EXHIBIT 10
PLEDGE AGREEMENT
In consideration of advances, loans, extension of credit,
renewals, acquisition of notes and other instruments for payment of
money and any security documents relative thereto or security
agreements, conditional contracts of sale, chattel mortgages,
leases and other liens or security instruments or an interest or
participation therein, due or to become due, heretofore made to or
for account of XXXXXX XXXXXX (hereinafter the "Pledgor") and/or now
or hereafter to be made directly, or indirectly, to or for the
account of or from Pledgor by [ ]
(hereinafter called "Bank") and/or the granting to or for the
account of Pledgor of such extensions, forbearances, releases of
collateral or other relinquishments of legal rights and/or
extending any other financial accommodation or benefit to Pledgor,
as Bank may deem advisable (the "Indebtedness"), the Pledgor hereby
absolutely and unconditionally pledges and delivers to the Bank and
grants to the Bank a security interest in the securities set forth
in Schedule A annexed hereto and any substitutions or replacements
and dividends thereof (hereinafter the "Pledged Securities").
1. The Pledgor hereby irrevocably appoints the Bank as his
attorney to arrange for the transfer of the Pledged Securities into
the name of the Bank's nominee and/or to place a stop transfer
notice on the Pledged Securities with any transfer agent, issuer,
registry or depository including but not limited to the Depository
Trust Company and/or Security Information Center.
2. The Pledgor hereby expressly authorizes the Bank from time
to time to accept from Pledgor additional marketable securities
which shall be deemed Pledged Securities and to record the
additions and deletions of the Pledged Securities on Schedule A.
In the event of any discrepancies between Schedule A and the
records of the Pledgor, Schedule A shall be controlling and
conclusive.
3. The Pledgor warrants and represents that (a) the Pledgor
is the owner of the Pledged Securities, (b) the Pledged Securities
are not subject to any claim secured or unsecured or any liens (c)
there are no restrictions upon the transfer of the Pledged
Securities, (d) the Pledgor has the right to pledge and transfer
the Pledged Securities free of any encumbrances and without
obtaining the consent of any other party.
4. During the term of this pledge and so long as the Pledgor
is not in default as set fourth in paragraph 5 all proceeds and
other amounts in cash received by the Bank (hereinafter "payments")
as a result of its ownership of the Pledged Securities shall be
credited to the Pledgor's account with the Bank. In the event of a
default as set forth in paragraph 5, the payments shall be applied
by the Bank in reduction of the Indebtedness pursuant to paragraph
5.
5. In the event that the Pledgor shall default in the
performance of any of the terms of this agreement, or any other
agreement, note or guaranty in favor of the Bank, the Bank shall
have the rights and remedies provided under the Uniform Commercial
Code in force in the State of New York and in this connection, the
Bank may, upon five (5) day's notice to the Pledgor and without
liability for any diminution in price which may have occurred, sell
all or part of the Pledged Securities in such manner and for such
price as the Bank may determine. At any bona fide public or private
sale the Bank shall be free to purchase all or any part of the
Pledged Securities. Out of the proceeds of any such sale the Bank
may retain an amount equal to the principal and interest then due
on the Indebtedness, plus the amount of costs and expenses related
to the sale, and shall pay any balance of such proceeds to the
Pledgor. In the event that the proceeds of any sale are
insufficient to repay in full the principal and interest of the
Indebtedness plus the costs and expenses related to the sale, the
Pledgor shall remain liable to the Bank for any deficiency.
6. The rights, obligations and remedies hereunder are
cumulative and in addition to those rights, obligations and
remedies set forth in any other agreement, instrument or document
between the Pledgor and the Bank.
IN WITNESS WHEREOF, the Pledgor has executed and delivered
this Agreement as of the ___ day of January, 2000.
s/Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
(Address)
N:\XXXX\XXXXX\PLDG-AGR.00
STATE OF )
: ss.:
COUNTY OF )
On the ___ day of _____________, 2000 before me personally
came Xxxxxx Xxxxxx to me known, who being by me duly sworn, did
depose and say that he resides at ______________________________
__________________; that he is the individual described in and who
executed the above Pledge Agreement; and that he signed his name
thereto.
Notary Public
SCHEDULE A
SECURITIES NO. OF SHARES
JLM Couture, Inc. Certificate No.6126 83,331
JLM Couture, Inc. Certificate No.6129 35,000
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