section shall be fully applicable to all securities
or similar property held in pledge hereunder, irrespective of whether the Bank
may have exercised any right to have such securities or similar property
registered in its name or in the name of a nominee.

     9.   Care in Custody. The Bank shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral and in protecting any
rights with respect to the Collateral against prior parties, if the Bank takes
such action for that purpose as the Assignor shall request in writing, but
failure of the Bank to comply with any such request shall not of itself by
deemed a failure to exercise reasonable care, provided, however, that in any
event the Bank's responsibility for the safekeeping of the Collateral shall not
extend to matters beyond the control of the Bank, including, without limitation,
acts of God, war, insurrection, riot, governmental actions or acts of any
corporate or other depository.

     10.  Waiver of Defenses. No renewal or extension of the time of payment of
the Obligations; no release or surrender of, or failure to perfect or enforce
any security interest for the Obligations; no release of any person primarily or
secondarily liable on the Obligations (including any maker, endorser, or
guarantor); no delay in enforcement of payment of the Obligations; and no delay
or omission in exercising any right or power with respect of the Obligations or
any security agreement securing the Obligations shall affect the rights of the
Bank in the Collateral. Except as relates to notice specifically provided under
Section 5 hereof, the Assignor hereby waives presentment, protest, demand,
notice of dishonor or default, notice of any loans made, extensions granted, or
other action taken in reliance hereon and all demands and notices of any kind in
connection with the Obligations.

     11.  Waiver of Assignor's Subrogation Rights. In case of the dissolution or
insolvency (howsoever evidenced) of the Borrower or the Assignor, or in case of
any bankruptcy, reorganization, debt arrangement or other proceeding under any
bankruptcy or insolvency law, or any dissolution, liquidation or receivership
proceeding is instituted by or against the Borrower or the Assignor, all
Obligations then existing shall, without notice to anyone, immediately become
due or accrued and be payable, jointly and severally, from the Assignor. If
bankruptcy or reorganization proceedings at any time are instituted by or
against the Borrower under the United States Bankruptcy Code, the Assignor
hereby: (a) expressly and irrevocably waives, to the fullest extent possible, on
behalf of himself and his heirs and administrators (including any surety) and
any other person, any and all rights at law or in equity to subrogation, to
reimbursement, to exoneration, to contribution, to indemnification, to set off
or to any

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other rights that could accrue to a surety against a principal, to a guarantor
against a maker or obligor, to an accommodation party against the party
accommodated, to a holder or transferee against a maker, or to the holder of a
claim against any person, and which the Assignor may have or hereafter acquire
against any person in connection with or as a result of the Assignor's
execution, delivery and/or performance of this Pledge Agreement, or any other
documents to which the Assignor is a party or otherwise; (b) expressly and
irrevocably waives any "claim" (as such term is defined in the United States
Bankruptcy Code) of any kind against the Borrower, and further agrees that he
shall not have or assert any such rights against any person (including any
surety), either directly or as an attempted set off to any action commenced
against the Assignor by the Bank or any other person; and (c) acknowledges and
agrees that (i) this waiver is intended to benefit the Bank and shall not limit
or otherwise effect the Assignor's liability hereunder or the enforceability of
this Pledge Agreement, (ii) the Borrower and its successors and assigns are
intended third party beneficiaries of this waiver, and (iii) the agreements set
forth in this Section and the Bank's rights under this Section shall survive
payment in full of the Obligations.

     12.  Waiver by Bank. No course of dealing between the Assignor and the
Bank, nor any failure to exercise, nor any delay in exercising any right,
remedy, power or privilege of the Bank hereunder, under the Note or under any
other agreement entered into between the Assignor and the Bank, shall operate as
a waiver thereof. No waiver by the Bank of any Event of Default or any right or
remedy hereunder, under the Note or under any document or agreement shall
constitute a waiver of any other event of default, right or remedy of the Bank,
nor of the same event of default, right or remedy on a future occasion.

     13.  Governing Law; Severability. This Pledge Agreement has been made and
entered into in Illinois and shall be governed by and construed in accordance
with the laws of the State of Illinois. Wherever possible each provision of this
Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement.

     14.  Successors and Assigns. This Pledge Agreement and all rights and
liabilities hereunder and in and to any and all Collateral shall inure to the
benefit of the Bank and its successors and assigns, and shall be binding on the
Assignor, its successors and assigns.

     15.  Notice. Any notice of any sale, lease, other disposition, or other
intended action by the Bank shall be deemed reasonable if in writing, addressed
to the Assignor at the address set forth above, or any other address designated
in a written notice by the Assignor previously received by the Bank and
deposited, first class postage prepaid, in the United States mails ten (10) days
in advance of the intended disposition or other intended action, provided,
however, that the foregoing shall not preclude the fact that failure to give
such notice or notice by other means may be reasonable under the particular
circumstances involved.

     16.  Duration and Effect. This Pledge Agreement shall remain and continue
in full force and effect (notwithstanding, without limitation, the death,
incompetency or dissolution of the Assignor or the Borrower) from the date
hereof until all of the Obligations have been fully and completely paid,
satisfied and discharged. Thereupon, this Pledge Agreement shall terminate and
the Bank shall release any Collateral still held by it which has not been sold
or otherwise disposed of in accordance with Section 6 hereof and applied toward
the satisfaction of the Obligations hereunder, and the Bank shall deliver any
such Collateral to the Assignor, together with any necessary stock powers or
assignment executed by the Bank in blank, at the Assignor's expense. The
Assignor acknowledges that this Pledge Agreement is and shall be effective upon
execution by the Assignor and delivery to and acceptance hereof by the Bank and

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it shall not be necessary for the Bank to execute any acceptance hereof or
otherwise to signify or express its acceptance hereof to the Assignor.

     IN WITNESS WHEREOF, the Assignor and the Bank have duly executed and
delivered this Amended and Restated Third Party Pledge Agreement as of the date
first above written.

                                       ASSIGNOR:

                                       GBC KANSAS, INC.

                                       By:
                                       Name:
                                       Title:



                                       BANK:

                                       LASALLE BANK NATIONAL ASSOCIATION

                                       By:
                                       Name:
                                       Title:

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