PLEDGEAGREEMENT

             “Collateral” shall mean all property in which a security interest is granted hereunder.

             “Loan Agreement” shall have the meaning provided in the recitals hereto.

             “Pledged Assets” shall mean the Pledged Account and all cash, credit balances, securities, other financial assets and investment property and all other property now or hereafter held in the Pledged Account, all present and future dividends and other distributions on any Pledged Assets, all of the Pledgor’s other present and future rights relating to any Pledged Assets, any other assets pledged by the Pledgor to Secured Party, and all Proceeds.

             "Pledgor" shall have the meaning set forth in the preamble hereto.

             "Proceeds" shall mean whatever is received upon the sale, exchange, collection or other disposition of Collateral or Proceeds.

             “Secured Party” shall have the meaning set forth in the preamble hereto.

             “UCC” shall mean the Uniform Commercial Code as enacted in the State of Minnesota, as amended from time to time, including, without limitation, on and after the effective date of Minn. Laws 2000, Chapter 399, substantially adopting Revised Article 9 of the Uniform Commercial Code as approved by the National Conference of Commissioners on Uniform State Laws in July, 1998 (as so adopted being sometimes hereinafter referred to as “Revised Article 9”) by Revised Article 9.

             a.          Pledgor is, or at the time of any future delivery, pledge, assignment or transfer will be, the legal and beneficial owner of all of the Collateral with full right to deliver, pledge, assign and transfer the Collateral to the Secured Party as Collateral hereunder free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in such shares or the proceeds thereof except for that granted hereunder;

             b.          Upon delivery of the Collateral to the Secured Party or upon other perfection of the Secured Party’s security interest in the Collateral pursuant to applicable law, this Agreement shall create a valid first lien upon and a perfected security interest in the Collateral and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance or agreement purporting to grant a security interest in Collateral or any part thereof.

             a.          Except as otherwise provided in this Agreement, Pledgor shall accept the following as the Secured Party’s agent, in trust for the Secured Party, and shall deliver such forthwith (but in no event later than 10 days after Pledgor acquires any stock or trust certificates or other instrument representing or evidencing any of the Collateral) to the Secured Party in the exact form received with, as applicable, such party’s endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by the Secured Party, subject to the terms hereof, as part of the Collateral:

Pending such delivery, all of the Collateral not delivered to the Secured Party on the date hereof shall be held in trust for the Secured Party, separate and distinct from any other property of Pledgor and free of all liens and claims whatsoever other than the security interest of the Secured Party created hereunder.

             b.          So long as no Default or Event of Default shall have occurred and be continuing:

Immediately and without further notice, upon the occurrence of any Event of Default, the Secured Party or its nominee shall have the right to require the Custodian to comply with any order originated by Secured Party to sell, transfer, redeem or reinvest the proceed of, any or all of the Pledged Assets, including any order to transfer any or all of the Pledged Assets to Secured Party, all without the consent of Pledgor and to exercise all rights pertaining to the Pledged Assets as if the Secured Party were the absolute owner thereof, including without limitation, the right to exercise all conversion, exchange, subscription or other rights, privileges or options, pertaining to any of the Pledged Assets, and, in connection therewith, to deliver any of the Pledged Assets to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine. all without liability except to account for property actually received by it; but the Secured Party shall not have any duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

             c.          Upon the occurrence of an Event of Default, the Secured Party may, upon at least ten (10) days prior written notice to Pledgor given in accordance with Section 4.i. hereof, but without any other demand of performance or other demand or advertisement to or upon Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), forthwith realize upon the Collateral or any part thereof, or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at any of the Secured Party’s offices or elsewhere, at such prices and on such terms as the Secured Party may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right to the Secured Party, the Secured Party or any purchaser to purchase upon any such sale the whole or any part of the Collateral free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived and released.  Any disposition made in accordance with the provisions of this paragraph shall be deemed to have been commercially reasonable.  Pledgor agrees that if any Collateral is sold at any public or private sale, the Secured Party may elect to sell only to a buyer who will give further assurances, satisfactory in form and substance to the Secured Party, respecting compliance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state laws and regulations (“Blue Sky Laws”), and a sale subject to such condition shall be deemed commercially reasonable.

If at any time when the Secured Party shall determine to exercise its right to sell all or any part of the Collateral pursuant to this Section 4.c., such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or registered or qualified under applicable Blue Sky Laws, as then in effect, Pledgor further agrees that in any sale of any of the Collateral, the Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as they may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without  limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable or accountable to Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

             d.          In addition to the foregoing, whenever an Event of Default shall exist hereunder, the Secured Party may, at its option, upon at least ten (10) days prior written notice to Pledgor given in accordance with Section 4.i. hereof, but without any other demand, exercise any of the rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law.

             e.          Pledgor hereby covenants that, until all of the Obligations have been satisfied in full, Pledgor will not, without the prior written consent of the Secured Party, sell, convey, or otherwise dispose of any of Pledgor’s interest in the Collateral or any interest therein or create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever in or with respect to any of the Collateral or the proceeds thereof, other than  that created hereby.

             f.           Pledgor warrants and will, at Pledgor’s own expense, defend the Secured Party’s right, title, special property and security interest in and to the Collateral against the claims of any person, firm, corporation or other entity.

             g.          Beyond the exercise of reasonable care to assure the safe custody of the Collateral while held hereunder, the Secured Party shall not have any duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Collateral upon surrendering it or tendering surrender of it to Pledgor.

             h.          Pledgor, by entering into this Agreement and negotiating the terms hereof, hereby waives any rights Pledgor may have to demand any notices other than those provided for herein and any right to a hearing as a condition precedent to the Secured Party’s exercise of its rights hereunder.

             i.           If any notification of intended disposition of any of the Collateral is required by law, such notification shall be deemed reasonably and properly given if given in accordance with the notice provisions of the Loan Agreement at least ten (10) days before such disposition.

             j.           No delay or failure by the Secured Party in the exercise of any right or remedy shall constitute a waiver thereof, and no single or partial exercise by the Secured Party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

             k.          Pledgor agrees to take any action which the Secured Party may reasonably request in order to obtain and enjoy the full rights and benefits granted to the Secured Party by this Agreement.

             l.           Except as otherwise expressly permitted in writing by the Secured Party, any amount deposited into the Pledged Account shall be invested in Pledged Assets that are of a type of Pledged Security includable in the Borrowing Base.