**Exhibit 10.31**

**PLEDGE AND SECURITY AGREEMENT**

           This  PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated as of October  1, 2004, is made by GBC KANSAS, INC., a Kansas corporation (the “Pledgor”),  for the benefit of BANK ONE, NA, a national banking association (the “Lender”).  

**R********E********C********I********T********A********L********S:**

          A.Gold Banc Corporation, Inc., a Kansas corporation  (“Borrower”), desires to borrow from the Lender up to an aggregate  principal sum of $25,000,000, in accordance with the terms of, and subject to  the conditions set forth in, that certain Loan Agreement, dated as of October  1, 2004, by and between the Lender and the Borrower (as amended, restated, supplemented  or otherwise modified from time to time, the “Loan Agreement”), and  the other documents and instruments entered into, or delivered in connection  with, or relating to, the Loan Agreement (collectively, the “Loan Documents”).  

          B.The Pledgor is a wholly-owned subsidiary of the Borrower,  and the execution and delivery of this Pledge Agreement is a condition precedent  to the effectiveness of the Loan Agreement. 

          C.The Pledgor wishes to execute and deliver this Pledge  Agreement to secure the obligations of the Borrower under the Loan Documents,  including, without limitation, under the Revolving Loan (all capitalized terms  used, but not defined, in this Pledge Agreement have the meanings ascribed to  such terms in the Loan Agreement).

          D.The Pledgor owns 72,000 shares (the “Pledged  Subsidiary Shares”) of the outstanding common stock of Gold Bank, a Kansas  state chartered bank (“GBK”), and the Pledged Subsidiary Shares represent  100% of the issued and outstanding capital stock of GBK. The certificate numbers  for the Pledged Subsidiary Shares, and the number of shares evidenced thereby,  are set forth on Schedule 1  attached hereto. 

           NOW,  THEREFORE, to induce the Lender to enter into the Loan Agreement, and in consideration  of the mutual representations, warranties, covenants, and agreements hereinafter  set forth, and for other good and valuable consideration, the receipt and sufficiency  of which are hereby acknowledged, the parties hereto hereby agree as follows:  

**A********G********R********E********E********M********E********N********T:**

**          1.** **Grant  of Security Interest**. To secure the Obligations  (as defined below), the Pledgor hereby irrevocably  and unconditionally pledges, and grants to the Lender a continuing first priority  security interest in, and hereby transfers, assigns, and delivers to the Lender,  the following: (a) all of the Pledged Subsidiary Shares and all substitutions  of, and additions to, the Pledged Subsidiary Shares (and certificates representing  all of such shares); (b) any and all shares of the capital stock (and certificates  representing such shares) of GBK that the Pledgor or the Lender acquires, directly  or indirectly, from and after the date hereof, and all substitutions of, and  additions to, such shares of capital stock ****(the  items described in (a) and (b) above may

1

----

collectively be referred to as the “Pledged  Stock”); and (c) all income and profits related to, or derived from, the  Pledged Stock, and all dividends and distributions thereon, all other proceeds  thereof, and all rights, benefits and privileges pertaining to, or arising from,  the Pledged Stock. All of the foregoing and all other property at any time pledged  with or to the Lender hereunder or in which the Lender is granted a security  interest hereunder (irrespective of whether specifically described herein),  and, subject to the provisions of Section 3(b) below, all income therefrom and  proceeds thereof, may be referred to collectively as the “Pledged Property.”  The parties hereby acknowledge that, concurrently herewith, the Pledgor has  delivered to the Lender: (i) the Pledged Stock owned by the Pledgor as of the  date hereof; and (ii) undated stock powers (duly executed in blank) for all  of the Pledged Stock, in form and content reasonably satisfactory to the Lender.  Upon request of the Lender, the Pledgor shall pay all requisite federal and  state stock transfer taxes and shall furnish evidence thereof to the Lender.  

**          2.** **Obligations**.  The obligations secured by this Pledge Agreement are the following (referred  to collectively herein as the “Obligations”): 

                    (a)  all obligations, liabilities, indebtedness, and agreements of the Borrower contained  in, or arising under (including, without limitation, the payment of all indebtedness  of the Borrower in respect of), the Loan Agreement; 

                    (b)  all amounts due to the Lender under the Revolving Note and including any and  all modifications, extensions, renewals, refinancings or substitutions thereof  (the “Notes”) and including, without limitation, all principal, accrued  interest and other amounts due under the Notes; 

                    (c)  all sums advanced by, or on behalf of, the Lender in connection with, or relating  to, the Loan Agreement, the Notes, or the Pledged Property including, without  limitation, any and all sums advanced to preserve or protect the Pledged Property,  or to preserve, protect, or perfect the Lender’s security interest in the  Pledged Property; 

                    (d)  in the event of any proceeding to enforce the satisfaction of the Obligations,  or any of them, or to preserve and protect the Lender’s rights under the  Loan Agreement, the Notes, this Pledge Agreement or any other agreement, document  or instrument relating to the transactions contemplated in the Loan Agreement,  the reasonable expenses of taking, retaking, holding, preparing for sale, selling,  or otherwise disposing of, or realizing on, the Pledged Property, or of any  exercise by the Lender of its rights, together with reasonable attorneys’  fees, expenses and court costs; 

                    (e)  all other obligations, liabilities, and indebtedness of the Borrower owing to  the Lender, whether direct or indirect, joint or several, absolute or contingent,  now or hereafter existing, however created or arising and however evidenced;

                    (f)  all obligations, liabilities, and indebtedness of the Borrower under, or in  connection with, any agreement, arrangement, or instrument entered into with  the Lender in connection with the Loan Agreement that provide an interest rate  swap, interest rate cap, interest rate hedge or other similar interest rate  protection; and 

                    (g)  all obligations, liabilities and indebtedness of the Borrower under, or in 

2 

----

connection with, the Loan Agreement that  require the Borrower to reimburse the Lender for the Lender’s indebtedness,  obligations, or liabilities under, or in connection with, any agreement, arrangement,  or instrument entered into with the Lender in connection with the Loan Agreement  that provides an interest rate swap, interest rate cap, interest rate hedge  or other similar interest rate protection.

**          3.**** ** **Voting Rights and Dividends**.

**          ****          **(a)Unless an Event of Default (as defined herein) shall have  occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged  Stock and to give consents, waivers and ratifications in respect thereof; provided,  however, that, except as may be explicitly required by a Governmental Agency,  no vote shall be cast, no consent, waiver or ratification shall be given, and  no action shall be taken by the Pledgor that would: (i) violate or be inconsistent  with any of the terms of the Loan Agreement, the Notes or this Pledge Agreement;  (ii) have the effect of impairing the position or interests of the Pledgor,  the Lender, or any holder of any of the Notes; or (iii) have a material adverse  effect upon the value of the Pledged Property. From and after the occurrence  of an Event of Default, all such rights of the Pledgor to vote and to give consents,  waivers and ratifications shall cease, and all of such rights shall be vested  solely and exclusively in the Lender.

**          ****          **(b)Unless an Event of Default shall have occurred, all dividends  and other distributions that are permitted under the Loan Agreement to be paid  with respect to the Pledged Property shall be the property of, and paid to,  the Pledgor. From and after the occurrence of an Event of Default, all such  dividends and distributions and all other payments shall be immediately and  directly paid to, or for the benefit of, the Lender. From and after the occurrence  of an Event of Default, all such dividends, distributions, and other payments  made with respect to the Pledged Property shall, until paid or delivered to  the Lender (or its nominee), be held in trust for the benefit of the Lender  as additional Pledged Property to secure the Obligations.

**          4.**** Representations, Warranties and Covenants**.  The Pledgor further represents, warrants, covenants, and agrees that:

**          ****          **(a)It is the legal, record, and beneficial owner of, and has  good and marketable title to, the Pledged Property, free and clear of any and  all Liens, except the security interest created by this Pledge Agreement or  otherwise in favor of the Lender. Schedule 1  attached hereto is a true, accurate, and complete list and description of the  Pledged Subsidiary Shares.

**          ****          **(b)Without the prior written consent of the Lender, the Pledgor  will not sell, assign, transfer, exchange, or otherwise dispose of, or grant  any option or other acquisition right with respect to, any of the Pledged Property,  nor will the Pledgor create, incur or permit to exist any Lien with respect  to any of the Pledged Property, or any interest therein, or any proceeds thereof,  except for the security interest provided by this Pledge Agreement. Without  the prior written consent of the Lender, the Pledgor agrees that it will not,  and it will cause GBK to not: (i)  issue or reissue  any capital stock or other securities of GBK (or warrants therefor or other  rights with respect thereto) in addition to, or issue other securities of any  nature in exchange or substitution for, any of the Pledged Property; (ii) redeem  any of the Pledged Property; or (iii)

3 

----

declare any stock dividend or split or  otherwise change the capital structure of GBK.

**          ****          **(c)  The Pledged Stock is genuine and in all respects represents what it purports  to be. All of the Pledged Subsidiary Shares have been duly and validly authorized,  legally and validly issued, and are fully paid and non-assessable. None of the  Pledged Property is subject to any puts, calls, options, warrants, rights of  purchase, rights of first refusal or agreements with respect to the transfer  or sale thereof. To the Pledgor’s knowledge, after due inquiry, no condition,  circumstance, document, restriction, litigation, or proceeding (or threatened  litigation or proceeding or basis therefor) exists that could: (i) adversely  affect the validity or priority of the Lien granted to the Lender hereunder;  (ii) adversely affect the ability of the Pledgor to perform its obligations  under this Pledge Agreement; or (iii) constitute an Event of Default under this  Pledge Agreement (with the giving of notice, the lapse of time, or both).

**          ****          **(d)  The pledge, assignment and delivery of the Pledged Property pursuant to this  Pledge Agreement creates a valid first priority perfected security interest  in the Pledged Property, subject to no Lien or to any agreement purporting to  grant to any third party a security interest in the assets of the Pledgor that  would include any of the Pledged Property (except as may exist in favor of the  Lender). The Pledgor will at all times defend the Lender’s right, title  and security interest in and to the Pledged Property against any and all claims  and demands of any Person adverse to the claims of the Lender. 

**                    **(e)The Pledgor is a corporation, duly organized, validly  existing, and in good standing in the jurisdiction of its incorporation, 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 requires such qualification or licensing, except when the  failure to be so licensed or qualified would not have a material adverse effect  on the business, property, assets, operations or financial condition of the  Pledgor. Each Person executing and delivering this Pledge Agreement on behalf  of the Pledgor has full right, authorization, power, and capacity to do so.  

**          ****          **(f)The Pledgor has full right, power and authority to  enter into, execute, and deliver this Pledge Agreement, and to perform its obligations  hereunder. This Pledge Agreement is binding upon, and enforceable against, the  Pledgor in accordance with its terms. The execution and delivery of this Pledge  Agreement, and the pledge and grant of a security interest pursuant to the terms  hereof, have been duly authorized by all necessary corporate and other actions,  and do not and will not breach, violate, or contravene any law, rule, regulation,  order, writ, injunction, judgment, decree, charter, bylaw, contract, agreement,  or instrument to which the Pledgor is a party, by which the Pledgor is bound,  or to which it or its properties or assets is subject. No notice, filing, approval,  or consent to, by, or with any Person is required in connection with the execution  and delivery of this Pledge Agreement or the consummation of the transactions  contemplated hereby. Pledgor is a wholly-owned subsidiary of Borrower, and based  upon such relationship, Pledgor has determined that: (1) it is in furtherance  of Pledgor’s business purposes to enter into this Pledge Agreement and  perform its obligations hereunder; and (2) the benefits to be derived by Pledgor  from the execution and delivery by the Borrower of the Loan Agreement also directly  or indirectly benefit Pledgor and are at least equal to the liabilities and  obligations created and incurred hereby. 

4 

----

**          ****          **(g) The  Pledgor shall pay any fees, assessments, charges or taxes arising with respect  to the Pledged Property. In case of failure by the Pledgor to pay any such fees,  assessments, charges or taxes, the Lender shall have the right, but shall not  be obligated, to pay such fees, assessments, charges or taxes, as the case may  be, and, in that event, the cost thereof shall be payable by the Pledgor to  or for the benefit of the Lender immediately upon demand together with interest  at the Default Rate of Interest from the date of disbursement by the Lender  to the date of payment by the Lender.

**          ****          **(h) None  of the Pledged Stock constitutes margin stock, as defined in Regulation U of  the Board of Governors of the Federal Reserve System.

**          ****          **(i) Upon  the request of the Lender, the Pledgor shall cause the pledge and transfer of  the Pledged Stock to the Lender pursuant to the terms and conditions of this  Pledge Agreement to secure the Obligations to be noted in the books and records  of the issuer of the Pledged Stock, and the Pledgor shall promptly deliver to  the Lender written confirmation thereof executed by such issuer.

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

**          ****          **(k) The  Pledgor owns (and shall own at all times until this Pledge Agreement shall be  terminated as provided herein) 100% issued and outstanding capital stock of  GBK. The Pledged Subsidiary Shares represent all of the issued and outstanding  capital stock of GBK.

**          5.**  **Perfection  Matters**. The Pledgor authorizes the Lender to  file from time to time, and, upon the Lender’s request from time to time,  the Pledgor will execute, such financing statements, assignments, and other  documents covering the Pledged Property as may be necessary or appropriate (as  determined by the Lender) in order to create, evidence, perfect, maintain or  continue its security interest in the Pledged Property (including additional  Pledged Property acquired by the Pledgor after the date hereof), and the Pledgor  will pay the cost of filing the same or reimburse the Lender for filing costs  in all public offices in which the Lender may deem filing to be desirable as  well as the costs of any Lien searches which the Lender may request. The Pledgor  shall, at its cost, deliver to the Lender possession of whatever Pledged Property  the Lender requests for the purposes of perfecting the Lender’s security  interest in such Pledged Property by possession, whether or not a financing  statement is also filed with respect to the Lender’s security interest  in such Pledged Property. The Pledgor will take, and will cause GBK to take,  at their cost, such other action and to execute such other documents and instruments,  as the Lender may from time to time reasonably request relating to the Pledged  Property and the perfection of the Lender’s security interest therein.

**          6.**  **Events  of Default**.

**          ****          **(a) The  Pledgor shall be in default under this Pledge Agreement upon the

5 

----

occurrence of any one or more of the following events or conditions (each an “Event of Default”): 

**          **(i) any  “Default” under Section 5.1  of the Loan Agreement;

**          **(ii) nonpayment  when due of any of the Obligations relating to the payment of money, whether  by acceleration or otherwise, or the nonperformance of any other Obligation,  and the expiration of any applicable cure period provided under the document(s)  giving rise to any such Obligation without payment or performance, as the case  may be, being made;

**          **(iii)  the Pledgor shall fail or neglect to perform, keep, or observe any provision,  term, condition, or covenant contained in this Pledge Agreement (except as covered  by clause (ii) above), and such failure or neglect continues for fifteen (15)  days;

**          **(iv) any  representation or warranty made by the Pledgor in this Pledge Agreement is breached,  is false, or is misleading as of the date when made (except as covered by clause  (ii) above);

**          **(v) any  breach of any covenant made by the Pledgor in any other instrument, document  or agreement between the Pledgor and the Lender, which breach remains uncured  beyond any applicable time period, if any, specifically provided therefor or,  if no cure period is provided, such breach shall continue for fifteen (15) days;

**          **(vi) any  representation or warranty made by the Pledgor in any other instrument, document  or agreement between the Pledgor and the Lender is breached or is false or misleading  and the breach, falsehood or state of being misleading continues beyond the  applicable cure period, if any, specifically provided therefor or, if no cure  period is provided, such breach shall continue for fifteen (15) days;

**          **(vii)  the claim, existence, or creation of any Lien upon any of the Pledged Property  or the making of any levy, judicial seizure, or attachment thereof or thereon;

**          **(viii)  any deterioration or impairment of any of the Pledged Property, or any decline  or depreciation in the value or market value thereof (whether actual or reasonably  anticipated), which causes the Pledged Property, in the sole discretion of the  Lender acting in good faith, to become unsatisfactory with respect to value;  or

**          **(ix) the  Lender in good faith deems itself insecure.

**                    **(b)  If an event, act or condition constitutes a default or an event of default in  more than one Loan Document, the cure period, if any, in each Loan Document  will be determined independently without regard to the cure period, if any,  provided in any other Loan Documents. 

**          7.** **Remedies  upon an Event of Default**. 

**          ****          **(a)  From and after the occurrence of an Event of Default, the Lender shall 

6 

----

have all rights, privileges, and remedies  available under this Pledge Agreement, the Loan Agreement, the Notes, at law,  in equity, by statute (including, without limitation, Article 9 of the Illinois  Uniform Commercial Code), or otherwise, including for the protection and enforcement  of its rights with respect to the Pledged Property, and, in addition to the  foregoing, the Lender shall have full and irrevocable right, power, and authority,  without limitation (but is under no obligation to the Pledgor so to do): 

     **          ** (i)    at the Lender’s discretion, to take any action, including, without limitation,    the transfer of all or any part of the Pledged Property into the Lender’s    own name or the name of any nominee for the Lender, which the Lender may deem    necessary or appropriate to preserve or protect the Lender’s interest    in any of the Pledged Property. The Lender shall have the right to appoint    one or more agents for the purpose of retaining physical possession of the    Pledged Property, which may be held (in the discretion of the Lender) in the    name of the Pledgor, endorsed or assigned in blank, or in the name of the    Lender or any nominee or nominees of the Lender; 

      **          **(ii)    (a) to collect, withdraw or receive all amounts due or to become due and payable    upon, in connection with, or relating to, the Pledged Property; (b) to execute    any withdrawal receipts with respect to the Pledged Property; (c) to endorse    the name of the Pledgor on any or all documents, instruments or commercial    paper given in payment of the Pledged Property; and (d) to execute endorsements,    assignments, or other instruments of transfer or conveyance with respect to    all or any of the Pledged Property; 

     **          ** (iii)    after first obtaining all necessary regulatory approvals, vote all or any    part of the Pledged Property (irrespective of whether transferred into the    name of the Lender or any nominees) and give all consents, waivers and ratifications    in respect of the Pledged Property, and otherwise act with respect thereto    as though it were the outright legal and beneficial owner thereof, and without    limiting the generality of the foregoing, the Lender shall be entitled to    receive, hold, invest, use, sell, transfer, assign, and create a Lien upon    all or any part of the Pledged Property; 

    **          **  (iv)    at any time or from time to time, sell, resell, assign, and deliver, or grant    options to purchase, all or any part of the Pledged Property, or any interest    therein, in one or more parcels, at any public or private sale, upon such    terms and conditions as the Lender may deem proper, 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 the Pledgor to the full extent permitted by law), 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 Lender    in its absolute discretion may determine; provided that the Lender will give    the Pledgor reasonable notice of the time and place of any public sale thereof,    or of the time after which any private sale or other intended disposition    is to be made unless, in the sole discretion of the Lender, any of the Pledged    Property threatens to decline in value or is or becomes a type sold on a recognized    market, in which event, no notice shall be required. If any of the Pledged    Property is sold by the Lender upon credit for future delivery, the Lender    shall not be liable for the failure of the purchaser to purchase or pay for    such Pledged Property. The Lender may apply the net proceeds (after deducting    all costs, 

7 

----

expenses, and fees (including attorneys’    and brokers’ fees) incurred or paid in connection with the collection,    protection, sale, and delivery of the Pledged Property, all of which shall    be charged to, and the responsibility of, the Pledgor) to the payment of the    Obligations, returning the excess proceeds, if any, to the Pledgor. The Lender    may purchase any or all of the Pledged Property being sold at each public    or private sale of Pledged Property, free from any equity or right of redemption,    which are hereby waived and released to the full extent permitted by law,    and may offset payment therefor against the Obligations. The Pledgor shall    remain liable for any deficiency or other amount remaining unpaid after any    sale and application set forth herein. In no event shall the Pledgor be credited    with any part of the proceeds of any sale of any Pledged Property until cash    payment therefor has been actually received by the Lender. Any requirements    of reasonable notice shall be met if such notice is mailed to the Pledgor    as provided in Section 16    hereof, at least ten (10) days before the time of the sale or disposition.    Any sale of any of the Pledged Property conducted in conformity with customary    practices of banks, insurance companies or other financial institutions disposing    of property similar to the Pledged Property shall be deemed to be commercially    reasonable. Any remaining Pledged Property shall remain subject to the terms    of this Pledge Agreement; and 

      **          **(v)    collect any and all money due or to become due and enforce in the Pledgor’s    name all rights with respect to the Pledged Property. 

      **          ****          **(b)  The Pledgor hereby acknowledges that, notwithstanding that a higher price might  be obtained for the Pledged Property at a public sale than at a private sale  or sales, the making of a public sale of the Pledged Property may be subject  to registration requirements and other legal restrictions, compliance with which  could require such actions on the part of the Pledgor or the Lender, could entail  such costs and expenses, and could subject the Lender and any underwriter through  whom the Pledged Property may be sold and any controlling Person of any thereof,  to such liabilities as would make the making of a public sale of the Pledged  Property impractical. Accordingly, the Pledgor hereby agrees that private sales  made by the Lender may be made at prices and on other terms less favorable to  the seller than if the Pledged Property were sold at public sale, and that the  Lender shall not have any obligation to take any steps or actions to permit  the Pledged Property to be sold at a public sale complying with the requirements  of federal and state securities and similar laws. The Pledgor agrees that private  sales made under the foregoing circumstances shall for all purposes be deemed  to have been made in a commercially reasonable manner. The Pledgor further agrees  to use all commercially reasonable efforts to do or cause to be done all such  other acts as may be necessary to make any sale or sales of all or any portion  of the Pledged Property valid and binding and in compliance with any and all  other applicable requirements of law. 

**          ****          **(c)  Unless prohibited by law, the Pledgor agrees, and agrees to cause GBK, to give  the Lender, any prospective purchaser (pursuant to Section  7(a) and (b) above) of the Pledged Property, and  their respective representatives, full access to further information (including,  without limitation, records, files, correspondence, tax work papers and audit  work papers) relating to or concerning the Pledged Property, the Pledgor and  GBK. 

**          ****8.  Remedies Cumulative**. Each right, power and remedy  of the Lender provided in this Pledge Agreement or now or hereafter existing  at law, in equity, by statute or otherwise shall 

8 

----

be cumulative and concurrent and shall  be in addition to every other right, power or remedy provided for in this Pledge  Agreement or now or hereafter existing at law, in equity, by statute, or otherwise.  The exercise or partial exercise by the Lender of any one or more of such rights,  powers or remedies shall not preclude the simultaneous or later exercise by  the Lender of all such or other rights, powers or remedies, and no failure or  delay on the part of the Lender to exercise any such right, power or remedy  shall operate as a waiver thereof. 

**          ****9.  Waiver of Defenses**. None of the following shall  affect the rights of the Lender in the Pledged Property: (a) any renewal or  extension of the time of payment of the Obligations; (b) any release or surrender  of, or failure to perfect, protect, or enforce, any security interest for the  Obligations; (c) any release of any Person primarily or secondarily liable on  the Obligations (including any maker, endorser, or guarantor); (d) any delay  in enforcement of payment of the Obligations; and (e) any delay or omission  in exercising any right or power with respect of the Obligations or any security  agreement securing the Obligations. The Pledgor hereby irrevocably and unconditionally  waives: (i) any notice of each of the foregoing; and (ii) presentment, protest,  demand, notice of dishonor, notice of default, notice of event of default, notice  of loans made, or other actions taken, and all demands, notices, and formalities  of any type or nature. 

**          ****10.  Waiver**. Waiver by the Lender of an Event of Default  hereunder, or of any breach of the provisions of this Pledge Agreement by the  Pledgor, or any right of the Lender hereunder, shall not constitute a waiver  of any other Event of Default or breach or right, nor the same Event of Default  or breach or right on a future occasion. 

**          ****11.  Severability**. Whenever 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 held to be prohibited or invalid under applicable law, such provision  shall be ineffective only to the extent of such prohibition or invalidity, without  invalidating the remainder of such provision or the remaining provisions of  this Pledge Agreement. 

**          ****12.  Custody of the Pledged Property**. The Lender’s  sole duty with respect to the custody, safekeeping, and physical preservation  of the Pledged Property in its possession, under the Uniform Commercial Code  or otherwise, shall be to deal with it in the same manner as the Lender deals  with similar securities and property for its own account. The Lender may, but  is not required to, take such action as the Lender deems appropriate at any  time and from time to time to maintain, protect, and preserve the Pledged Property.  Neither the Lender nor any of its affiliates, directors, officers, employees,  or agents shall be liable for failure to demand, collect, or realize upon any  of the Pledged Property or for any delay in doing so. The Pledgor shall have  the sole responsibility for taking such action as may be necessary or appropriate  to maintain, protect, and preserve all rights of the Pledgor and the Lender  in the Pledged Property against prior or third parties. In no event shall the  Lender have any liability or responsibility for any matter beyond the control  of the Lender, including, without limitation, acts of God, war, terrorism, insurrection,  riot, governmental action, or act of any corporate or other depository. 

**          ****13.  Obligations Absolute**. The obligations of the 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, discharged  or in any way impaired by any circumstance 

9 

----

whatsoever, including without limitation:  (i) any amendment or modification of the Notes, the Loan Agreement, or any document  or instrument provided for herein or therein or related thereto, or any assignment,  transfer or other disposition of any thereof; (ii) any waiver, consent, extension,  indulgence or other action or inaction under or in respect of any such document  or instrument or any exercise or non-exercise of any right, remedy, power or  privilege under or in respect of any such document or instrument or this Pledge  Agreement; (iii) any bankruptcy, insolvency, reorganization, arrangement, readjustment,  composition, liquidation or similar proceeding with respect to the Pledgor or  any of its properties or creditors; (iv) any limitation on the Pledgor’s  liabilities or obligations under any such instrument or any invalidity or unenforceability,  in whole or in part of any such document or instrument or any term thereof;  whether or not the Pledgor shall have notice or knowledge of the foregoing;  or (v) any payment made upon, or with respect to, the Loan Agreement, unless  all of the Obligations shall be fully and unconditionally satisfied in full  and this Pledge Agreement shall terminate. 

**          ****14.  Termination**. This Pledge Agreement shall terminate  only at such time as the Obligations have been fully paid and discharged and  the commitment of the Lender to make Advances to the Borrower has terminated.  At the time of such termination, the Lender, at the request and expense of the  Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments  acknowledging the satisfaction and termination of this Pledge Agreement, and  will duly assign, transfer and deliver to the Pledgor such of the Pledged Property  as has not yet theretofore been sold or otherwise applied or released pursuant  to this Pledge Agreement.

**          ****15.  Further Assurances**. The Pledgor, at its expense,  will duly execute, acknowledge and deliver all such documents and instruments  including, financing statements and endorsements, and take all such actions  as the Lender from time to time may reasonably request in order to effectuate  further the purposes of this Pledge Agreement and to carry out the terms hereof  and to evidence, perfect, maintain, and enforce the Lender’s first priority  security interest in the Pledged Property. The Pledgor, at its expense, will  at all times cause this Pledge Agreement (or a proper notice or statement in  respect hereof) to be duly recorded, published and filed and rerecorded, republished  and refiled in such manner and in such places, if any, and will pay or cause  to be paid all such recording, filing and other taxes, fees and charges, if  any, and will comply with all such statutes and regulations, if any, as may  be required by law in order to establish, perfect, preserve and protect the  rights and security interests of the Lender hereunder. 

**          ****16.  Notices**. All communications provided for or related  hereto shall be given in accordance with Section  6.3 of the Loan Agreement. 

**          ****17.********Attorney-in-Fact.**From  and after the occurrence of an Event of Default, the Pledgor hereby appoints  the Lender as the Pledgor’s attorney-in-fact for the purpose of carrying  out the provisions of this Pledge Agreement and taking any action and executing  any document and instrument that the Lender may deem necessary or advisable  to accomplish the purposes of this Pledge Agreement. This appointment is irrevocable  and coupled with an interest. Without limiting the generality of the foregoing,  the Lender shall have the right and power to receive, endorse, and collect all  checks and other orders for the payment of money made payable to the Pledgor  representing any interest or dividend or distribution payable with respect to  the Pledged Property, and to give full discharge for the same 

10 

----

  **          ****18.********Waiver of Subrogation Rights**.  So long as the Obligations remain outstanding and unpaid, the Lender has any  obligation to make any loan or advance to Borrower, or this Agreement shall  remain in effect, the Pledgor hereby: (a) expressly, unconditionally, and irrevocably  waives, to the full extent permitted by law, on behalf of itself and its successors  and permitted assigns, any and all rights at law or in equity to subrogation,  reimbursement, exoneration, contribution, indemnification, set-off, and each  other right that could accrue to a surety, guarantor, or the holder of any claim  in connection with, or as a result of, the Pledgor’s execution and delivery  of this Pledge Agreement and the performance of its obligations hereunder, or  any other document to which the Pledgor is a party or otherwise; (b) expressly,  unconditionally, and irrevocably waives any “claim” (as defined in  the United States Bankruptcy Code, as amended) of any nature against the Borrower,  and further agrees that it shall not have or assert any “claim” against  any other Person; and (c) acknowledges and agrees that this waiver is intended  to benefit the Lender and shall not limit the Pledgor’s liability under  this Pledge Agreement. 

**          ****19.********Amendments**. Any  term of this Pledge Agreement may be amended only with the written consent of  the Pledgor and the Lender. Any amendment effected in accordance with this Section  19 shall be binding upon each holder of any of  the Notes at the time outstanding, each future holder of any of the Notes and  the Pledgor. 

**          ****20.********Assigns**. This  Pledge Agreement and all rights and liabilities hereunder and in and to any  and all Pledged Property shall inure to the benefit of the Lender and its successors  and assigns, and shall be binding on the Pledgor and the Pledgor’s successors  and assigns; provided, however, the Pledgor may not assign its rights or liabilities  hereunder or to any of the Pledged Property without the prior written consent  of the Lender. 

**          ****21.********Miscellaneous**.  This Pledge Agreement embodies the entire agreement and understanding between  the Lender and the Pledgor and supersedes all prior agreements and understandings  relating to the subject matter hereof. The headings in this Pledge Agreement  are for purposes of reference only and shall not limit or otherwise affect the  meaning hereof. The Pledge Agreement may be signed by facsimile in one or more  counterparts, each of which shall be deemed an original and all of which together  shall constitute one and the same instrument. 

**          ****22.********Governing Law**.  THIS PLEDGE AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AT, AND SHALL  BE DEEMED TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS. THE REVOLVING LOAN REFERENCED  HEREIN IS TO BE FUNDED AND REPAID AT, AND THIS PLEDGE AGREEMENT IS OTHERWISE  TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS PLEDGE AGREEMENT SHALL BE INTERPRETED,  AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO: (a) ITS  JUDICIALLY OR STATUTORILY PRONOUNCED RULES REGARDING CONFLICT OF LAWS OR CHOICE  OF LAW; (b) WHERE ANY OTHER AGREEMENT IS EXECUTED OR DELIVERED; (c) WHERE ANY  PAYMENT OR OTHER PERFORMANCE REQUIRED BY ANY SUCH AGREEMENT IS MADE OR REQUIRED  TO BE MADE; (d) WHERE ANY BREACH OF ANY PROVISION OF ANY SUCH AGREEMENT OCCURS,  OR ANY CAUSE OF ACTION OTHERWISE ACCRUES; (e) WHERE ANY ACTION OR OTHER PROCEEDING  IS INSTITUTED OR 

11 

----

PENDING; (f) THE NATIONALITY, CITIZENSHIP,  DOMICILE, PRINCIPAL PLACE OF BUSINESS, OR JURISDICTION OR ORGANIZATION OR DOMESTICATION  OF ANY PARTY; (g) WHETHER THE LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD  APPLY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (h) ANY  COMBINATION OF THE FOREGOING. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS  DAY RECEIVED, THE PLEDGOR RECOGNIZES THAT THE LENDER’S PRINCIPAL OFFICES  ARE LOCATED IN CHICAGO, ILLINOIS AND THAT THE LENDER MAY BE IRREPARABLY HARMED  IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTIONS AGAINST THE PLEDGOR IN ANY JURISDICTION  OTHER THAN THE NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE,  THE PLEDGOR IRREVOCABLY (i) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING  RELATING TO THE PLEDGE AGREEMENT AND/OR THE REVOLVING LOAN REFERENCED HEREIN  MAY BE BROUGHT IN THE NORTHERN DISTRICT OF ILLINOIS, IF FEDERAL JURISDICTION  IS AVAILABLE, AND, OTHERWISE, IN THE CIRCUIT COURT OF COOK COUNTY, AT THE LENDER’S  OPTION; (ii) CONSENTS TO THE JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT,  ACTION OR PROCEEDING; (iii) WAIVES ANY OBJECTION WHICH THE PLEDGOR MAY HAVE  TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN EITHER SUCH  COURT; AND (iv) AGREES TO JOIN THE LENDER IN ANY PETITION FOR REMOVAL TO EITHER  SUCH COURT BROUGHT BY THE LENDER. THE PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION  AND VENUE OF ANY ACTION INSTITUTED HEREUNDER IN THE COURTS REFERENCED IN SECTION  22(i) ABOVE AND AGREES NOT TO ASSERT ANY DEFENSE  BASED ON LACK OF JURISDICTION OR VENUE IN THE COURTS REFERENCED IN SECTION  22(i) ABOVE. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE LENDER  TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF  THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR OR ITS PROPERTY  IN THE COURTS OF ANY OTHER JURISDICTION. 

[Remainder of Page Intentionally Left Blank]  

  

 

12 

----

      **CERTAIN  WAIVERS AND ACKNOWLEDGEMENTS**. THE PLEDGOR HEREBY  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO  A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS  PLEDGE AGREEMENT, THE LOAN AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS,  OR ANY OTHER STATEMENTS OR ACTIONS OF THE PLEDGOR OR THE LENDER. THE PLEDGOR  ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS PLEDGE AGREEMENT  AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS  OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL.  THE PLEDGOR FURTHER ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING  AND RAMIFICATIONS OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY THE PLEDGOR  AND THE PLEDGOR’S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER  INTO THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND (c) THIS WAIVER  SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS FULLY INCORPORATED  THEREIN. 

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

**GBC KANSAS, INC.**

By: /s/ Rick J. Tremblay                                                 Name: Rick J. Tremblay              Title: Vice President 

**BANK ONE, NA**

By: /s/ Doug Gallun                                                        Name: Doug Gallun          Title: First Vice President

 

13 

----

SCHEDULE 1 

Pledged Subsidiary Shares

  

  

 

 

 

 

 

14 

----