[Firm Name]

401(K) PLAN

IRREVOCABLE PLEDGE AND ASSIGNMENT

******************************************************************************

Employer and Plan                    Name of Plan:                                                                            Information                              Name of Employer:                                                                                

Address:                                                                                                

City:                                          State:                Zip:                              

******************************************************************************

In consideration of a loan to me of $                              , by the Trustee of the [Firm Name] 401 (k) Plan (the "Plan"), as evidenced by a copy of the Promissory Note attached to this pledge, I hereby irrevocably pledge and assign to the Trustee of the Plan, or to their successor or successors, my vested interest in the Plan, which may be necessary to satisfy the loan which is the subject of this pledge, any unpaid interest on such loan, all attorney's fees necessary for collection of this obligation and all costs of collection. Failure by me to repay this loan when due or to pay any installment or interest when due shall authorize the Trustee to foreclose on any property or to bring a lawsuit to collect the outstanding indebtedness and interest on the indebtedness.

Should my employment terminate with [Firm Name] for any reason while this obligation is unpaid and under circumstances in which the Trustee would ordinarily make a distribution from the Plan to me or to my named beneficiary, I authorize the trustee to reduce the amount otherwise distributable to me or to my named beneficiary, by this outstanding indebtedness, together with any accrued interest due on the indebtedness.

This Irrevocable Pledge and Assignment shall bind my heirs, personal representatives or other legal representatives.

Dated this                                                          day of                                                               

Witness                                                                        Maker