Hypothecation Agreement

THE BANK OF NEW YORK


HYPOTHECATION AGREEMENT


40 Wall St, New York December 23, 1996


The undersigned (jointly and severally, if more than one) hereby certifies to THE BANK OF NEW YORK (hereinafter referred to as the "Bank") that the undersigned has good and valid legal title to the following described securities and/or personal property, free and clear of all liens, charges, security interests and encumbrances of any nature whatsoever; (if collateral is other than securities, describe in detail in paragraph form.)


Value on Description of Security No. of Shares or Bonds Serial Number(s) This Date


Arista 178,400


(Which together with all products and proceeds thereof, accessions and additions thereto and substitutions therefor shall hereinafter be collectively referred to as the "Collateral").


The undersigned (jointly and severally, if more than one) hereby agrees:


(a) That Stanley & Joy Mandel of New York, NY (hereinafter referred to as the "Borrower") is authorized to pledge the Collateral to the Bank for the Borrower's account or otherwise.


(b) That when so pledged, the Collateral shall secure, and that a security interest in the Collateral shall exist and will continue to exist in the Bank's favor as security for, any and all loans and/or advances at any time or from time to time made by the Bank to the Borrower, any present or future indebtedness or other obligations of the Borrower to the Bank, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, howsoever evidenced or acquired and whether joint, several or joint and several, and any renewals or extensions thereof (all of which shall hereinafter be referred to as the "Obligations").


(c) That all agreements which the Borrower has made or may make with the Bank regarding the Collateral shall be applicable thereto to the same extent as if such Collateral were owned by the Borrower, that the undersigned hereby expressly ratifies, consents to and adopts any and all agreements which the Borrower has made or may hereafter make with the Bank with respect to the Collateral.


(d) That any additions to, substitutions for, accessions to and proceeds of the Collateral in any form whatsoever which shall come into the possession of either the undersigned or the Borrower shall be held in trust for the Bank, and shall be delivered to the Bank upon receipt thereof.


(e) That the Bank may deliver the Collateral to the Borrower or make such other disposition thereof as the Borrower may direct.


(f) That the Bank may sell, assign and deliver the whole or any part of the Collateral without limitation upon it as to priority or preference between the Collateral and any other collateral pledged with it as security for any of the Obligations, including any collateral belonging solely to the Borrower, at any broker's exchange or elsewhere, at public or private sale, either for cash or credit or for future delivery, in order to satisfy any of the Obligations should default by the Borrower occur at any time with respect thereto, and that on any such sale, the Bank, its assigns, officers or nominees may purchase the whole or any part of the Collateral free from any right of redemption on the part of the undersigned, which right is hereby expressly waived.


(g) That, without notice to or consent of the undersigned, the Bank may (i) release any endorser, guarantor or any collateral given to secure any of the Obligations and (ii) at any time and from time to time, extend the time of payment or renew in whole or in part or grant other indulgences with respect to any of the Obligations for s ...