VOTING AGREEMENT

by and between

GRIP ACQUISITION CORPORATION

and

CARVER PARTNERS LP

Dated as of December 5, 2006

TABLE OF CONTENTS

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TABLE OF CONTENTS
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VOTING AGREEMENT

        THIS VOTING AGREEMENT (this “ Agreement ”) is dated as of December 5, 2006, by and between Grip Acquisition Corporation, an Iowa corporation (“ MergerCo ”) and Carver Partners LP (“ Shareholder ”).

RECITALS

        WHEREAS, simultaneously with the execution of this Agreement, MergerCo, Bidder, a Nevada corporation (“ParentCo ”), and Target, an Iowa corporation (the “ Company ”), have entered into an Agreement and Plan of Merger (as it may be amended, supplemented, modified or waived from time to time, the “ Merger Agreement ”), which provides, among other things, for the Merger of MergerCo with and into the Company, upon the terms and subject to the conditions set forth therein;

        WHEREAS, Shareholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, the number and class of Shares set forth below Shareholder’s name on the signature page hereto; and

        WHEREAS, as a condition to MergerCo entering into the Merger Agreement and incurring the obligations therein, MergerCo has required that Shareholder enter into this Agreement.

        NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

        Section 1.1     Capitalized Terms . Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.

        Section 1.2     Other Definitions . For the purposes of this Agreement:

        (a)     “ Beneficial Owner ” or “ Beneficial Ownership ” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

        (b)     “ Expiration Time ” has the meaning set forth in Section 2.1.

        (c)     “ Owned Shares ” means the Shares Beneficially Owned by Shareholder as of the date of this Agreement and set forth below his or its name on the signature page hereto and any Shares acquired or that otherwise become Beneficially Owned by Shareholder on or after the date of this Agreement; provided, however, that the term “Owned Shares” shall not include Shares for which the Shareholder only has the right to acquire unless such Shares are acquired.

        (d)     “ Permitted Transferee ” means (i) the Shareholder; (ii) the spouse of the Shareholder; (iii) any parent and any lineal descendant (including any adopted child) of any parent of the Shareholder or of the Shareholder’s spouse; (iv) any trustee, guardian or custodian for, or any executor, administrator or other legal representative of the estate of, any of the foregoing Permitted Transferees; (v) the trustee of a trust (including a voting trust) principally for the benefit of Shareholder and/or any of Shareholder’s Permitted Transferees; and (vi) any corporation, partnership or other entity if a majority of the beneficial ownership thereof is held by the Shareholder and/or any of Shareholder’s Permitted Transferees.

        (e)     “ Representative ” means, with respect to any particular Person, any director, officer, employee, consultant, accountant, legal counsel, investment banker or other representative of such Person.

        (f)     “ Shares ” has the meaning ascribed thereto in the Merger Agreement, and will also include for purposes of this Agreement all other voting securities into which Shares may be reclassified, sub-divided, consolidated or converted and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the Shares and entitled to vote in respect of the matters contemplated by Article II.

        (g)     “ Transfer ” means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance or other disposition of such security or the Beneficial Ownership thereof (including by operation of Law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security, but excluding, in each case, the conversion of Class B Common Stock into Common Stock.

ARTICLE II
AGREEMENT TO VOTE

        Section 2.1     Agreement to Vote . Subject to the terms and conditions hereof, Shareholder, in his or its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “ Expiration Time ”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s shareholders, however called, for the purpose of, or in connection with any written consent of the Company’s shareholders with respect to, seeking shareholder approval of the Merger Agreement (a “ Shareholder Meeting ”), Shareholder will (x) appear at such meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent, if applicable), all of the Owned Shares (A) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company Board or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (B) against any Takeover Proposal submitted by the Company for a vote by its shareholders, (C) against any proposal made in opposition to, or in competition or inconsistent with, the Merger Agreement or the Merger, including the adoption thereof or the consummation thereof, and (D) against any extraordinary dividend by the Company or change in the capital structure of the Company (other than pursuant to or as expressly permitted by the Merger Agreement).

        Section 2.2     Additional Shares . Shareholder hereby agrees, while this Agreement is in effect, to promptly notify MergerCo of the number of any new Shares with respect to which Beneficial Ownership is acquired by Shareholder, if any, after the date hereof and before the Expiration Time. Any such Shares shall automatically become subject to the terms of this Agreement as though owned by Shareholder as of the date hereof.

        Section 2.3     Restrictions on Transfer, Etc. Except as provided for herein, Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Shares other than any Transfer to a Permitted Transferee, but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to MergerCo pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain jointly and severally liable for the breaches by any Permitted Transferees of the terms hereof, (ii) tender any Owned Shares into any tender or exchange offer or otherwise or (iii) except as provided in Section 2.4 of this Agreement, grant any proxy with respect to the Owned Shares, deposit the Owned Shares into a voting trust, enter into a voting agreement with respect to any of the Owned Shares or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto (except for Transfers to Permitted Transferees as described in subclause (i) above). Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request MergerCo and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Shares.

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        Section 2.4     Proxies . Shareholder hereby revokes any and all previous proxies granted with respect to his Owned Shares. By entering into this Agreement, subject to the last sentence of this Section 2.4, Shareholder hereby grants a proxy appointing each of Kenneth Weaver, Saul Solomon and Gary Garfield, each with full power of substitution, as Shareholder’s attorney-in-fact and proxy, for and in Shareholder’s name, to be counted as present, vote, and express consent or dissent with respect to his Owned Shares, in each case, solely on the matters set forth in, and in the manner contemplated by, Section 2.1. The proxy granted by Shareholder pursuant to this Section 2.4 is, subject to the last sentence of this Section 2.4, irrevocable and is coupled with an interest, in accordance with Section 490.722(4) of the IBCA, and is granted in order to secure Shareholder’s performance under this Agreement. If Shareholder fails for any reason to be counted as present, consent or vote the Owned Shares in accordance with the requirements of Section 2.1 above (or anticipatorily breaches such section), then MergerCo shall have the right to cause to be present, consent or vote Shareholder’s Owned Shares in accordance with the provisions of Section 2.1. The proxy granted by Shareholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

        Section 3.1     Representations and Warranties of Shareholder . Shareholder represents and warrants to MergerCo as of the date of this Agreement, as of the date of any Company Shareholders Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent permitted under this Agreement or consented to by MergerCo, as follows:

        (a)     Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform his or its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by MergerCo against Shareholder in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

        (b)     Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Shares and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Shares without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Shares. The Owned Shares set forth below Shareholder’s name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Shares or any securities convertible into Shares (excluding Class B Common Stock convertible into Common Stock, Stock Options, Restricted Stock, Company RSUs, Performance Shares, and Company PUs).

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