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EXHIBIT 7.8
PLEDGE AGREEMENT
In consideration of the loan made by Prudential Securities Incorporated
("Pledgee") to the Pledgor in the sum of $(a) _________________ and in
consideration of the Pledgee accepting and carrying for the Pledgor one or more
accounts, it is agreed as follows:
1. A Prudential Securities from of customer agreement between the Pledgor
and Pledgee dated (b) ___________ and executed by the Pledgor is hereby
incorporated by reference as part of this agreement, except that in the
event of conflict the express terms of this agreement shall prevail
over any contrary terms in the customer agreement.
2. The Pledgor agrees to pledge the securities hereinafter mentioned to
the Pledgee as security for the repayment of the aforementioned loan.
3. The Pledgor (herewith delivers) (has already delivered) to the Pledgee
(c) ___________________ shares of stock of (d) ___________________ (the
Issuer") duly endorsed or with (an) executed stock power(s) attached
(the "Securities"). In the event the Securities are currently in the
name of the Pledgor, the Pledgor does hereby appoint the Pledgee his
true and lawful attorney for him and in his name, place and xxxxx to
cause the Securities to be transferred on the books of the said issuer
to the name of the Pledgee.
4. The Pledgor acknowledges and understands that the minimum margin
maintenance imposed by the Pledgee in accordance with the applicable
rules of the New York Stock Exchange for the Securities pledged
pursuant to paragraph 2 is forty percent (40%) and that the Pledgee may
impose higher margin maintenance requirements as the result of the
Pledgee's internal policy or the rules of the New York Stock Exchange
on concentrated positions or for other reasons.
5. The Pledgor represents that he obtained the Securities pledged herein
on (e) _____________________ by (indicate when the securities were
acquired, the nature of acquisition and from whom acquired, for
example: on the open market, by exercise of stock option, in a private
transaction from the company, etc.).
6. The Pledgor represents that he fully paid for the Securities pledged
herein on (f) ________________.
7. The Pledgor represents that the combined holdings of he, his spouse, or
any relatives of either living in the Pledgor's household or any trust,
estate, corporation or any other organization in which he or any of the
persons referred to above own ten or more percent, or as to which he or
any such person serves as a trustee, executor, member of the board of
directors or in any similar capacity, totals (g) ______________ shares
of the issuer. In the event the Pledgor is not depositing the total
amount of shares as set forth above the Pledge, Pledgor hereby
represents that said shares are: (indicated the physical location of
said shares in the space provided below, and if any of said shares are
being used as collateral or are otherwise encumbered, please describe
such encumbrance below.) (h)
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8. The Pledgor further represents that he will not pledge or otherwise
encumber any shares of the Issuer which are not deposited with the
Pledgee without the express prior written consent of the Pledgee during
the term of this pledge.
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9. The Pledgor represents that he (has not sold) (has sold (i) __________)
(cross out inapplicable language) shares of the Issuer during the
preceding three months and that to the best of his knowledge the
persons referred to in paragraph 7 above, or anyone deemed to be acting
in concert with him (has not sold) (has sold (j) _______________ (cross
out inapplicable language) shares of the Issuer in the past three
months.
10. The Pledgor represents that neither he nor any of the persons referred
to in paragraph 7 and 9 above will sell, transfer or otherwise dispose
of any shares of the issuer without giving prior written notice to the
Pledgee and that he and/or such persons will give immediate written
notice to the Pledgee in the event that any additional shares of the
issuer are acquired during the term of the pledge.
11. The Pledgor warrants that he is familiar with Rules 144 and 145
promulgated under the Securities Act of 1933.
12. The Pledgor represents that the information furnished above is correct
and understands that the Pledgee is relying upon it in making the
aforementioned loan. The Pledgor further represents that he will
immediately notify the Pledgee in writing of any changes in any of the
information provided herein. In addition, the Pledgor represents that
he will sign an updated Pledge Agreement at the request of the Pledgee,
even though the information provided herein has not changed, in order
to satisfy any routine request, of any entity regulating the Pledgee,
that such updated Pledge Agreement be so executed.
13. The Pledgor hereby indemnifies the Pledgee for any loss it may incur as
a result of making the aforementioned loan.
X
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Signature of Pledgor
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Printed Name of Pledgor
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Account Number of Pledgor
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Date
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