exhibit10_2.htm


    
      FOURTH
        AMENDMENT TO REVOLVING
        CREDIT

      AND
        TERM LOAN
        AGREEMENT

      


      


      THIS
        FOURTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is
        made effective this 27th day of November, 2007, by and between ADDVANTAGE TECHNOLOGIES
        GROUP,
        INC., an Oklahoma corporation (“Borrower”) and BANK OF OKLAHOMA,
        N.A.
        (“Lender”).

      


      RECITALS

      


      A.           Reference
        is made to the Revolving Credit and Term Loan Agreement between Borrower
        and
        Lender dated September 30, 2004, and amended September 30, 2005, September
        30,
        2006, and November 20, 2006 (as amended, the “Credit Agreement”), pursuant to
        which exists a $7,000,000 Revolving Line, an $8,000,000 Term Loan with an
        outstanding balance of $4,300,000 as of the date hereof, and a $2,760,000
        Term
        Loan with an outstanding balance of $2,591,326 as of the date
        hereof.  Terms used herein shall have the meanings ascribed to them in
        the Credit Agreement unless otherwise defined herein.

      


      B.           Borrower
        has requested that Lender (i) extend the maturity of the $7,000,000 Revolving
        Line and (ii) extend the maturity of and increase the $8,000,000 Term Loan
        to
        $16,300,000, with the additional proceeds to be used for the purpose of purchase
        of the remaining $12,000,000 preferred stock owned by Ken and David Chymiak;
        and
        Lender is willing to accommodate such requests pursuant to the terms and
        conditions set forth in this Amendment.


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, Borrower
        and Lender do hereby agree as follows:

      


      1.  AMENDMENTS
        TO THE CREDIT
        AGREEMENT.

      


      1.1.  Section
        1.30 (Letter of Credit Fee) is hereby amended to reflect that the Letter
        of
        Credit Fee, formerly “one and one-half percent (1.50%) per annum” shall now be
“one and four 

          tenths
        percent
        (1.40%) per annum”.


      1.2.  Section
        1.39 (Note Rate) is hereby deleted and replaced with the following:

       

                    “1.38.  ‘Note
        Rate’ shall mean
        the LIBOR Rate plus
        one and
        four tenths percent (1.40%) per annum.”

      


      1.3.  Section
        2.1 ($8,000,000 Term Loan) is hereby amended to reflect that the principal
        amount of said loan is being increased to $16,300,000.  All references
        throughout the Credit   

          Agreement
        and other
        Loan Documents to the “$8,000,000 Term Loan” and the “$8,000,000 Term Note”
shall now mean and read “$16,300,000 Term Loan” and
        

          “$16,300,000
        Term
        Note”, respectively.

      


      1.4.  A
        new
        Section 2.4 is hereby added, as follows:

       

                
“2.4.  Interest
        Credit.  Lender shall attempt to provide Borrower $300,000 in
        Oklahoma state income tax credits each year (“Tax Credits”), commencing with the
        calendar year ending 

          December
        31, 2008 and
        ending with the calendar year ending December 31, 2012.  For any said
        calendar year in which Lender is not able to provide the Tax Credits, Lender
        

          shall
        provide an
        interest credit to Borrower in an amount equal to fifteen hundredths of one
        percent (0.15%) of the average outstanding balance under the Revolving Credit
        and 

          Term
        Loan Agreement
        (including the $7,000,000 Revolving Line, the $16,300,000 Term Loan, and
        the
        $2,760,000 Term Loan) during that year, effective for the first interest


          payment
        due in the
        following calendar year.”


      1.5.  A
        new
        Section 3.3 is hereby added, as follows:

      


      “3.3.  Key
        Man Life
        Insurance.  As additional security for the Loan, Borrower shall
        maintain a life insurance policy on the life of David Chymiak in an amount
        of
        not less than $5,000,000, 

          the
        proceeds of which
        shall be assigned to Lender pursuant to the Assignment of Life Insurance
        Policy
        as Collateral, in form and content as set forth on Schedule ‘3.3’
        hereto.”


      1.6.  Section
        7.11 (Dividends, Stock Redemptions) is hereby deleted and replaced with the
        following:

      


      “7.11.  Dividends,
        Stock
        Redemptions.  Directly or indirectly declare or pay any
        dividend on, or make any other distribution with respect to (whether by
        reduction of capital or otherwise), 

          any
        shares of its
        capital stock or make any advances or loans to stockholders; provided, however,
        that this covenant shall terminate upon the earlier to occur of (i) the payment
        

          in
        full of all
        Obligations under the $16,300,000 Term Loan, or (ii) Borrower’s maintaining a
        Leverage Ratio of less than 1.5 to 1.0 for four (4) consecutive
        quarters.”


      1.7.  Section
        8.3 (Effective Net Worth) is hereby deleted in its entirety.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      2.  CONDITIONS
        PRECEDENT.  This Amendment and Lender's commitments under the
        Credit Agreement as amended hereby are conditioned upon satisfaction of the
        following at or before closing:

      


                  
        

      
                         
          2.1.  Borrower
          shall execute and /or deliver to Lender the following:

         

      

      2.1.1.  This
        Amendment;

      


      2.1.2.  The
        $7,000,000 promissory Note in form and content set forth on Schedule “2.1.2” to
        this Amendment;

      


      2.1.3.  The
        $16,300,000 promissory Note in form and content set forth on Schedule “2.1.3” to
        this Amendment;

      


      2.1.4.  The
        Assignment of Life Insurance Policy as Collateral in form and content set
        forth
        on Schedule
“2.1.4” to this
        Amendment;

      


      2.1.5.  Certificates
        of Good Standing from the Borrower and each of the Guarantors; and

      


      2.1.6.  any
        other
        instruments, documents or agreements reasonably requested by Lender in
        connection herewith.

      


      3.  Representations.  As
        inducement for Lender to agree to this Amendment, the Borrower represents
        and
        warrants to Lender as follows: (i) all representations and warranties set
        forth
        in the Credit Agreement and other Loan Documents remain true and correct
        as of
        the date hereof, and all schedules remain true and correct; (ii) no Initial
        Default or Matured Default exists under the Credit Agreement or any other
        Loan
        Documents, and none shall arise as a result of the execution and performance
        under this Amendment and/or any documents executed and/or delivered by Borrower
        in connection herewith.

      


      4.  Ratification
        of and
        Amendment to Documents.  Borrower hereby ratifies and confirms
        the Credit Agreement, together with all security agreements, financing
        statements, instruments, documents and/or agreements executed and/or delivered
        by Borrowers to Lender in connection therewith (ALoan
        Documents@),
        and Borrower acknowledges, agrees, represents and warrants that the Loan
        Documents are in full force and effect, binding and enforceable in accordance
        with their terms.

      


      5.  Ratification
        of
        Guaranty.  Each Guarantor, by execution of the ratification
        following the signature page hereof, hereby agrees to the renewal of the
        $7,000,000 Revolving Line and the increase of the $8,000,000 Term Loan to
        $16,300,000, and hereby ratifies and confirms its Guaranty Agreement; and
        further confirms that, after giving effect to the amendments provided for
        herein, the Guaranty Agreement shall continue in full force and effect, and
        that
        each representation and warranty set forth therein remains true and correct
        as
        of the date hereof, and that the guaranteed indebtedness additionally includes
        the $16,300,000 Promissory Note, together with extensions and renewals
        thereto.

      


      6.  Governing
        Law and Binding
        Effect.  This Amendment shall be governed by and construed in
        accordance with the laws of the State of Oklahoma, and it, together with
        all
        documents executed and delivered in connection herewith, shall be binding
        upon
        the parties hereto, their respective successors and assigns.

      


      7.  USA
        Patriot Act
        Notification.  IMPORTANT INFORMATION ABOUT PROCEDURES FOR
        OPENING A NEW ACCOUNT.  To help the government fight the funding of
        terrorism and money laundering activities, Federal law requires all financial
        institutions to obtain, verify, and record information that identifies each
        person or entity that opens an account, including any deposit account, treasury
        management account, loan, other extension of credit, or other financial services
        product.  What this means for Borrower:  When Borrower opens
        an account, if Borrower is an individual, Lender will ask for Borrower's
        name,
        taxpayer identification number, residential address, date of birth, and other
        information that will allow Lender to identify Borrower, and, if Borrower
        is not
        an individual, Lender will ask for Borrower's name, taxpayer identification
        number, business address, and other information that will allow Lender to
        identify Borrower.  Lender may also ask, if Borrower is an individual,
        to see Borrower's driver’s license or other identifying documents, and, if
        Borrower is not an individual, to see Borrower's legal organizational documents
        or other identifying documents.

      


      8.   Fees.  Borrower
        shall not be obligated to pay the attorney fees incurred by Bank in connection
        with the preparation of this Amendment.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
        by
        their respective officers thereunto duly authorized, as of the date first
        above
        written.

      "Borrower"

      


      ADDVANTAGE
        TECHNOLOGIES GROUP,
        INC., an Oklahoma corporation

      


      


      By
/s/
        Ken
        Chymiak

            Ken
        Chymiak, President and Chief

                        Executive
        Officer

      


      


      


      “Lender"

      


      BANK
        OF OKLAHOMA,
        N.A.

      


      


      By
/s/
        W. Mack
        Renner

           W.
        Mack Renner, Vice President

       

      RATIFICATION
        OF
        GUARANTY

      


      As
        inducement for the Lender to enter into the Fourth Amendment to Revolving
        Credit
        and Term Loan Agreement (“Amendment”) dated effective November 27, 2007, to
        which this Ratification is affixed, the undersigned Guarantors each hereby
        agree
        to Section 5 of the Amendment and further hereby ratifies and confirms its
        Guaranty Agreement.

      


      


      Tulsat
        Corporation, an
        Oklahoma corporation

      


      


      By
/s/
        David
        Chymaik

            David
        Chymiak, President

      


      ADDvantage
        Technologies Group of
        Missouri, Inc., a Missouri corporation

      


      


      By
/s/
        David
        Chymiak

           David
        Chymiak, Vice President

      


      ADDvantage
        Technologies Group of
        Nebraska, Inc., a Nebraska corporation

      


      


      By
/s/
        Ken
        Chymiak

           Ken
        Chymiak, Vice President

      


      ADDvantage
        Technologies Group of
        Texas, Inc., a Texas corporation

      


      


      By
/s/
        Ken
        Chymiak

            Ken
        Chymiak, Vice President

      


      NCS
        Industries, Inc., a
        Pennsylvania corporation

      


      


      By
/s/
        David
        Chymiak

            David
        Chymiak, President

      


      Tulsat-Atlanta,
        L.L.C., an
        Oklahoma limited liability company

      (a
        subsidiary of Tulsat Corporation)

      


      By:   ADDvantage
        Technologies Group, Inc.,

              Its
        sole member and Manager

      


      


      By
/s/
        David
        Chymaik

                   David
        Chymiak, Chairman of the Board

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Schedule
        "2.1.2"

      


      PROMISSORY
        NOTE

      


      $7,000,000 November
        27, 2007

       Tulsa,
        Oklahoma

      


      FOR
        VALUE
        RECEIVED, the undersigned, ADDVANTAGE TECHNOLOGIES
        GROUP,
        INC., an Oklahoma corporation ("Maker"), promises to pay to the order
        of
BANK OF OKLAHOMA, N.A.
        ("Lender"), at its offices in Tulsa, Oklahoma, the principal sum of SEVEN
        MILLION AND NO/100 DOLLARS ($7,000,000.00) or, if less, the aggregate sum
        of
        advances made by Lender to Maker under the Revolving Credit and Term Loan
        Agreement between Maker and Lender dated September 30, 2004 (as amended,
        the
“Credit Agreement”), payable as follows:

      


      
        	
                 

              	
                a.

              	
                Principal.  Principal
                  shall be payable on November 30,
                  2010.

              


      

      


      
        	
                 

              	
                b.

              	
                Interest.  Interest
                  shall be payable quarterly on the last day of each February, May,
                  August,
                  and November, commencing February 29, 2008, and at
                  maturity.  Interest shall accrue on the principal balance
                  outstanding hereunder and on any past due interest hereunder at
                  a rate at
                  all times equal to the Note Rate (defined in the Credit
                  Agreement).

              


      

      


      If
        any
        payment shall be due on a Saturday or Sunday or upon any other day on which
        state or national banks in the State of Oklahoma are closed for business
        by
        virtue of a legal holiday for such banks, such payment shall be due and payable
        on the next succeeding banking day and interest shall accrue to such
        day.  All interest due hereon shall be computed on the actual number
        of days elapsed (365 or 366) based upon a 360-day year.

      


      Such
        installment payments are to be applied first to the payment of interest on
        the
        principal balance from time to time remaining unpaid at the aforesaid rate,
        and
        any balance shall be used to reduce the principal balance; except that if
        any
        advances made by the holder hereof under the terms of any instrument, document
        or agreement executed by Maker in connection herewith have not been repaid,
        any
        monies received may, at the option of holder, be applied first to repay such
        advances and interest thereon, and the balance, if any, applied to any
        installment then due.  Any prepayments shall be applied to
        installments in the inverse order of occurrence.

      


      All
        payments under this Note shall be made in legal tender of the United States
        of
        America or in other immediately available funds at Lender's office described
        above, and no credit shall be given for any payment received by check, draft
        or
        other instrument or item until such time as the holder hereof shall have
        received credit therefor from the holder's collecting agent or, in the event
        no
        collecting agent is used, from the bank or other financial institution upon
        which said check, draft or other instrument or item is drawn.

      


      From
        time
        to time the maturity date of this Note may be extended or this Note may be
        renewed, in whole or in part, or a new note of different form may be substituted
        for this Note and/or the rate of interest may be changed, or changes may
        be made
        in consideration of loan extensions, and the holder, from time to time, may
        waive or surrender, either in whole or in part, any rights, guarantees, security
        interests or liens given for the benefit of the holder in connection herewith;
        but no such occurrences shall in any manner affect, limit, modify or otherwise
        impair any rights, guarantees or security of the holder not specifically
        waived,
        released or surrendered in writing, nor shall any maker, guarantor, endorser
        or
        any person who is or might be liable hereon, either primarily or contingently,
        be released from such liability by reason of the occurrence of any such
        event.  The holder hereof, from time to time, shall have the unlimited
        right to release any person who might be liable hereon; and such release
        shall
        not affect or discharge the liability of any other person who is or might
        be
        liable hereon.

      


      If
        any
        payment required by this Note to be made is not made within five (5) days
        of
        when due, or if any default occurs under any loan agreement or under the
        provisions of any mortgage, security agreement, assignment, pledge or other
        document or agreement which provides security for the indebtedness evidenced
        by
        this Note, the holder hereof may, at its option, without notice or demand,
        declare this Note in default and all indebtedness due and owing hereunder
        immediately due and payable.  Interest from the date of default on
        such principal balance and on any past due interest hereunder shall accrue
        at
        the rate of two percent (2%) per annum above the nondefault interest rate
        accruing hereunder.  The Maker and any endorsers, guarantors and
        sureties hereby severally waive protest, presentment, demand, and notice
        of
        protest and nonpayment in case this Note or any payment due hereunder is
        not
        paid when due; and they agree to any renewal, extension, acceleration,
        postponement of the time of payment, substitution, exchange or release of
        collateral and to the release of any party or person primarily or contingently
        liable without prejudice to the holder and without notice to the Maker or
        any
        endorser, guarantor or surety.  Maker and any guarantor, endorser,
        surety or any other person who is or may become liable hereon will, on demand,
        pay all costs of collection, including reasonable attorney fees of the holder
        hereof in attempting to enforce payment of this Note and reasonable attorney
        fees for defending the validity of any document securing this Note as a valid
        first and prior lien.

      


      Upon
        the
        occurrence of any default hereunder, Lender shall have the right, immediately
        and without further action by it, to set off against this Note all money
        owed by
        Lender in any capacity to the Maker or any guarantor, endorser or other person
        who is or might be liable for payment hereof, whether or not due, and also
        to
        set off against all other liabilities of Maker to Lender all money owed by
        Lender in any capacity to Maker; and Lender shall be deemed to have exercised
        such right of setoff and to have made a charge against such money immediately
        upon the occurrence of such default even though such charge is made or entered
        into the books of Lender subsequently thereto.

      


      The
        holder of this Note may collect a late charge not to exceed an amount equal
        to
        five percent (5%) of the amount of any payment which is not paid within ten
        (10)
        days from the due date thereof, for the purposes of covering the extra expenses
        involved in handling delinquent payments.  This late charge provision
        shall not be applicable in the event the holder hereof, at its option, elects
        to
        receive interest at the increased rate as provided hereunder in the event
        of
        default.

      


      This
        Note
        is given for an actual loan of money for business purposes and not for personal,
        agricultural or residential purposes, and is executed and delivered in the
        State
        of Oklahoma and shall be governed by and construed in accordance with the
        laws
        of the State of Oklahoma.

      


      This
        Note
        constitutes an extension of the $7,000,000 Promissory Note from Maker to
        Lender
        dated November 20, 2006.

      


      


      [Signature
        page follows.]

      


      [Signature
        Page to $7,000,000 Promissory Note]

      


      


      


      ADDVANTAGE
        TECHNOLOGIES GROUP,
        INC., an Oklahoma corporation

      


      


      By
/s/
        Ken
        Chymiak

                      Ken
        Chymiak, President and Chief

                       Executive
        Officer

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Schedule
        "2.1.3"

      


      PROMISSORY
        NOTE

      


      $16,300,000 November
        27, 2007

       Tulsa,
        Oklahoma

      


      FOR
        VALUE
        RECEIVED, the undersigned, ADDVANTAGE TECHNOLOGIES
        GROUP,
        INC., an Oklahoma corporation ("Maker"), promises to pay to the order
        of
BANK OF OKLAHOMA, N.A.
        ("Lender"), at its offices in Tulsa, Oklahoma, the principal sum of SIXTEEN
        MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($16,300,000.00) pursuant
        to
        the terms of the Revolving Credit and Term Loan Agreement between Maker and
        Lender dated September 30, 2004, and amended of even date herewith (as amended,
        the “Credit Agreement”).  Payments shall be due quarterly, on the last
        day of each February, May, August, and November, commencing February 28,
        2009,
        with the last payment, due November 30, 2012, equal to the outstanding balance
        of principal and interest hereunder.  Each payment shall consist of
        principal payments of $407,500 plus
        accrued
        interest.  Interest shall accrue on the principal balance outstanding
        hereunder and on any past due interest hereunder at a rate at all times equal
        to
        the Note Rate (defined in the Credit Agreement).

      


      If
        any
        payment shall be due on a Saturday or Sunday or upon any other day on which
        state or national banks in the State of Oklahoma are closed for business
        by
        virtue of a legal holiday for such banks, such payment shall be due and payable
        on the next succeeding banking day and interest shall accrue to such
        day.  All interest due hereon shall be computed on the actual number
        of days elapsed (365 or 366) based upon a 360-day year.

      


      All
        payments under this Note shall be made in legal tender of the United States
        of
        America or in other immediately available funds at Lender's office described
        above, and no credit shall be given for any payment received by check, draft
        or
        other instrument or item until such time as the holder hereof shall have
        received credit therefor from the holder's collecting agent or, in the event
        no
        collecting agent is used, from the bank or other financial institution upon
        which said check, draft or other instrument or item is drawn.

      


      From
        time
        to time the maturity date of this Note may be extended or this Note may be
        renewed, in whole or in part, or a new note of different form may be substituted
        for this Note and/or the rate of interest may be changed, or changes may
        be made
        in consideration of loan extensions, and the holder, from time to time, may
        waive or surrender, either in whole or in part, any rights, guarantees, security
        interests or liens given for the benefit of the holder in connection herewith;
        but no such occurrences shall in any manner affect, limit, modify or otherwise
        impair any rights, guarantees or security of the holder not specifically
        waived,
        released or surrendered in writing, nor shall any maker, guarantor, endorser
        or
        any person who is or might be liable hereon, either primarily or contingently,
        be released from such liability by reason of the occurrence of any such
        event.  The holder hereof, from time to time, shall have the unlimited
        right to release any person who might be liable hereon; and such release
        shall
        not affect or discharge the liability of any other person who is or might
        be
        liable hereon.

      


      If
        any
        payment required by this Note to be made is not made within five (5) days
        of
        when due, or if any default occurs under any loan agreement or under the
        provisions of any mortgage, security agreement, assignment, pledge or other
        document or agreement which provides security for the indebtedness evidenced
        by
        this Note, the holder hereof may, at its option, without notice or demand,
        declare this Note in default and all indebtedness due and owing hereunder
        immediately due and payable.  Interest from the date of default on
        such principal balance and on any past due interest hereunder shall accrue
        at
        the rate of two percent (2%) per annum above the nondefault interest rate
        accruing hereunder.  The Maker and any endorsers, guarantors and
        sureties hereby severally waive protest, presentment, demand, and notice
        of
        protest and nonpayment in case this Note or any payment due hereunder is
        not
        paid when due; and they agree to any renewal, extension, acceleration,
        postponement of the time of payment, substitution, exchange or release of
        collateral and to the release of any party or person primarily or contingently
        liable without prejudice to the holder and without notice to the Maker or
        any  endorser, guarantor or surety.  Maker and any
        guarantor, endorser, surety or any other person who is or may become liable
        hereon will, on demand, pay all costs of collection, including reasonable
        attorney fees of the holder hereof in attempting to enforce payment of this
        Note
        and reasonable attorney fees for defending the validity of any document securing
        this Note as a valid first and prior lien.

      


      Upon
        the
        occurrence of any default hereunder, Lender shall have the right, immediately
        and without further action by it, to set off against this Note all money
        owed by
        Lender in any capacity to the Maker or any guarantor, endorser or other person
        who is or might be liable for payment hereof, whether or not due, and also
        to
        set off against all other liabilities of Maker to Lender all money owed by
        Lender in any capacity to Maker; and Lender shall be deemed to have exercised
        such right of setoff and to have made a charge against such money immediately
        upon the occurrence of such default even though such charge is made or entered
        into the books of Lender subsequently thereto.

      


      The
        holder of this Note may collect a late charge not to exceed an amount equal
        to
        five percent (5%) of the amount of any payment which is not paid within ten
        (10)
        days from the due date thereof, for the purposes of covering the extra expenses
        involved in handling delinquent payments.  This late charge provision
        shall not be applicable in the event the holder hereof, at its option, elects
        to
        receive interest at the increased rate as provided hereunder in the event
        of
        default.

      


      This
        Note
        is given for an actual loan of money for business purposes and not for personal,
        agricultural or residential purposes, and is executed and delivered in the
        State
        of Oklahoma and shall be governed by and construed in accordance with the
        laws
        of the State of Oklahoma.

      


      This
        Note
        constitutes an increase and extension of the $8,000,000 Promissory Note from
        Maker to Lender dated September 30, 2004.

      


      


      [Signature
        Page to Follow]

      


      [Signature
        Page to $16,300,000 Promissory Note]

      


      


      ADDVANTAGE
        TECHNOLOGIES GROUP,
        INC., an Oklahoma corporation

      


      


      By
/s/
        Ken
        Chymiak

           Ken
        Chymiak, President and Chief

           Executive
        Officer

      


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Schedule
        "2.1.4"

      


      ASSIGNMENT
        OF LIFE INSURANCE POLICY
        AS COLLATERAL

      


      


      "Insured"                                                                           "Bank"

      
        	
                 

                David
                  Chymiak

                ______________________

                ______________________

                 

              	 	
                 

                BANK
                  OF OKLAHOMA, N.A.

                P.O.
                  Box 2300

                Tulsa,
                  OK  74192

                 

                Attn:
                  W. Mack Renner

              
	 	 	 


      

      "Insurer"

      Policy
        Number: _______________________

      _____________________________

      _____________________________                                                                                                Date
        of Assignment:

      


      


      A.           For
        value received, and as of the Date shown above, the undersigned hereby assign,
        transfer and set over to the Bank named herein, its successors and assigns
        (herein called the "Assignee") the Life Insurance Policy numbered above issued
        by the Insurer shown above (herein called the "Insurer") and any supplementary
        contracts issued in connection therewith (said Policy and contracts being
        herein
        called the "Policy") upon the life of the above named Insured and all claims,
        options, privileges, rights, title and interest therein and thereunder (except
        as provided in Paragraph C hereof), subject to all the terms and conditions
        of
        the Policy and to all superior liens, if any, which may exist against the
        Policy.  The undersigned by this instrument jointly and severally
        agree and the Assignee by the acceptance of this Assignment agrees to the
        conditions and provisions herein set forth.

      


      B.           It
        is expressly agreed that, without detracting from the generality of the
        foregoing, the following specific rights are included in this Assignment
        and
        pass by virtue hereof:

      


      
        	
                 

              	
                1.

              	
                The
                  sole right to collect from the Insurer the net proceeds of the
                  Policy when
                  it becomes a claim by death or
                  maturity;

              


      

      


      
        	
                 

              	
                2.

              	
                The
                  sole right to surrender the Policy and receive the surrender value
                  thereof
                  at any time provided by the terms of the Policy and at such other
                  times as
                  the Insurer may allow;

              


      

      


      
        	
                 

              	
                3.

              	
                The
                  sole right to obtain one or more loans or advances on the Policy,
                  either
                  from the Insurer or, at any time, from other persons, and to pledge
                  or
                  assign the Policy as security for such loans or
                  advances;

              


      

      


      
        	
                 

              	
                4.

              	
                The
                  sole right to collect and receive all distributions or shares of
                  surplus,
                  dividend deposits or additions to the Policy now or hereafter made
                  or
                  apportioned thereto, and to exercise any and all options contained
                  in the
                  Policy with respect thereto; provided, that unless and until the
                  Assignee
                  shall notify the Insurer in writing to the contrary, the distributions
                  or
                  share of surplus, dividend deposits and additions shall continue
                  on the
                  plan in force at the time of this Assignment;
                  and

              


      

      


      
        	
                 

              	
                5.

              	
                The
                  sole right to exercise all nonforfeiture rights permitted by the
                  terms of
                  the Policy or allowed by the Insurer and to receive all benefits
                  and
                  advantages derived therefrom.

              


      

      


      C.           It
        is expressly agreed that the following specific rights, so long as the Policy
        has not been surrendered, are reserved and excluded from this Assignment
        and do
        not pass by virtue hereof:

      


      
        	
                 

              	
                1.

              	
                The
                  right to collect from the Insurer any disability benefit payable
                  in cash
                  that does not reduce the amount of
                  insurance;

              


      

      


      
        	
                 

              	
                2.

              	
                The
                  right to designate and change the
                  beneficiary;

              


      

      


      
        	
                 

              	
                3.

              	
                The
                  right to elect any optional mode of settlement permitted by the
                  Policy or
                  allowed by the Insurer;

              


      

      


      but
        the
        reservation of these rights shall in no way impair the right of the Assignee
        to
        surrender the Policy completely with all its incidents or impair any other
        right
        of the Assignee hereunder, and any designation or change of beneficiary or
        election of a mode of settlement shall be made subject to this Assignment
        and to
        the rights of the Assignee hereunder.

      


      D.           This
        Assignment is made and the Policy is to be held as collateral security for
        any
        and all liabilities of the undersigned, or any of them, to the Assignee,
        either
        now existing or that may hereafter arise between any of the undersigned and
        the
        Assignee (all of which liabilities secured or to become secured are herein
        called "Liabilities").

      


      E.           The
        Assignee covenants and agrees with the undersigned as follows:

      


      
        	
                 

              	
                1.

              	
                That
                  any balance of sums received hereunder from the Insurer remaining
                  after
                  payment of the then existing Liabilities, matured or unmatured,
                  shall be
                  paid by the Assignee to the persons entitled thereto under the
                  terms of
                  the policy had this Assignment not been
                  executed;

              


      

      


      
        	
                 

              	
                2.

              	
                That
                  the Assignee will not exercise either the right to surrender the
                  Policy or
                  (except for the purpose of paying premiums) the right to obtain
                  policy
                  loans from the Insurer, until there has been default in any of
                  the
                  Liabilities or a failure to pay any premium when due, nor until
                  twenty
                  days after the Assignee shall have mailed, by first-class mail,
                  to the
                  undersigned at the addresses last supplied in writing to the Assignee
                  specifically referring to this Assignment, notice of intention
                  to exercise
                  such right; and

              


      

      
        	
                 

              	
                3.

              	
                That
                  the Assignee will upon request forward without reasonable delay
                  to the
                  Insurer the Policy for endorsement of any designation or change
                  of
                  beneficiary or any election of an optional mode of
                  settlement.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      F.           The
        Insurer is hereby authorized to recognize the Assignee's claims to rights
        hereunder without investigating the reason for any action taken by the Assignee,
        or the validity or the amount of the Liabilities or the existence of any
        default
        therein, or the giving of any notice under Paragraph E(2) above or otherwise,
        or
        the application to be made by the Assignee of any amounts to be paid to the
        Assignee.  The sole signature of the Assignee shall be sufficient for
        the exercise of any rights under the Policy assigned hereby and the sole
        receipt
        of the Assignee for any sums received shall be a full discharge and release
        therefor to the Insurer.  Checks for all or any part of the sums
        payable under the Policy and assigned herein, shall be drawn to the exclusive
        order of the Assignee if, when, and in such amounts as may be required by
        the
        Assignee.

      


      G.           The
        Assignee shall be under no obligation to pay any premium, or the principal
        of or
        interest on any loans or advances on the Policy whether or not obtained by
        the
        Assignee, or any other charges on the Policy, but any such amounts so paid
        by
        the Assignee from its own funds, shall become a part of the Liabilities hereby
        secured, shall be due immediately, and shall draw interest at a rate fixed
        by
        the Assignee from time to time not exceeding the maximum allowed by
        law.

      


      H.           The
        exercise of any right, option, privilege or power given herein to the Assignee
        shall be at the option of the Assignee, but (except as restricted by Paragraph
        E(2) above) the Assignee may exercise any such right, option, privilege or
        power
        without notice to, or assent by, or affecting the liability of, or releasing
        any
        interest hereby assigned by the undersigned, or any of them.

      


      I.           The
        Assignee may take or release other security, may release any party primarily
        or
        secondarily liable for any of the Liabilities, may grant extensions, renewals
        or
        indulgences with respect to the Liabilities, or may apply to the Liabilities
        in
        such order as the Assignee shall determine, the proceeds of the Policy hereby
        assigned or any amount received on account of the Policy by the exercise
        of any
        right permitted under this Assignment, without resorting to other
        security.

      


      J.           In
        the event of any conflict between the provisions of this Assignment and
        provisions of the note or other evidence of any Liability, with respect to
        the
        Policy or rights of collateral security therein, the provisions of this
        Assignment shall prevail.

      


      K.           Each
        of the undersigned declares that no proceedings in bankruptcy are pending
        against him and that his property is not subject to any assignment for the
        benefit of creditors.

      

 

      [Signature
        Page Follows]

      


      
        	
                WITNESSES:

                 

                ______________________________

                 

                ______________________________

                 

                ______________________________

              	 	
                SIGNATURES:

                 

                ____________________________________

                OWNER

                 

                ____________________________________

                OWNER

                 

                ____________________________________

                BENEFICIARY

                 

                ____________________________________

                BENEFICIARY

                 

              
	 	 	 


      

      


      ACKNOWLEDGEMENT

      


      STATE
        OF                                                                 )

      )
        ss.

      COUNTY
        OF
        ________________                                                                           )

      


      The
        foregoing instrument was acknowledged before me this ______ day of November,
        2007, by ________________________________________.

      


      My
        Commission Expires:

      ____________________________________

      Notary
        Public