Assignment of Life Insurance Policy As Collateral

ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL


A. FOR VALUE RECEIVED the undersigned hereby assigns, transfers and sets over
to Republic Acceptance Corporation of Minneapolis, Minnesota, its
successors and assigns (herein called the "Assignee"), Policy No. 8555342
issued by New England Mutual Life Insurance Company (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 Gary R. Billings, a/k/a Joe Billings., c/o XYZ Group, Inc., 12221
West Feerick Street, Wauwatose, WI 53222-2117 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 the Insurer may
have 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 shares 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. The 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, eith ...