-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4facdxA+ilFXX7httPv19CjSi2vZwxpGE8oHWAcLUm/usqPuFHBegUwzqTjG5bQ xKkRrF5vIZgWWexHDkkq4Q== 0000897101-06-000408.txt : 20060222 0000897101-06-000408.hdr.sgml : 20060222 20060222123208 ACCESSION NUMBER: 0000897101-06-000408 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GORDER MARK STEPHEN CENTRAL INDEX KEY: 0000941528 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6126369770 MAIL ADDRESS: STREET 1: 1260 RED FOX RD CITY: ARDEN HILLS STATE: MN ZIP: 55112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRICON CORP CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32555 FILM NUMBER: 06635314 BUSINESS ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 BUSINESS PHONE: 6516369770 MAIL ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: SELAS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 SC 13D/A 1 intricon060752_13da.htm SCHEDULE 13D/A-2 DATED: NOVEMBER 14, 2003 IntriCon Corporation Schedule 13D/A-2, Dated: November 14, 2003

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

IntriCon Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

46121H 10 9
(CUSIP Number)

William J. Cosgriff
Doherty, Rumble & Butler Professional Association
2800 MN World Trade Center
St. Paul, MN 55101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 14, 2003
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.

CUSIP No. 46121H 10 9

Schedule 13D

Page 2 of 21

1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Mark Stephen Gorder
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO, PF
5.	Check if Disclosure of legal Proceedings is Required Pursuant to Items 2(d) OR 2(e) o
6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 402,850⁽¹⁾
	8.	Shared Voting Power 0
	9.	Sole Dispositive Power 402,850⁽¹⁾
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7.7%⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.7%⁽¹⁾
14.	Type of Reporting Person (See Instructions) IN

_________________

¹ See Item 5 herein.

Item 1. Security and Issuer.

This statement relates to the common stock (“Common Stock”) of IntriCon Corporation, a Pennsylvania corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1260 Red Fox Road, Arden Hills, MN 55112.

This Amendment No. 2 to Schedule 13D is being filed to report certain material changes to the information provided in Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 13, 1995. The Schedule 13D is amended and restated in its entirety below.

Item 2. Identity and Background.

(a) This statement is being filed by Mark S. Gorder.

(b) The business address for Mr. Gorder is 1260 Red Fox Road, Arden Hills, MN 55112.

(c) Mr. Gorder is Chief Executive Officer and Director of the Issuer. The Issuer designs, develops, manufactures and distributes miniature and microminiature medical and electronic products. The Issuer is focused on four key markets: medical, hearing health, professional audio and communications, and electronics. The Issuer has facilities in the United States, Asia and Europe.

(d) During the last five years, Mr. Gorder has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) During the last five years, Mr. Gorder has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Gorder is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Mr. Gorder acquired certain shares of Common Stock through open market purchases with his personal funds. Mr. Gorder also acquired Common Stock as consideration for relinquishing his right to $2,303,250 in cash to which he otherwise would have been entitled in respect of a portion of the common shares, $.10 par value per share, of Resistance Technology, Inc., a Minnesota corporation (“RTI”), that were owned by Mr. Gorder and were transferred by Mr. Gorder to the Issuer pursuant to a Stock Purchase and Sale Agreement dated September 27, 1993 (the “Stock Purchase Agreement”) among the Issuer, RTI and all the shareholders of RTI whereby the Issuer acquired all of the issued and outstanding capital stock of RTI. Mr. Gorder, as Chief Executive Officer of the Issuer, was also granted options to purchase shares of Common Stock.

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Item 4. Purpose of Transaction.

Mr. Gorder acquired the Common Stock for investment purposes. Mr. Gorder may acquire or dispose of Common Stock from time to time in the open market or otherwise, subject to market conditions and other factors. As of February 14, 2006, Mr. Gorder was granted options to purchase 85,000 shares of Common Stock, of which options to purchase 80,000 shares of Common Stock are exercisable within 60 days of the date of this statement. From time to time, Mr. Gorder may exercise some or all of such options, depending on, among other things, the market value of the Common Stock as compared to the exercise price of the options relating to the Common Stock. Following any such exercise, Mr. Gorder may dispose of the Common Stock so acquired from time to time in the open market or otherwise, subject to market conditions and other factors.

Mr. Gorder, as the Chief Executive Officer and a director of the Issuer, regularly explores potential actions and transactions which may be advantageous to the Issuer, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, securities or regulatory or reporting obligations of the Issuer.

Except as discussed above, Mr. Gorder does not have any present plans or proposals which relate to or would result in any of the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.

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Item 5. Interest in Securities of the Issuer.⁽²⁾

(a) As of February 14, 2006, Mr. Gorder may be deemed to be the beneficial owner of 322,850 shares of Common Stock and options to purchase 80,000 shares of Common Stock that are exercisable within 60 days of the date of this statement, which represents 7.7% of the Issuer’s outstanding Common Stock.

(b) Mr. Gorder has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition with respect to 322,850 shares of Common Stock and options to purchase 80,000 shares of Common Stock held by Mr. Gorder directly, which are exercisable within 60 days of the date of this statement.

(c) Mr. Gorder has not effected any transaction in shares of Common Stock during the 60 days preceding the date of this statement.

(d) Mr. Gorder has pledged 322,850 shares of Common Stock as described below in Item 6. Other than the rights of the lender with respect to such shares of Common Stock, no person other than Mr. Gorder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock described in Item 5(a) above. The lender is U.S. Bank National Association.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the Consumer Pledge Agreement dated April 30, 2003 (“Consumer Pledge Agreement”) between Mr. Gorder and U.S. Bank National Association, as lender (the “Lender”), Mr. Gorder pledged 322,850 shares of Common Stock as security for a loan Lender made to Mr. Gorder. Prior to default, the Consumer Pledge Agreement does not grant to the Lender the power to vote or to direct the vote of the pledged Common Stock or the power to dispose or direct the disposition of the pledged securities. The Consumer Pledge Agreement is included in this filing as Exhibit 99.2 hereto and the above description is qualified in its entirety by reference to such agreement. In addition to the terms of the Consumer Pledge Agreement described above, the Consumer Pledge Agreement contains other provisions normally found in agreements of this type.

Other than as indicated above and elsewhere in this statement, Mr. Gorder is not a party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, the transfer or voting of any of the Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

_________________

⁽²⁾ The beneficial ownership information and the percentage of Common Stock beneficially owned by Mr. Gorder reported herein are based on the information provided contained in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2005 as filed with the SEC on November 14, 2005. As reported in such report, 5,149,814 shares of the Issuer’s Common Stock were outstanding.

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Item 7. Material to be Filed as Exhibits

99.1 Change in Terms Agreement dated June 8, 2005 between Mr. Gorder and U.S. Bank National Association.

99.2 Consumer Pledge Agreement dated April 30, 2003 between Mr. Gorder and U.S. Bank National Association.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:	February 21, 2006		/s/ Mark S. Gorder
			Name: Mark S. Gorder

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Exhibit Index
to Amendment No. 2 to
Schedule 13D of
Mark Stephen Gorder

Exhibit		Page of Filing
99.1 Change in Terms Agreement dated June 8, 2005 between Mr. Gorder and U.S. Bank National Association.		9 of 21

99.2 Consumer Pledge Agreement dated April 30, 2003 between Mr. Gorder and U.S. Bank National Association.		10 of 21

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EX-99.1 2 intricon060752_ex99-1.htm CHANGE IN TERMS AGREEMENT DATED: JUNE 8, 2005 IntriCon Corporation Exhibit 99.1 to Schedule 13D/A-2, Dated: November 14, 2003

Exhibit 99.1

CHANGE IN TERMS AGREEMENT

Principal $540,800.90	Loan Date 04-30-2003	Maturity 05-15-2006	Loan No. XXXXXX	Call / Coll	Account	Officer XXXX	Initials
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	MARK S. GORDER	Lender:	U.S. BANK NATIONAL ASSOCIATION
	XXXXXXXXXXXX XXXXXXXXXXXX		St. Paul Private Client Group 0002356 101 East 5th St., Suite 1200 St. Paul, MN 55101

Principal Amount: $540,800.90

Initial Rate: 6.000%

Date of Agreement: June 8, 2005

DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated April 30, 2003 executed by Borrower payable to the order of Lender in the original principal amount of $540,800.90, together with any and all amendments, modifications, extensions, renewals or replacements from time to time in writing signed by Lender (the “Note”).

DESCRIPTION OF COLLATERAL. Unless expressly replaced in connection with this Agreement, all documents and agreements securing the Note will continue to secure the Note, as amended, modified, extended, replaced or restated by this Agreement. Whenever any document or agreement refers to the Note, the reference to the Note will now be deemed to refer to the Note, as amended, modified, extended, replaced or restated by this Agreement. Borrower agrees that this Agreement will not be effective until Lender receives all other consents, documents and agreements Lender requires.

DESCRIPTION OF CHANGE IN TERMS. The Note is amended by changing the maturity date to May 15, 2006 (“New Maturity Date”). The final payment, for all outstanding principal and accrued interest not yet paid, will now be due on that New Maturity Date. All other repayment terms of the Note will remain the same.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

PRIOR TO SIGNING THIS AGREEMENT, I READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. I AGREE TO THE TERMS OF THE AGREEMENT.

CHANGE IN TERMS SIGNERS:

x	/s/Mark S. Gorder
	MARK S. GORDER

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EX-99.2 3 intricon060752_ex99-2.htm CONSUMER PLEDGE AGREEMENT DATED: APRIL 30, 2003 IntriCon Corporation Exhibit 99.2 to Schedule 13D/A-2, Dated: November 14, 2003

Exhibit 99.2

CONSUMER PLEDGE AGREEMENT

Principal $540,800.90	Loan Date 04-30-2003	Maturity 05-15-2005	Loan No. XXXXXX	Call / Coll	Account	Officer XXXX	Initials
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	MARK S. GORDER	Lender:	U.S. BANK NATIONAL ASSOCIATION
	XXXXXXXXXXXX XXXXX, MN 56127-6506		St. Paul Private Client Group 0002356 101 East 5th St., Suite 1200 St. Paul, MN 55101

THIS CONSUMER PLEDGE AGREEMENT dated April 30, 2003, is entered into between MARK S GORDER (referred to below as “I”) and U.S. BANK NATIONAL ASSOCIATION (referred to below as “Lender”).

GRANT OF SECURITY INTEREST. To secure the Indebtedness described below (including all obligations under the Note and this Agreement), I grant to Lender a security interest in all of the Property described below. I understand that the following statements set forth my responsibilities, as well as Lender’s rights concerning the Property. I agree as follows:

PROPERTY DESCRIPTION. The word “Property” as used in this Agreement means my present and future rights, title and interest in and to together with any and all present and future additions thereto, substitutions therefore, and replacements thereof, together with any and all present and future certificates and/or instruments evidencing any stock and further together with all Income and Proceeds as described herein.

Account No. XXXXXXXX & XXXXXXXX (and any replacement therefor or renumbering thereof) in the name of Grantor at U.S. Bank National Association, and any successor thereto, and all securities, instruments, financial assets, investment property, and other property held in such account from time to time, all securities entitlements in and to the foregoing, all books and records relating thereto, and proceeds of the foregoing.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

REPRESENTATIONS AND PROMISES WITH RESPECT TO GRANTOR. I represent and promise to Lender that my correct legal name and address is: MARK S. GORDER, XXXXX, MN 56127-6506.

REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and promise to Lender that:

Ownership. I am the lawful owner of the Property. The Property is free of all loans, liens, mortgages, and claims of others except for those I have disclosed to Lender in writing, and which have been accepted by Lender, prior to my signing of this Agreement.

Right to Pledge. I have the full right, power and authority to enter into this Agreement and to grant a security interest in the Property to Lender.

Delivery of Pledged Property. If I am unable to deliver any portion of the Property to Lender at the time this Agreement is signed, or if I should ever withdraw or obtain temporary possession of any of the Property while this Agreement remains in effect, whether under a trust receipt or otherwise, I agree to immediately deliver to Lender such Property or, alternatively, such substitute or replacement Property that may be then satisfactory to Lender.

No Further Transfer. I have not and will not sell, transfer, mortgage, or otherwise dispose of any of my rights in the Property except as allowed in this Agreement.

No Defaults. There are no defaults existing under the Property, and there are no offsets or counterclaims to the same. I will strictly and promptly do everything required of me under all the terms, conditions, promises, and agreements contained in or relating to the Property.

Validity; Binding Effect. This Agreement is binding upon me and my successors and assigns and is legally enforceable in accordance with its terms.

Financing Statements. I authorize Lender to file a UCC-1 financing statement, or alternatively, a copy of this Agreement to perfect Lender’s security interest. At Lender’s request, I additionally agree to sign all other documents that are necessary to perfect, protect, and continue Lender’s security interest in the Property. I will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. I irrevocably appoint Lender as my attorney in fact to execute financing statements and documents of title in my name and to execute all documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If I change my name or address, or the name or address of any person granting a security interest under this Agreement changes, I will promptly notify the Lender of such change.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

LENDER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE PROPERTY. Lender may hold the Property until all Indebtedness has been paid. Thereafter Lender may deliver the Property to me or to any other owner of the Property. Lender will have the following rights in addition to all other rights Lender may have by law:

Maintenance and Protection of Property. Lender may do such things as it thinks necessary or desirable to protect, maintain, insure, store, or care for the Property, including paying of any liens or claims against the Property. This may include such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge me for any cost incurred in so doing. When applicable law provides more than one method of perfection of Lender’s security interest, Lender may choose the method(s) to be used. If the Property consists of stock, bonds or other investment property for which no certificate has been issued, I agree, at Lender’s request, either to request issuance of an appropriate certificate or to give instructions on Lender’s forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records Lender’s security interest in the Property.

Income and Proceeds from the Property. Lender may receive all Income and Proceeds and add it to the Property held by Lender under this Agreement. If I receive any Income and Proceeds from the Property, and if Lender requires me to do so, I immediately will advise Lender. If Lender requests, I will deliver the Income and Proceeds to Lender immediately upon my receipt in the exact form received. Unless permitted by Lender, I will not mix the Income and Proceeds with any of my accounts or other property, and if required by Lender, I will deliver the Income and Proceeds to Lender whether the Income and Proceeds are an addition to, in discharge of, in substitution of, or in exchange for any of the Property.

Application of Cash. Lender, at its option, may apply any cash (whether included in the Property or received as Income or proceeds of a sale of any of the Property) to the payment of part or all of the Indebtedness, whether or not the Indebtedness is then due.

Modifying the Indebtedness. Lender may (a) extend time for payment or other performance, (b) grant a renewal or change, or (c) compromise or release any obligation, with any one or more Borrowers, endorsers, or guarantors of the Indebtedness, as Lender deems advisable, without obtaining my prior written consent. No such act or failure to act will affect Lender’s rights against me or the Property.

All Property Secures Indebtedness. All Property will be security for the Indebtedness, whether the Property is located at one or more offices or branches of Lender. This will be the case whether or not the office or branch where I obtained my loan knows about the Property or relies upon the Property as security.

Collection of Property. I agree that Lender may, at any time and for any reason, whether or not I am then in default under any Indebtedness, collect the Income and Proceeds directly from the Obligors. I authorize and direct the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and Proceeds from the Property and to accept Lender’s receipt for the payments.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Power of Attorney. I appoint Lender as my attorney-in-fact, with full power to act for me. This power of attorney will remain in effect until all Indebtedness is paid in full. Lender, as my attorney-in-fact, may among other things: (1) demand, collect, receive, receipt for, sue and recover all Income and Proceeds and other sums and other property which may now or hereafter become due, owing or payable from the Obligors in accordance with the terms of the Property; (2) execute, sign and endorse any and all instruments, receipts, checks, drafts and warrants issued as Income and Proceeds or in payment for the Property; (3) settle or compromise any and all claims arising under the Property and, in my place and name, execute and deliver its release and acquittance for me; (4) file any claim or claims or take any action or institute or take part in any proceedings, either in Lender’s own name or in my name, or otherwise, which in Lender’s opinion may seem to be necessary or advisable; and (5) execute in my name and deliver to the Obligors on my behalf, at the time and in the manner specified by the Property, any necessary instruments or documents.

LENDER’S EXPENDITURES. If I fail (A) to keep the Property free of all taxes, liens, security interests, encumbrances, and other claims, (B) to provide any required insurance on the Property, or (C) to make repairs to the Property then Lender may do so. If any action or proceeding is commenced that would materially affect Lender’s interests in the Property, then Lender on my behalf may, but is not required to, take any action that Lender believes to be appropriate to protect Lender’s interests. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by me. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of any default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender will use ordinary reasonable care in the physical preservation and custody of the Property in Lender’s possession, but will have no other obligation to protect the Property or its value. Lender will not be responsible for (A) collecting or protecting any Income from the Property; (B) preserving rights against parties to the Property or against third persons; (C) ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Property; or (D) informing me about any of these matters, whether or not Lender has nor is deemed to have knowledge of such matters. Except as provided above, Lender will have no responsibility or liability whatsoever to me or to anyone else for any deterioration or decrease in the value of the Property.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

DEFAULT. I will be in default if any of the following happens:

Payment Default. I fail to make any payment when due under the Indebtedness.

Break Other Promises. I break any promise made to Lender or fail to perform promptly at the time and strictly in the manner provided in this Agreement or in any agreement related to this Agreement.

False Statements. Any representation or statement made or furnished to Lender by me or on my behalf, or made by Guarantor, or any other guarantor, endorser, surety, or accommodation party, under this Agreement or the Related Documents in connection with the obtaining of the Indebtedness evidenced by the Note or any security document directly or indirectly securing repayment of the Note is false or misleading in any material respect, either now or at the time made or furnished.

Death of Insolvency. I die or become incompetent or insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws.

Taking of the Property. Any creditor or governmental agency tries to take any of the Property or any other of my property in which Lender has a lien. This includes taking of, garnishing of or levying on my accounts with Lender. However, if I dispute in good faith whether the claim on which the taking of the Property is based is valid or reasonable, and if I give Lender written notice of the claim and furnish Lender with monies or a surety bond satisfactory to Lender to satisfy the claim, then this default provision will not apply.

Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any Guarantor, or any other guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If I am in default under this Agreement, Lender may do any or all of the following:

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Accelerate Indebtedness. Lender may, subject to any cure and notice provisions required by law, declare all Indebtedness immediately due and payable, without notice.

Collect the Property. Collect any of the Property, and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Property while suing on the Indebtedness.

Sell the Property. Sell the Property, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to me, and other persons as required by law, reasonable notice of the time and place of any public sale, or of the time after which any private sale may be made. I agree that any requirement of reasonable notice is satisfied if Lender mails notice by ordinary mail addressed to me in the last address I have given Lender in writing. I further agree that such notice is sent within a reasonable time if it is sent at least ten (10) days in advance of the time of sale or disposition, except as otherwise required by applicable law. If public sale is held, there will be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Property is located. The notice will set forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale.

Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Property consisting of investment property or financial assets (collectively herein, “investment property”) in Lender’s sole name or in the name of Lender’s broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Property consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Property consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by me; (4) execute any such control agreement on my behalf and in my name, and hereby irrevocably appoint Lender as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on my behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Property; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Property consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lender’s discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by me.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue “entitlement orders” concerning the transfer, redemption, liquidation or disposition or investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Sell Securities. Sell any securities include in the Property in a manner consistent with applicable federal and state securities laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, I agree that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Property are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if I or any other owner of the Property is an affiliate of the issuer of the securities, I agree that neither I, nor any member of my family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent.

Transfer Title. Transfer title to the Property upon the sale of all or part of the Property. For this purpose, I irrevocably appoint Lender as my attorney-in-fact to execute such endorsements, assignments and instruments in my name as Lender in Lender’s judgment may think to be necessary or reasonable.

Other Rights and Remedies. Exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity or otherwise.

Application of Proceeds. Apply any cash which is part of the Property or Income or which is received from the collection or sale of the Property as follows: (a) to reimbursement of Lender’s expenses incurred in connection with costs of securities registration or commissions incurred in connection with a sale, and other costs of sale; (b) to the payment of the Indebtedness; and (c) any excess funds to be paid to me or to any other Borrower as our interests may appear. I agree, to the extent permitted by law, to pay any deficiency remaining after application of the proceeds of the Property to the Indebtedness.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Election of Remedies. All of Lender’s rights and remedies will be cumulative and may be exercised alone or together. An election by Lender to choose any one remedy will not bar Lender from using any other remedy. If Lender decides to spend money or to perform any of my obligations under this Agreement, after my failure to do so, that decision by Lender will not affect Lender’s right to declare me in default and to exercise Lender’s remedies.

PLEDGED BROKERAGE ACCOUNTS. “Intermediary” means the broker, bank, trust company or other entity maintaining a Brokerage Account. “Control agreement” means any agreement between an intermediary and Lender giving Lender control over any assets held in a Brokerage Account. “Brokerage Account” means any securities account (as defined in the Uniform Commercial Code) or similar account at any time containing some or all of the Property. If any of the Property is either a Brokerage Account or assets held in a Brokerage Account, then Grantor consents to any control agreement between the intermediary and Lender. Grantor also agrees to consent in writing on any such control agreement. Grantor agrees not to withdraw any Property from any Brokerage Account unless any control agreement in effect for that Property contains Lender’s consent to any withdrawal. But in such event, Grantor may only withdraw Property from the Brokerage Account to the extent permitted and upon the conditions set forth in the control agreement and only until Lender notifies Grantor or the intermediary otherwise. Grantor may not trade in the Brokerage Account unless any control agreement in effect for any of the Property contains Lender’s consent to any trading in the Brokerage Account. In such event, Grantor may only trade in the Brokerage Account to the extent permitted and upon the conditions set forth in the control agreement and only until Lender notifies Grantor or the intermediary otherwise. “Trading” with respect to a Brokerage Account means the sale or loan of any asset held in the account or the purchase of any asset using funds held in the account, and only so long as the proceeds of any sale or loans or any asset purchased is held in the account. “Trading” does not include the withdrawal of any assets (including proceeds) from the Brokerage Account. If Lender has consented to trading in a Brokerage Account constituting or containing Property, but Lender has not specifically approved the assets Grantor acquired in all such trades, and if Lender evaluates the assets held in the Brokerage Account at any time and find those assets to be unsatisfactory to Lender for any reason in its sold discretion then it shall constitute an Event of Default under this Agreement, in addition to the events described in the section headed “DEFAULT”. Lender’s reasons for finding the assets not to be satisfactory may include but are not limited to the maturity of any debt assets or the average maturity of any portfolio of debt assets, the potential volatility of the value of any asset or portfolio of assets, the limited market for one or more assets, the financial or other condition of any issuer of any asset, or any other reason. Grantor acknowledges that Grantor can avoid so being deemed in default by not trading in the Brokerage Account without Lender’s specific consent to each trade, or by trading solely within guidelines approved by Lender.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

To the extent the market value of any of the Property must be determined under this Agreement, the “market value” of Property shall be determined as follows: As to securities traded on an exchange, the “market value” shall equal the closing price (the price of the last exchange trade) on the most recent complete day such exchange was open, multiplied by the number of shares of such security pledged to the Lender under this Agreement. If a security is traded in more than one exchange, its “market value” or “price” shall be the lowest such closing price on any exchange for that security. If no closing price is available, the “market value” of the security shall be determined by using the lowest trading price or bid price for the security on the last complete day an exchange on which such security is traded was open. As to all other Property, the “market value” shall be a value determined by the Lender in its sole discretion but in good faith and in a reasonable manner.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement.

Amendments and Interpretation. (1) What is written in this Agreement is my entire agreement with Lender concerning the Property. This Agreement may not be changed except by another written agreement between us. (2) If more than one person signs below, our obligations are joint and several. This means that the words “I,” “me,” and “my” mean each and every person or entity signing this Agreement, and that, if Lender brings a lawsuit, Lender may sue any one or more of us. I also understand Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Agreement are for convenience purposes only. They are not to be used to interpret or define the provisions of this Agreement. (4) I agree that this Agreement is the best evidence of my agreements with Lender.

Attorneys’ Fees; Expenses. I agree to pay all of Lender’s costs and expenses, including Lender’s reasonable attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement or to collect the Indebtedness, and I shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. I also shall pay all court costs, in addition to all other sums provided by law. This Agreement also secures all of these amounts.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Governing Law. This Agreement will be governed by and interpreted in accordance with federal law and the laws of the State of Minnesota. This Agreement has been accepted by Lender in the State of Minnesota.

Choice of Venue. If there is a lawsuit, I agree upon Lender’s request to submit to the jurisdiction of the courts of Hennepin County, State of Minnesota.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any person may change his or her address for notices under this Agreement by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the person’s address. For notice purposes, I agree to keep Lender informed at all times of my current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It will be my responsibility to tell the others of the notice from Lender.

No Waiver by Lender. I understand Lender will not give up any of Lender’s rights under this Agreement unless Lender does so in writing. The fact that Lender delays or omits to exercise any right will not mean that Lender has given up that right. If Lender does agree in writing to give up one of Lender’s rights, that does not mean I will not have to comply with the other provisions of this Agreement. I also understand that if Lender does consent to a request, that does not mean that I will not have to get Lender’s consent again if the situation happens again. I further understand that just because Lender consents to one or more of my requests, that does not mean Lender will be required to consent to any of my future requests. I waive presentment, demand for payment, protest, and notice of dishonor.

Severability. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable.

Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of my interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than me, Lender, without notice to me, may deal with my successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing me from the obligations of this Agreement or liability under the Indebtedness.

Non-Liability of Lender. The relationship between me and Lender created by this Agreement is strictly a debtor and creditor relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender and me. I am exercising my own judgment with respect to my business. All information supplied to Lender is for Lender’s protection only and no other party is entitled to rely on such information. There is no duty for Lender to review, inspect, supervise or inform me of any matter with respect to my business. Lender and I intend that Lender may reasonably rely on all information supplied by me to Lender, together with all representations and warranties given by me to Lender, without investigation or confirmation by Lender and that any investigation or failure to investigate will not diminish Lender’s right to so rely.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Time is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. The following words shall have the following meanings when used in this Agreement.

Agreement. The word “Agreement” means this Consumer Pledge Agreement, as this Consumer Pledge Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Consumer Pledge Agreement from time to time.

Borrower. The word “Borrower” means MARK S. GORDER, and all other persons and entities signing the Note.

Grantor. The word “Grantor” means MARK S. GORDER.

Guarantor. The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness, and, in each case, my successors, assigns, heirs, personal representatives, executors and administrators of any guarantor, surety, or accommodation party.

Guaranty. The word “Guaranty” means the guaranty from Guarantor or any other guarantor, endorser, surety or accommodation party to Lender, including without limitation, a guaranty of all or part of the Note.

Income and Proceeds. The words “Income and Proceeds” mean all present and future income, proceeds, earnings, increases, and substitutions from or for the Property of every kind and nature, including without limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and to become due, proceeds of any insurance on the Property, shares of stock of different par value or no par value issued in substitution or exchange for shares included in the Property, and all other property I am entitled to receive on account of such Property, including accounts, documents, instruments, chattel paper, and general intangibles.

Indebtedness. The word “Indebtedness” means the Indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other Indebtedness and costs and expenses for which I am responsible under this Agreement or under any of the Related Documents.

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CONSUMER PLEDGE AGREEMENT
(Continued)

Loan No. XXXXXXX

Lender. The word “Lender” means U.S. BANK NATIONAL ASSOCIATION, its successors and assigns. The words “successors or assigns” mean any person or company that acquires any interest in the Note.

Note. The word “Note” means the note or credit agreement dated April 30, 2003, in the principal amount of $540,800.90 from MARK S. GORDER to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement.

Obligor. The word “Obligor” means each and every person or company that is obligated to pay money or to perform some other act under the Property such as the person who pays dividends on stock.

Property. The word “Property” means all of my right, title and interest in and to all the Property as described in the “Property Description” section of this Agreement.

Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER PLEDGE AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED APRIL 30, 2003.

GRANTOR:

x	/s/Mark S. Gorder
	MARK S. GORDER, Individually

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-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13DUnder the Securities Exchange Act of 1934(Amendment No. 2)*

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.(2)

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Signatures

Exhibit Indexto Amendment No. 2 to Schedule 13D ofMark Stephen Gorder

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Persons who respond to the collection of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.

Item 5. Interest in Securities of the Issuer.⁽²⁾

Exhibit Index
to Amendment No. 2 to
Schedule 13D of
Mark Stephen Gorder