Substitution of Collateral and Release Consent

_____________________, referred to as OWNER, and ______________________, referred to as SECURED PARTY, agree:

OWNER is indebted to SECURED PARTY pursuant to a note dated, _______________________, in the original principal amount of $_________ (___________________________ & _____/100 dollars); with a present total interest and principal balance of $_______ (___________________________ & _____/100 dollars), and a security agreement dated ______________________ and has pledged as security for the note the following:

The DEBTOR has requested that SECURED PARTY release ___________________________________ as collateral for the obligation, but, that ________________________________ be pledged as new collateral for the obligation. Accordingly, SECURED PARTY releases ____________________________________ as collateral for the obligation, and upon request of the DEBTOR shall execute such releases, UCC financing statement releases or other documents reasonably requested by the DEBTOR.

In all respects ________________________________ shall be subject to the terms and conditions of the security agreement between the parties dated ______________________. All other terms and conditions of the note and security agreement shall remain in full force and effect.

Dated: ______________________

_____________________, OWNER

______________________, SECURED PARTY