SUBORDINATION AGREEMENT OF SECURED DEBT



               For $1.00 and other valuable consideration the 
        undersigned having or acquiring a security or mortgage interest 
        in the collateral of_________________ , (Debtor), hereby agrees 
        that said security or mortgage interest shall be subordinate to 
        the security interest, mortgage or lien of_______________________,  
        dated _________________, 20__, in the following collateral of the 
        security agreement:  (Describe)
                            

               Signed and sealed this _______day of ________, 20__.



                                      ____________________________


        Assented to:



        _________________________________
        Debtor


                                                 Form 137