EXHIBIT 4.33

                               EIGHTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

     THIS  EIGHTH  AMENDMENT  TO  AMENDED  AND  RESTATED  LOAN  AGREEMENT  (this
"Amendment"),  dated  as  of July 1, 2003 between GOLD BANC CORPORATION, INC., a
Kansas  corporation  (the  "Borrower"), and LASALLE BANK NATIONAL ASSOCIATION, a
national  banking  association  (the  "Bank").

                                    RECITALS:

     A.  The  Borrower  and  the  Bank entered into an Amended and Restated Loan
Agreement  dated  December  1, 1998, as amended by a First Amendment dated April
26,  1999, a Second Amendment dated May 1, 2000, a Third Amendment dated Ju1y 1,
2000, a Fourth Amendment dated January 23, 2001, a Fifth Amendment dated July 1,
2001,  a  Sixth Amendment dated September 28, 2001, a Seventh Amendment dated as
of  July  1,  2002  (the  "Agreement").

     B. The Borrower and the Bank have agreed to amend the Agreement pursuant to
the  terms  and  conditions  hereof.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  agree  as  follows:

1.     DEFENITIONS.  All  capitalized terms used herein without definition shall
have  the  meaning  set  forth  in  the  Agreement.

2.     AMENDMENTS  TO  THE  AGREEMENT.

     2.1     Amendment  to  Section  1.  Section  1  of  the Agreement is hereby
             -------------------------   ----------
amended  and  restated  in  its  entirety  as  follows:

               "Subject to the terms and conditions set forth in this Agreement,
          the  Bank  agrees to extend a loan (the "Loan") to the Borrower in the
          maximum principal amount of $10,000,000, evidenced by a revolving note
          (the "Note") and secured by 100% of the shares of the capital stock of
          Gold  Bank, a Kansas state bank, pursuant to that Amended and Restated
          Third  Party Pledge Agreement dated as of July 1, 2003 executed by GBC
          Kansas,  Inc.,  as  amended  from time to time, for the benefit of the
          Bank."

     2.2     Amendment to Section 3(a).  Section 3(a) of the Agreement is hereby
             -------------------------   ------------
amended  and  restated  in  its  entirety  as  follows:

               "Interest  on  all  amounts  outstanding  under the Note, whether
          Prime  Rate  Loans  or  LIBOR  Loans,  shall  be  payable quarterly in
          arrears.  A  final  payment  of  all outstanding amounts due under the
          Note, including but not limited to principal, interest and any amounts
          owing under Subsection 11(m) of this Agreement, if not payable earlier
          shall  be  due  and  payable  on July 1, 2004. The amounts outstanding
          under the Note


<PAGE>
          from  time to time shall bear interest calculated on the actual number
          of  days  elapsed  on the basis of a 360 day year, at a rate equal, at
          the  Borrower's  option, to either (a) LIBOR plus 125 basis points, or
          (b)  the  Prime  Rate  (whichever  rate  is so selected, the 'Interest
          Rate'),  provided that the Interest Rate shall, at all times, equal or
          exceed  3.5%  per  annum."

     2.3     Replacement of Exhibit A.  Exhibit A attached to and made a part of
             ------------------------   ---------
the Agreement is hereby deleted in its entirety and Exhibit A attached hereto is
                                                    ---------
hereby  substituted  therefor.

3.     WARRANTIES.  To  induce  the  Bank  to  enter  into  this  Amendment, the
       ----------
Borrower  warrants  that:

     3.1     Authorization.  The  Borrower  is  duly  authorized  to execute and
             -------------
deliver  this Amendment and is and will continue to be duly authorized to borrow
monies  under  the  Agreement, as amended hereby, and to perform its obligations
under  the  Agreement,  as  amended  hereby.

     3.2     No  Default.  As of the date hereof, no Default under Section 10 of
             -----------                                           ----------
the  Agreement,  as amended by this Amendment, or event or condition which, with
the  giving  of  notice  or  the  passage  of time, shall constitute an Event of
Default,  has  occurred  or  is  continuing.

     3.3     Warranties.  As  of  the  date  hereof,  the  representations  and
             ----------
warranties  in Section 6 of the Agreement are true and correct as though made on
               ---------
such  date, except for such changes as are specifically permitted under the Loan
Agreement.

4.     CONDITIONS  PRECEDENT.  This  Amendment  shall become effective as of the
date  above  first  written  after  receipt  by  Bank  of  the  following:

          (a)     this  Amendment  duly  executed  by  the  Borrower;

          (b)     Replacement  Revolving  Note in the form of Exhibit A attached
                                                              ---------
       hereto,  duly  executed  by  the  Borrower;

          (c)     Amended  and Restated Third Party Pledge Agreement in the form
       of  Exhibit  B  attached  hereto,  duly  executed  by  GBC  Kansas, Inc.;
           ----------

          (d)     a  renewal  fee  in the amount of $25,000, which fee is deemed
       fully  earned  upon  the  execution  of  this  Amendment;  and

          (e)     such  other  documents  as  the  Bank  reasonably may request.

5.     GENERAL.

     5.1     Law.  This  Amendment  shall  be  construed  in accordance with and
             ---
governed  by  the  laws  of  the  State  of  Illinois.


                                        2
<PAGE>
     5.2     Successors.  This  Amendment shall be binding upon the Borrower and
             ----------
the  Bank  and  their  respective successors and assigns, and shall inure to the
benefit of the Borrower and the Bank and the successors and assigns of the Bank.


     5.3     Confirmation of Loan Agreement.  Except as amended hereby, the Loan
             ------------------------------
Agreement  shall  remain  in  full  force  and effect and is hereby ratified and
confirmed  in  all  respects.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers duly authorized as of
the  date  first  above  written.

LASALLE BANK NATIONAL
ASSOCIATON                         GOLD BANC CORPORATION, INC.

By:   __________________________   By:  ___________________________

Title:__________________________   Its: ___________________________


                                        3
<PAGE>
                                    EXHIBIT A
                                    ---------

                           REPLACEMENT REVOLVING NOTE

Dated as of July 1, 2003                                   Due:  July 1, 2004
Amount: $10,000,000

     On  July  1,  2004  (the  "Maturity  Date"), GOLD BANC CORPORATION, INC., a
Kansas  corporation  (the  "Undersigned"),  whose  address is 11301 Nall Avenue,
Leawood,  Kansas  66211,  for  value  received,  promises to pay to the order of
LASALLE  BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"),
whose  address  is 135 South LaSalle Street, Chicago, Illinois 60603, the lesser
of  the  principal  sum  of TEN MILLION and 00/100 DOLLARS ($10,000,000), or the
aggregate unpaid principal amount of the loans made available by the Bank to the
Undersigned  pursuant  to  the Loan Agreement hereinafter defined, together with
interest  on  any  and  all principal amounts outstanding hereunder from time to
time  from  the  date  hereof until maturity.  The Undersigned may borrow, repay
(except  as  provided herein) without penalty and reborrow under this Note, from
the  date  hereof  until  but  excluding  the  Maturity  Date.

     Interest shall be computed at the rates of interest and shall be payable at
the times set forth in that certain Amended and Restated Loan Agreement dated as
of  December  1, 1998 between the Undersigned and the Bank (as amended from time
to  time,  the  "Loan  Agreement").

     The  Undersigned  hereby  authorizes  the Bank to charge any account of the
Undersigned for all sums due hereunder, following a default hereunder. Principal
payments submitted in funds not available until collected shall continue to bear
interest  until  collected.  If  payment  hereunder becomes due and payable on a
Saturday,  Sunday  or  legal  holiday under the laws of the United States or the
State of Illinois, the due date thereof shall be extended to the next succeeding
business day, and interest shall be payable thereon at the rate specified during
such  extension.

     All  advances and repayments hereunder shall be evidenced by entries on the
books  and  records of Bank which shall be presumptive evidence of the principal
amount  and  interest owing and unpaid on this Note, or any renewal or extension
hereof.  The  failure to so record any such amount or any error so recording any
such amount shall not, however, limit or otherwise affect the obligations of the
Undersigned  hereunder to repay the principal amount of the liabilities together
with  all  interest  accruing  thereon.

     This Note evidences indebtedness incurred under the Loan Agreement to which
reference is hereby made for a statement of the terms and conditions under which
the  due  date of the Note or any payment thereon may be accelerated. The holder
of this Note is entitled to all of the benefits and security provided for in the
Loan  Agreement.

     The loan evidenced hereby has been made and this Note has been delivered at
the  Bank's  main  office and shall be governed and construed in accordance with
the  laws  of  the  State of Illinois, in which state it shall be performed, and
shall  be  binding upon the Undersigned and its successors and assigns. Wherever
possible,  each provision of this Note


                                        4
<PAGE>
shall  be  interpreted  in  such  manner  as  to  be  effective  and valid under
applicable  law,  but if any provision of this Note shall be prohibited by or be
invalid  under  such  law,  such  provision  shall  be  severable, and be deemed
ineffective to the extent of such prohibition or invalidity without invalidating
the  remaining  provisions  of  this  Note.

     The  Note replaces that certain Replacement Revolving Note dated as of July
1,  2002 in the original principal amount of $25,000,000 and does not constitute
payment  therefore  or  a  novation  thereof.

     In Witness Whereof the Undersigned has executed this Note on the date above
set  forth.

                                       GOLD BANC CORPORATION, INC.


                                       By:  _______________________________
                                       Its: _______________________________


                                        5
<PAGE>
                                    EXHIBIT B

                              AMENDED AND RESTATED
                          THIRD PARTY PLEDGE AGREEMENT

This  AMENDED  AND  RESTATED  THIRD PARTY PLEDGE AGREEMEMT is entered into as of
July 1, 2003 (the "Pledge Agreement") between GBC KANSAS, INC. (the "Assignor"),
and  LASALLE  BANK  NATIONAL  ASSOCIATION,  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.     Assignor  executed  that  certain  Amended  and Restated Third Party
Pledge Agreement as of June 1, 2002 and the Assignor and the Bank have agreed to
amend and restate the said Amended and Restated 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:

                                   AGREEMENTS:

     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;


                                        6
<PAGE>
          (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");

          (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 l, 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


                                        7
<PAGE>
     Agreement  or  with  respect  to  the  enforcement thereof, and this Pledge
     Agreement  is  subject  to  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
     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.


                                        8
<PAGE>
          (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.

          (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


                                        9
<PAGE>
     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;

          (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;


                                       10
<PAGE>
          (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  to  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 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 require 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  may  be  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


                                       11
<PAGE>
     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 properly 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  a  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)


                                       12
<PAGE>
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 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.

     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, conversions, 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  be 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.


                                       13
<PAGE>
     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 itself and its successors and assigns (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 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 bean 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.


                                       14
<PAGE>
     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  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 delivery 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
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:___________________________


                                       15
<PAGE>