0001050502-99-000039 Sample Contracts

EXHIBIT D ---------
Pledge and Security Agreement • January 25th, 1999 • Feltman John D • Retail-eating places
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EXHIBIT B --------- AGREEMENT ---------
Feltman John D • January 25th, 1999 • Retail-eating places

This Agreement (the "Agreement"), dated December 19, 1998, is by and between Harvest Restaurant Group, Inc., a Texas corporation ("Harvest"), and the undersigned holder of shares of common stock of Harvest.

STOCK PLEDGE LETTER -------------------
Feltman John D • January 25th, 1999 • Retail-eating places

Reference is made to that certain Pledge and Security Agreement (the "Pledge Agreement"), dated October 22, 1996, between Brookhaven Capital Corporation (the "Shareholder") and you pursuant to which Shareholder has pledged to you 382,870 shares (the "Shares") of the undersigned as security for obligations of Hartan, Inc. to you under that certain Loan Agreement, dated October 22, 1996, between TRC Acquisition Corporation and you (the "Loan Agreement"). Defined terms used herein which are not otherwise defined shall have the meaning set forth in the Pledge Agreement.

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