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                                                                    EXHIBIT 10.2

                                PLEDGE AGREEMENT


      THIS PLEDGE AGREEMENT, dated as of July 30, 2004, is made and given by
RTW, INC., a corporation organized under the laws of the State of Minnesota (the
"Pledgor") to U.S. BANK NATIONAL ASSOCIATION, a national banking association
(the "Secured Party").

                                    RECITALS

      A.    The Pledgor and the Bank entered into a Letter of Credit
Reimbursement Agreement (the "Reimbursement Agreement") dated concurrently
herewith under which the Secured Party has issued a standby letter of credit in
the amount of $4,050,000 in favor of Hartford Fire Insurance Company for the
account of the Pledgor.

      B.    The Pledgor is the owner of the shares (the "Pledged Shares") of
stock described in Schedule I hereto issued by the corporation named therein.

      C.    It is a condition precedent to the obligation of the Secured Party
to extend credit accommodations pursuant to the terms of the Reimbursement
Agreement that this Agreement be executed and delivered by the Pledgor.

      D.    The Pledgor finds it advantageous, desirable and in the best
interests of the Pledgor to comply with the requirement that this Agreement be
executed and delivered to the Secured Party.

      NOW, THEREFORE, in consideration of the premises and in order to induce
the Secured Party to enter into the Reimbursement Agreement and to extend credit
accommodations to the Pledgor thereunder, the Pledgor hereby agrees with the
Secured Party as follows:

      Section 1. Defined Terms.

            1.1   As used in this Agreement, the following terms shall have the
      meanings indicated:

            "Collateral" shall have the meaning given to such term in Section 2.

            "Event of Default" shall have the meaning given to such term in
      Section 11.

            "Lien" shall mean any security interest, mortgage, pledge, lien,
      charge, encumbrance, title retention agreement or analogous instrument or
      device (including the interest of the lessors under capitalized leases),
      in, of or on any assets or properties of the Person referred to.

            "Obligations" shall mean (a) all indebtedness, liabilities and
      obligations of the Pledgor to the Secured Party of every kind, nature or
      description under the Reimbursement Agreement or under any Related
      Document (as defined in the Reimbursement Agreement) and any letter of
      credit issued under the Reimbursement
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      Agreement, (b) all liabilities of the Pledgor under this Agreement, (c)
      any and all other liabilities and obligations of the Pledgor to the
      Secured Party of every kind, nature and description, whether direct or
      indirect or hereafter acquired by the Secured Party from any Person,
      absolute or contingent, regardless of how such liabilities arise or by
      what agreement or instrument they may be evidenced, and in all of the
      foregoing cases whether due or to become due, and whether now existing or
      hereafter arising or incurred.

            "Person" shall mean any individual, corporation, partnership,
      limited partnership, limited liability company, joint venture, firm,
      association, trust, unincorporated organization, government or
      governmental agency or political subdivision or any other entity, whether
      acting in an individual, fiduciary or other capacity.

            "Pledged Shares" shall have the meaning given to such term in
      Recital B above.

            "Security Interest" shall have the meaning given to such term in
      Section 2.

            1.2   Terms Defined in Uniform Commercial Code. All other terms used
      in this Agreement that are not specifically defined herein or the
      definitions of which are not incorporated herein by reference shall have
      the meaning assigned to such terms in the Article 9 of the Uniform
      Commercial Code in effect in the State of Minnesota as of the date first
      above written to the extent such other terms are defined therein.

            1.3   Singular/Plural, etc. Unless the context of this Agreement
      otherwise clearly requires, references to the plural include the singular,
      the singular, the plural and "or" has the inclusive meaning represented by
      the phrase "and/or." The words "include," "includes" and "including" shall
      be deemed to be followed by the phrase "without limitation." The words
      "hereof," "herein," "hereunder," and similar terms in this Agreement refer
      to this Agreement as a whole and not to any particular provision of this
      Agreement. References to Sections are references to Sections in this
      Pledge Agreement unless otherwise provided.

      Section 2. Pledge. As security for the payment and performance of all of
the Obligations, the Pledgor hereby pledges to the Secured Party and grants to
the Secured Party, a security interest (the "Security Interest") in the
following (the "Collateral"):

            2.1   The Pledged Shares and the certificates representing the
      Pledged Shares, and all dividends, cash, instruments and other property
      from time to time received, receivable or otherwise distributed in respect
      of or in exchange for any or all of the Pledged Shares.

            2.2   All additional shares of stock of any issuer of the Pledged
      Shares from time to time acquired by the Pledgor in any manner and the
      certificates representing such additional shares, and all dividends, cash,
      instruments and other property from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of such
      shares.

            2.3   All proceeds of any and all of the foregoing (including
      proceeds that constitute property of types described above).

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      Section 3. Delivery of Collateral. All certificates and instruments
representing or evidencing the Pledged Shares shall be delivered to the Secured
Party contemporaneously with the execution of this Agreement. All certificates
and instruments representing or evidencing Collateral received by the Pledgor
after the execution of this Agreement shall be delivered to the Secured Party
promptly upon the Pledgor's receipt thereof. All such certificates and
instruments shall be held by or on behalf of the Secured Party pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. The Secured Party shall have the
right at any time after an Event of Default, to cause any or all of the
Collateral to be transferred of record into the name of the Secured Party (but
subject to the rights of the Pledgor under Section 6) and to exchange
certificates representing or evidencing Collateral for certificates of smaller
or larger denominations.

      Section 4. Certain Warranties and Covenants. The Pledgor makes the
following warranties and covenants:

            4.1   The Pledgor has title to the Pledged Shares and will have
      title to each other item of Collateral hereafter acquired, free of all
      Liens except the Security Interest.

            4.2   The Pledgor has full power and authority to execute this
      Pledge Agreement, to perform the Pledgor's obligations hereunder and to
      subject the Collateral to the Security Interest created hereby.

            4.3   No financing statement covering all or any part of the
      Collateral is on file in any public office (except for any financing
      statements filed by the Secured Party).

            4.4   The Pledged Shares have been duly authorized and validly
      issued by the issuer thereof and are fully paid and non-assessable. The
      certificates representing the Pledged Shares are not subject to any offset
      or similar right or claim of the issuers thereof.

            4.5   The Pledged Shares constitute the percentage of the issued and
      outstanding shares of stock of the respective issuers thereof indicated on
      Schedule I (if any such percentage is so indicated).

      Section 5. Further Assurances. The Pledgor agrees that at any time and
from time to time, at the expense of the Pledgor, the Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or that the Secured Party may reasonably request,
in order to perfect and protect the Security Interest or to enable the Secured
Party to exercise and enforce its rights and remedies hereunder with respect to
any Collateral (but any failure to request or assure that the Pledgor execute
and deliver such instruments or documents or to take such action shall not
affect or impair the validity, sufficiency or enforceability of this Agreement
and the Security Interest, regardless of whether any such item was or was not
executed and delivered or action taken in a similar context or on a prior
occasion).

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      Section 6. Voting Rights; Dividends; etc.

            6.1   Subject to Section 6.4, the Pledgor shall be entitled to
      exercise or refrain from exercising any and all voting and other
      consensual rights pertaining to the Pledged Shares or any other stock that
      becomes part of the Collateral or any part thereof for any purpose not
      inconsistent with the terms of this Agreement or the Reimbursement
      Agreement; provided, however, that the Pledgor shall not exercise or
      refrain from exercising any such right if such action could reasonably be
      expected to have a material adverse effect on the value of the Collateral
      or any material part thereof.

            6.2   Subject to Section 6.5, the Pledgor shall be entitled to
      receive, retain, and use in any manner not prohibited by the Reimbursement
      Agreement any and all dividends paid in respect of the Collateral;
      provided, however, that any and all

                  (a)   dividends paid or payable other than in cash in respect
      of, and instruments and other property received, receivable or otherwise
      distributed in respect of, or in exchange for, any Collateral,

                  (b)   dividends and other distributions paid or payable in
      cash in respect of any Collateral in connection with a partial or total
      liquidation or dissolution or in connection with a reduction of capital,
      capital surplus or paid-in-surplus, and

                  (c)   cash paid, payable or otherwise distributed in
      redemption of, or in exchange for, any Collateral,

      shall be, and shall be forthwith delivered to the Secured Party to hold as
      Collateral and shall, if received by the Pledgor, be received in trust for
      the benefit of the Secured Party, be segregated from the other property or
      funds of the Pledgor, and be forthwith delivered to the Secured Party as
      Collateral in the same form as so received (with any necessary indorsement
      or assignment). The Pledgor shall, upon request by the Secured Party,
      promptly execute all such documents and do all such acts as may be
      necessary or desirable to give effect to the provisions of this Section
      6.2.

            6.3   The Secured Party shall execute and deliver (or cause to be
      executed and delivered) to the Pledgor all such proxies and other
      instruments as the Pledgor may reasonably request for the purpose of
      enabling the Pledgor to exercise the voting and other rights that it is
      entitled to exercise pursuant to Section 6.1 hereof and to receive the
      dividends that it is authorized to receive and retain pursuant to Section
      6.2 hereof.

            6.4   Upon the occurrence and during the continuance of any Event of
      Default, the Secured Party shall have the right in its sole discretion,
      and the Pledgor shall execute and deliver all such proxies and other
      instruments as may be necessary or appropriate to give effect to such
      right, to terminate all rights of the Pledgor to exercise or refrain from
      exercising the voting and other consensual rights that it would otherwise
      be entitled to exercise pursuant to Section 6.1 hereof, and all such
      rights shall thereupon become vested in the Secured Party who shall
      thereupon have the sole right to exercise or refrain from exercising such
      voting and other consensual rights; provided, however, that the Secured
      Party shall not be deemed to possess or have control over any voting
      rights with respect

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      to any Collateral unless and until the Secured Party has given written
      notice to the Pledgor that any further exercise of such voting rights by
      the Pledgor is prohibited and that the Secured Party and/or its assigns
      will henceforth exercise such voting rights; and provided, further, that
      neither the registration of any item of Collateral in the Secured Party's
      name nor the exercise of any voting rights with respect thereto shall be
      deemed to constitute a retention by the Secured Party of any such
      Collateral in satisfaction of the Obligations or any part thereof.

            6.5   Upon the occurrence and during the continuance of any Event of
      Default:

                  (a)   all rights of the Pledgor to receive the dividends that
          it would otherwise be authorized to receive and retain pursuant to
          Section 6.2 hereof shall cease, and all such rights shall thereupon
          become vested in the Secured Party, who shall thereupon have the sole
          right to receive and hold such dividends as Collateral, and

                  (b)   all payments of dividends that are received by the
          Pledgor contrary to the provisions of paragraph (a) of this Section
          6.5 shall be received in trust for the benefit of the Secured Party,
          shall be segregated from other funds of the Pledgor and shall be
          forthwith paid over to the Secured Party as Collateral in the same
          form as so received (with any necessary indorsement).

      Section 7. Transfers and Other Liens; Additional Shares.

            7.1   Except as may be permitted by the Reimbursement Agreement, the
      Pledgor agrees that it will not (i) sell, assign (by operation of law or
      otherwise) or otherwise dispose of, or grant any option with respect to,
      any of the Collateral, or (ii) create or permit to exist any Lien, upon or
      with respect to any of the Collateral.

            7.2   The Pledgor agrees that it will (i) cause each issuer of the
      Pledged Shares that it controls not to issue any stock or other securities
      in addition to or in substitution for the Pledged Shares issued by such
      issuer, except to the Pledgor, and (ii) pledge hereunder, immediately upon
      its acquisition (directly or indirectly) thereof, any and all additional
      shares of stock or other securities of each issuer of the Pledged Shares.

      Section 8. Secured Party Appointed Attorney-in-Fact. As additional
security for the Obligations, the Pledgor hereby appoints the Secured Party the
Pledgor's attorney-in-fact, with full authority in the place and stead of such
Pledgor and in the name of such Pledgor or otherwise, from time to time in the
Secured Party's good-faith discretion, to take any action and to execute any
instrument that the Secured Party may reasonably believe necessary or advisable
to accomplish the purposes of this Agreement (subject to the rights of the
Pledgor under Section 6 hereof), in a manner consistent with the terms hereof,
including, without limitation, to receive, indorse and collect all instruments
made payable to the Pledgor representing any dividend or other distribution in
respect of the Collateral or any part thereof and to give full discharge for the
same.

      Section 9. Secured Party May Perform. The Pledgor hereby authorizes the
Secured Party to file financing statements with respect to the Collateral. The
Borrower irrevocably

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waives any right to notice of any such filing. If the Pledgor fails to perform
any agreement contained herein, the Secured Party may itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Secured Party
incurred in connection therewith shall be payable by the Pledgor under Section
14 hereof.

      Section 10. The Secured Party's Duties. The powers conferred on the
Secured Party hereunder are solely to protect its interest in the Collateral and
shall not impose any duty upon it to exercise any such powers. The Secured Party
shall be deemed to have exercised reasonable care in the safekeeping of any
Collateral in its possession if such Collateral is accorded treatment
substantially equal to the safekeeping which the Secured Party accords its own
property of like kind. Except for the safekeeping of any Collateral in its
possession and the accounting for monies and for other properties actually
received by it hereunder, the Secured Party shall have no duty, as to any
Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Secured Party has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights
against any Persons or any other rights pertaining to any Collateral. The
Secured Party will take action in the nature of exchanges, conversions,
redemption, tenders and the like requested in writing by the Pledgor with
respect to any of the Collateral in the Secured Party's possession if the
Secured Party in its reasonable judgment determines that such action will not
impair the Security Interest or the value of the Collateral, but a failure of
the Secured Party to comply with any such request shall not of itself be deemed
a failure to exercise reasonable care.

      Section 11. Default. Each of the following occurrences shall constitute an
Event of Default under this Agreement: (a) the Pledgor shall fail to observe or
perform any covenant or agreement applicable to the Pledgor under this
Agreement; or (b) any representation or warranty made by the Pledgor in this
Agreement or in any financial statements, reports or certificates heretofore or
at any time hereafter submitted by or on behalf of the Pledgor to the Secured
Party shall prove to have been false or materially misleading when made; or (c)
any default or event of default (however denominated or described) shall occur
under the Reimbursement Agreement.

      Section 12. Remedies upon Default. If any Event of Default shall have
occurred and be continuing:

            12.1  The Secured Party may exercise in respect of the Collateral,
      in addition to other rights and remedies provided for herein or otherwise
      available to it, all the rights and remedies of a secured party on default
      under Article 9 the Uniform Commercial Code as adopted in the State of
      Minnesota (the "Code") in effect at that time, and may, without notice
      except as specified below, sell the Collateral or any part thereof in one
      or more parcels at public or private sale, at any exchange, broker's board
      or at any of the Secured Party's offices or elsewhere, for cash, on credit
      or for future delivery, and upon such other terms as the Secured Party may
      reasonably believe are commercially reasonable. The Pledgor agrees that,
      to the extent notice of sale shall be required by law, at least ten days'
      prior notice to the Pledgor of the time and place of any public sale or
      the time after which any private sale is to be made shall constitute
      reasonable notification. The Secured Party shall not be obligated to make
      any sale of Collateral regardless of notice of sale having been given. The
      Secured Party may adjourn any public or private sale from time

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      to time by announcement at the time and place fixed therefor, and such
      sale may, without further notice, be made at the time and place to which
      it was so adjourned. The Pledgor hereby waives all requirements of law, if
      any, relating to the marshalling of assets which would be applicable in
      connection with the enforcement by the Secured Party of its remedies
      hereunder, absent this waiver. The Secured Party may disclaim warranties
      of title and possession and the like.

            12.2  The Secured Party may notify any Person obligated on any of
      the Collateral that the same has been assigned or transferred to the
      Secured Party and that the same should be performed as requested by, or
      paid directly to, the Secured Party, as the case may be. The Pledgor shall
      join in giving such notice, if the Secured Party so requests. The Secured
      Party may, in the Secured Party's name or in the Pledgor's name, demand,
      sue for, collect or receive any money or property at any time payable or
      receivable on account of, or securing, any such Collateral or grant any
      extension to, make any compromise or settlement with or otherwise agree to
      waive, modify, amend or change the obligation of any such Person.

            12.3  Any cash held by the Secured Party as Collateral and all cash
      proceeds received by the Secured Party in respect of any sale of,
      collection from, or other realization upon all or any part of the
      Collateral may, in the discretion of the Secured Party, be held by the
      Secured Party as collateral for, or then or at any time thereafter be
      applied in whole or in part by the Secured Party against, all or any part
      of the Obligations (including any expenses of the Secured Party payable
      pursuant to Section 14 hereof).

      Section 13. Waiver of Certain Claims. The Pledgor acknowledges that
because of present or future circumstances, a question may arise under the
Securities Act of 1933, as from time to time amended (the "Securities Act"),
with respect to any disposition of the Collateral permitted hereunder. The
Pledgor understands that compliance with the Securities Act may very strictly
limit the course of conduct of the Secured Party if the Secured Party were to
attempt to dispose of all or any portion of the Collateral and may also limit
the extent to which or the manner in which any subsequent transferee of the
Collateral or any portion thereof may dispose of the same. There may be other
legal restrictions or limitations affecting the Secured Party in any attempt to
dispose of all or any portion of the Collateral under the applicable Blue Sky or
other securities laws or similar laws analogous in purpose or effect. The
Secured Party may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Collateral for their own account for investment only and not to
engage in a distribution or resale thereof. The Pledgor agrees that the Secured
Party shall not incur any liability, and any liability of the Pledgor for any
deficiency shall not be impaired, as a result of the sale of the Collateral or
any portion thereof at any such private sale in a manner that the Secured Party
reasonably believes is commercially reasonable (within the meaning of Section
9-627 of the Uniform Commercial Code). The Pledgor hereby waives any claims
against the Secured Party arising by reason of the fact that the price at which
the Collateral may have been sold at such sale was less than the price that
might have been obtained at a public sale or was less than the aggregate amount
of the Obligations, even if the Secured Party shall accept the first offer
received and does not offer any portion of the Collateral to more than one
possible purchaser. The Pledgor further agrees that the Secured Party has no
obligation to delay sale of any Collateral for the period of time necessary to
permit the issuer of

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such Collateral to qualify or register such Collateral for public sale under the
Securities Act, applicable Blue Sky laws and other applicable state and federal
securities laws, even if said issuer would agree to do so. Without limiting the
generality of the foregoing, the provisions of this Section would apply if, for
example, the Secured Party were to place all or any portion of the Collateral
for private placement by an investment banking firm, or if such investment
banking firm purchased all or any portion of the Collateral for its own account,
or if the Secured Party placed all or any portion of the Collateral privately
with a purchaser or purchasers.

      Section 14. Costs and Expenses, Indemnity. The Pledgor will pay or
reimburse the Secured Party on demand for all out-of-pocket expenses (including
in each case all filing and recording fees and taxes and all reasonable fees and
expenses of outside counsel to the Secured Party (determined on the basis of
such counsel's generally applicable rates, which may be higher than the rates
such counsel charges the Secured Party in certain matter), the allocated costs
of in-house counsel incurred from time to time and of any experts and agents)
incurred by the Secured Party or any Secured Party in connection with the
creation, perfection, protection, satisfaction, foreclosure or enforcement of
the Security Interest and the preparation, administration, continuance,
amendment or enforcement of this Agreement and the Reimbursement Agreement, and
all such costs and expenses shall be part of the Obligations secured by the
Security Interest. The Pledgor shall indemnify and hold each Secured Party and
the Secured Party harmless from and against any and all claims, losses and
liabilities (including reasonable attorneys' fees) growing out of or resulting
from this Agreement or the Reimbursement Agreement (including enforcement of
this Agreement) or the Secured Party's actions pursuant hereto and thereto,
except claims, losses or liabilities resulting from the Secured Party's gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction. Any liability of the Pledgor to indemnify and hold any
Secured Party and the Secured Party harmless pursuant to the preceding sentence
shall be part of the Obligations secured by the Security Interest. The
obligations of the Pledgor under this Section shall survive any termination of
this Agreement.

      Section 15. Waivers and Amendments; Remedies. This Agreement can be
waived, modified, amended, terminated or discharged, and the Security Interest
can be released, only explicitly in a writing signed by the Secured Party. A
waiver so signed shall be effective only in the specific instance and for the
specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any rights and remedies available to the Secured
Party. All rights and remedies of the Secured Party shall be cumulative and may
be exercised singly in any order or sequence, or concurrently, at the Secured
Party's option, and the exercise or enforcement of any such right or remedy
shall neither be a condition to nor bar the exercise or enforcement of any
other.

      Section 16. Notices. Any notice or other communication to any party in
connection with this Agreement shall be in writing and shall be sent by manual
delivery, telegram, telex, facsimile transmission, overnight courier or United
States mail (postage prepaid) addressed to such party at the address specified
on the signature page hereof, or at such other address as such party shall have
specified to the other party hereto in writing. All periods of notice shall be
measured from the date of delivery thereof if manually delivered, from the date
of sending thereof if sent by telegram, telex or facsimile transmission, from
the first business day after the date of sending if sent by overnight courier,
or from four days after the date of mailing if mailed.

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      Section 17. Pledgor Acknowledgments. The Pledgor hereby acknowledges that
(a) the Pledgor has been advised by counsel in the negotiation, execution and
delivery of this Agreement, (b) the Secured Party has no fiduciary relationship
to the Pledgor, the relationship being solely that of debtor and creditor, and
(c) no joint venture exists between the Pledgor and the Secured Party.

      Section 18. Continuing Security Interest; Assignments under Reimbursement
Agreement. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment in
full of the Obligations and the expiration of the obligation, if any, of the
Secured Party to extend credit accommodations to the Pledgor, (b) be binding
upon the Pledgor, its successors and assigns, and (c) inure, together with the
rights and remedies of the Secured Party hereunder, to the benefit of, and be
enforceable by, the Secured Party and its successors, transferees and assigns.
Without limiting the generality of the foregoing clause (c), the Secured Party
may assign or otherwise transfer all or any portion of its rights and
obligations under the Reimbursement Agreement to any other Person to the extent
and in the manner provided in the Reimbursement Agreement, and may similarly
transfer all or any portion of its rights under this Pledge Agreement to such
Persons.

      Section 19. Termination of Security Interest. Upon payment in full of the
Obligations and the expiration of any obligation of the Secured Party to extend
credit accommodations to the Pledgor, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the Pledgor. Upon any
such termination, the Secured Party will return to the Pledgor such of the
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof and execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request to evidence such termination. Any reversion or
return of the Collateral upon termination of this Agreement and any instruments
of transfer or termination shall be at the expense of the Pledgor and shall be
without warranty by, or recourse on, the Secured Party. As used in this Section,
"Pledgor" includes any assigns of Pledgor, any Person holding a subordinate
security interest in any part of the Collateral or whoever else may be lawfully
entitled to any part of the Collateral.

      Section 20. GOVERNING LAW AND CONSTRUCTION. THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
MINNESOTA; PROVIDED, HOWEVER, THAT NO EFFECT SHALL BE GIVEN TO CONFLICT OF LAWS
PRINCIPLES OF THE STATE OF MINNESOTA, EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each
provision of this Agreement and any other statement, instrument or transaction
contemplated hereby or relating hereto shall be interpreted in such manner as to
be effective and valid under such applicable law, but, if any provision of this
Agreement or any other statement, instrument or transaction contemplated hereby
or relating hereto shall be held to be prohibited or invalid under such
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of

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this Agreement or any other statement, instrument or transaction contemplated
hereby or relating hereto.

      Section 21. CONSENT TO JURISDICTION. AT THE OPTION OF THE SECURED PARTY,
THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT
SITTING IN HENNEPIN COUNTY OR RAMSEY COUNTY; AND THE PLEDGOR CONSENTS TO THE
JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN
SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE PLEDGOR COMMENCES ANY ACTION IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY
OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY
AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.

      Section 22. WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE SECURED
PARTY, BY ITS ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      Section 23. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

      Section 24. General. All representations and warranties contained in this
Agreement or in any other agreement between the Pledgor and the Secured Party
shall survive the execution, delivery and performance of this Agreement and the
creation and payment of the Obligations. The Pledgor waives notice of the
acceptance of this Agreement by the Secured Party. Captions in this Agreement
are for reference and convenience only and shall not affect the interpretation
or meaning of any provision of this Agreement.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       10
<PAGE>

      IN WITNESS WHEREOF, the Pledgor has caused this Pledge Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.

                                              PLEDGOR:

                                              RTW, INC.

                                              By /s/ Alfred L. LaTendresse
                                                 ------------------------------

                                              Title Executive Vice President
                                                    and Chief Financial Officer
                                                    ---------------------------
Address for Pledgor:
8500 Normandale Lake Blvd.
Bloomington, MN 55437
Fax Number: (612)893-3700

Address for Secured Party:
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attn: Christine Geer

                      [Signature Page to Pledge Agreement]

                                     S - 1
<PAGE>

                                   SCHEDULE I

                                 PLEDGED STOCK

Stock Issuer:             American Compensation Insurance Company

Percentage Ownership:     100%

Class of Stock:           Common

Certificate No(s).:       1 and 3

Number of Shares:         1,000,000