BE VOTED, OR PROXIES TO BE
EXECUTED IN RESPECT THEREOF, IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT (INCLUDING ANY REVISED OR AMENDED MERGER AGREEMENT THAT HAS BEEN
AGREED TO BY THE BOARD OF DIRECTORS OF THE COMPANY) AND THE MERGER, AND ANY
ACTION REQUIRED IN FURTHERANCE THEREOF AND (III) VOTE, OR EXECUTE PROXIES IN
RESPECT OF, HIS OR HER SHARES, OR CAUSE HIS OR HER SHARES TO BE VOTED, OR
PROXIES TO BE EXECUTED IN RESPECT THEREOF, AGAINST (A) ANY AGREEMENT OR
TRANSACTION RELATING TO ANY COMPANY TAKEOVER PROPOSAL (OTHER THAN AS PROPOSED BY
PURCHASER OR MERGER SUB) OR (B) ANY AMENDMENT OF THE COMPANY'S ARTICLES OF
INCORPORATION OR BYLAWS OR OTHER PROPOSAL, ACTION OR TRANSACTION INVOLVING THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OF ITS SHAREHOLDERS, WHICH AMENDMENT
OR OTHER PROPOSAL, ACTION OR TRANSACTION COULD REASONABLY BE EXPECTED TO PREVENT
OR MATERIALLY IMPEDE OR DELAY THE CONSUMMATION OF THE OFFER OR MERGER OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR TO DEPRIVE
PURCHASER OF ANY MATERIAL PORTION OF THE BENEFITS ANTICIPATED BY PURCHASER TO BE
RECEIVED FROM THE CONSUMMATION OF THE MERGER OR THE OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR CHANGE IN ANY MANNER THE RIGHTS OF THE COMMON
STOCK PRESENTED TO THE SHAREHOLDERS OF THE COMPANY (REGARDLESS OF ANY
RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY) OR IN RESPECT OF WHICH
VOTE OR PROXY OF THE SHAREHOLDER IS REQUESTED OR SOUGHT, UNLESS SUCH TRANSACTION
HAS BEEN APPROVED IN ADVANCE BY PURCHASER OR MERGER SUB.
(B)
SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 10 HEREOF AND AS SECURITY
FOR THE SHAREHOLDERS' OBLIGATIONS UNDER SECTION 6(A), IF AND TO THE EXTENT THE
SHARES ARE NOT VALIDLY TENDERED IN THE OFFER PURSUANT TO THE TERMS OF SECTION 3
HEREOF, EACH OF THE SHAREHOLDERS HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
PURCHASER, GLEN KASSAN, JAMES TAYLOR AND ITS OR HIS DESIGNEES AS ITS OR HIS
ATTORNEY AND PROXY IN ACCORDANCE WITH THE MINNESOTA BUSINESS CORPORATION ACT
(THE "MBCA"), WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO CAUSE THE
SHAREHOLDER'S SHARES TO BE COUNTED AS PRESENT AT ANY COMPANY SHAREHOLDERS
MEETINGS, TO VOTE
6
HIS OR ITS SHARES AT ANY COMPANY SHAREHOLDERS MEETING, HOWEVER CALLED, AND TO
EXECUTE CONSENTS IN RESPECT OF HIS OR ITS SHARES AS AND TO THE EXTENT PROVIDED
IN SECTION 6(A).
(C)
NOTWITHSTANDING THE FOREGOING, AT NO TIME AND IN NO EVENT SHALL THE SHARES
RESTRICTED PURSUANT TO THIS SECTION 6 EXCEED THE MAXIMUM RESTRICTED AMOUNT.
IN
THE EVENT THAT THE NUMBER OF SHARES SUBJECT TO THIS SECTION 6 EXCEEDS THE
MAXIMUM RESTRICTED AMOUNT, THEN THE AFOREMENTIONED ATTORNEY AND PROXY SHALL
RELEASE THE EXCESS SHARES FROM THE RESTRICTIONS OF THIS SECTION 6.
THE ATTORNEY
AND PROXY SHALL DETERMINE, IN THEIR SOLE AND ABSOLUTE DISCRETION, WHICH SHARES
SHALL BE RELEASED AND, UPON SUCH DETERMINATION SHALL NOTIFY HOLDERS OF RELEASED
SHARES.
UPON SUCH RELEASE, SUCH SHAREHOLDERS SHALL BE ENTITLED TO VOTE SUCH
SHARES OR TO DIRECT THE ATTORNEY AND