Certificate and Confirmatory Assignment

Invoices numbered _________ through _________, in the aggregate amount of $_____.

Pursuant to the provisions of section _________ of the security agreement [accounts receivable, bulk plan] now in effect between the undersigned borrower and _________ Bank (the "bank") and in order to induce the bank to make or extend loans to the undersigned as provided in the security agreement, the undersigned certifies and represents and warrants to the bank that the accounts receivable listed in the schedule attached to this document and evidenced by invoices numbered as set forth above have arisen since the date of the last certificate and confirmatory assignment delivered by the undersigned to the bank pursuant to the agreement and are now in existence. The undersigned further certifies and represents and warrants that each account receivable is a valid account receivable (as defined in section _________ of the agreement) representing an existing, undisputed indebtedness incurred by the account debtor named for goods previously delivered or shipped to, or for services previously performed for, the account debtor in accordance with the account debtor's orders or specifications.

The undersigned pledges, assigns and transfers to the bank, and grants to the bank a security interest in, and confirms to the bank the security interest previously by the provisions of the agreement granted to the bank in, all accounts receivable (as defined) of the borrower, whether now existing or arising in the future, including without limitation the accounts receivable listed in the schedule attached to this document, all guaranties and securities for the accounts receivable, all right, title and interest of the undersigned in the goods which have given rise to accounts receivable, including the right of stoppage in transit, and in the proceeds of any of the above.

The undersigned confirms to the bank, with respect to each and all accounts receivable, all of the covenants, terms, provisions and definitions contained in the agreement, all of which covenants, terms, provisions and definitions are expressly incorporated in this document by reference.

[Date]

_________[Borrower]

By _________[Authorized signature]

[Attach schedule of accounts receivable]