CORPORATE SERVICE AGREEMENT

CORPORATE SERVICE AGREEMENT THIS CORPORATE SERVICE AGREEMENT (the “Agreement”) is dated as of _________, 2007, by and between Total Fleet Solutions, Ltd. ("TFS"), ________________________ WHEREAS, the Company desires that TFS provide certain procurement, coordination services, maintenance facilitation, asset tracking and reporting services with respect to certain Equipment located in each of the Company’s facilities; and WHEREAS, TFS desires to provide said services for and on behalf of the Company and its facilities. NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Services Provided by TFS. During the term of this Agreement and subject to the provisions hereof, TFS shall provide to the Company and each of its facilities, the services (the “Services”) set forth on Schedule 1, attached hereto and incorporated herein by reference. The cost to the Company for these Services during the term of this Agreement shall be as set forth in Schedule 1. Schedule 1 may be amended from time to time. Any amendment to Schedule 1 shall be in writing and shall be executed by both parties. 2. Services Provided by the Company. During the term of this Agreement and subject to the provisions hereof, the Company shall provide the following services. (a) Designation of a corporate sponsor who will assist TFS in obtaining information about the Company and to act as a liaison to the facility locations. Designation of a facility contact at each location who will assist TFS with the site survey and implementation process. This contact will need to provide access to the facility for the site survey; direct TFS in where to gather historical data; and will help set up meeting and review sessions with the necessary persons within each facility. Although TFS will provide input and recommendations, the Company shall retain the ultimate decision making authority on all aspects of the management of its material handling fleet. Provide a letter stating that TFS is the agent for the Company’s national account purchases, lease financing, and maintenance services. (b) (c) (d) (e) Assist TFS with the establishment of standardized specifications for the Company’s material handling fleet, if applicable. Establish maintenance approval levels by facility, if applicable. (f) 3. Compensation to TFS. For the performance by TFS of the Services set forth on Schedule 1, the Company shall pay to TFS the fees as set forth on Schedule 1. 4. Reimbursement of Payables. The Company shall reimburse TFS monthly for any maintenance, training, insurance, lease, rental, etc. paid on behalf of the Company by TFS. TFS will invoice the Company monthly for all reimbursements and amounts due and payable hereunder; provided, however, the failure of TFS to invoice the Company for any fee, or the failure of a local service provider to perform maintenance, shall not release the Company (or be deemed a waiver by the Company) of its obligations to pay such amounts to TFS under the terms of this Agreement. 5. Late Charge Remedies. If any fees or other amounts payable pursuant to this Agreement shall not be paid within thirty (30) days of the date when due, the Company shall pay TFS (a) interest on such amounts for the period from the thirty first (31st) day after the due date thereof, until received by TFS, at a rate of 1½% per month (or, if less, the highest applicable rate permitted by law) computed daily, plus (b) all collection costs and expenses, including reasonable attorney fees. 6. Term; Termination; and Renewal. This Agreement shall continue in effect for three (3) years from the date hereof. This Agreement shall be terminable prior to the end of its term by either party if the other party breaches its obligations under this Agreement, the non-breaching party gives the breaching party written notice of such breach; and the breaching party fails to cure such breach within thirty (30) days. At the expiration of the three (3) year term of this Agreement as set forth above, the term of this Agreement shall be automatically extended for successive one (1) year terms, until terminated by either party by giving written notice to the other party not less than ninety (90) days prior to the expiration of the extended one (1) year term. 7. Effect Upon Termination. Upon termination of this Agreement in accordance with the terms of Section 6 hereof, the Company shall immediately pay to TFS all amounts accrued and due hereunder as of such date. TFS shall have no liability for services not performed subsequent to the termination of this Agreement. 8. Representations of Parties. Each party hereto represents and warrants that (a) it is a business entity established, validly existing and qualified to do business in the jurisdiction of its formation and in each other jurisdiction where such qualification is necessary for it to conduct its business, (b) it has all requisite power and authority under its governing instruments and the laws 2 of its jurisdiction to enter into this Agreement; (c) the persons executing this Agreement on behalf of such party have been duly authorized and constituted to so sign; and (d) this Agreement represents a valid, binding and legal obligation of such party, enforceable against such party in accordance with its terms. 9. Assignment. The terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, that neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party. 10. No Partnership or Joint Venture. TFS is an independent legal entity and this Agreement shall not be construed to create an association, partnership, joint venture, or relation of employer and employee between the Company and TFS. 11. Notices. Any notices and demands required or permitted to be given under this Agreement shall be given in writing and shall become effective when deposited in the United States Postal Service, certified mail, return receipt requested, postage prepaid to the addresses shown below or to such other address as the party to receive the notice hereafter designates in writing to the other party. if to the Company: if to TFS: Total Fleet Solutions, Ltd. PO Box 490 Holland, OH 43528 Attn: President Invoice for payments to: 12. Amendments. This Agreement shall not be changed, modified, or waived in whole or in part except by an instrument in writing signed by both parties hereto. 13. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. 14. Headings Not to Affect Interpretation. The headings contained in this Agreement are for convenience of reference only, and shall not be used in the interpretation hereof. 3 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. 16. Governing Law. This Agreement shall be governed by and enforced pursuant to the laws of Ohio. 17. Rights and Remedies. The expenses and costs, including, without limitation, attorneys’ fees and expenses, incurred by the prevailing party with respect to any claim, suit, motion for judgment or legal proceeding arising out of, under, or in connection with, this Agreement shall be paid by the other party. 18. Disclaimer of Warranties. TFS hereby disclaims any and all representations and warranties, whether express or implied, with respect to any Equipment which is the subject of this Agreement, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Nothing contained in the preceding sentence shall limit TFS’s servicing obligations as set forth herein. TFS is a coordinator and thus is not responsible for any liability associated with the performance, maintenance, or utilization of any of the Company’s Equipment or the training of the Company’s employees or contracted workers. 19. Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING WITHOUT LIMITATION ANY SERVICE OR WORK PRODUCT RENDERED OR PRODUCED HEREUNDER OR THE NON-PERFORMANCE OR BREACH OF THIS AGREEMENT), OR DAMAGES ARISING OUT OF LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR STATUTORY), REGARDLESS OF ANY CLAIM OR FINDING WITH RESPECT TO THE ADEQUACY, FAILURE OF PURPOSE OR SUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREUNDER AND WHETHER OR NOT THE OTHER PARTY HAS BEEN INFORMED OF, OR MIGHT OTHERWISE HAVE ANTICIPATED OR FORESEEN THE POSSIBILITY OF SUCH DAMAGES. 20. Limitation of Liability. THE MAXIMUM AGGREGATE LIABILITY OF TFS TO THE COMPANY AND TO ANY THIRD PARTY IN RESPECT OF ALL CLAIMS FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES PREVIOUSLY PAID BY THE COMPANY TO TFS UNDER THIS AGREEMENT. 4 21. Force Majeure. TFS shall be excused from the performance of any of its covenants or agreements hereunder and any delay or failure in performance by TFS shall not be grounds for termination of this Agreement or give rise to any liability for damages to the extent that such party is delayed in or prevented from performing due directly to causes that are beyond its foreseeable and reasonable control, and occur without its negligence, including but not limited to acts of God, acts of any government or regulatory body (whether civil or military, domestic or foreign), fires, explosions, floods, earthquakes or other natural or manmade disasters, epidemics, wars, riots, civil disturbances, sabotage or loss of electrical power or telecommunications systems. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the _____ of ________________, 2007. Total Fleet Solutions, Ltd. By: Name: ________________________ Title: _________________________ Date: ________________________ By: ______ Name: ________________________ Title: _________________________ Date: ________________________ SCHEDULE 1 5 CORPORATE PRICING During the term and subject to the provisions hereof, TFS shall provide the following services for ______________% of guaranteed savings. The formula for this guaranteed savings will be as follows: a) agreed upon baseline monthly cost pre-approved by both parties and signed off by _____________ at TFS and ____________ at the Customer. less b) actual monthly cost incurred by the Customer and tracked by TFS. A provision of this mode of payment shall be that the Customer corporate and facility personnel agree to implement all TFS cost savings recommendations within the timelines presented by TFS. (a) Assist the Company in developing and implementing a comprehensive plan including, but not limited to, short term and long term financing solutions, detailed cost savings plans, implementation plan and timeline, progress reporting, and plant by plant customized solutions as outlined below. Advise the Company in connection with the Company’s determination and selection of the type or types of forklifts and related material handling equipment (the “Equipment”) that satisfy the Company’s requirements (as specified in writing by the Company to TFS). Complete a site visit, application analysis, and cost savings projection. Obtain one or more purchase price quotes from the manufacturer or dealer of any Equipment with respect to which TFS has advised the Company, or if specifically requested by the Company, to procure Equipment under TFS purchasing agreements, if available and applicable and to transfer to the Company any and all manufacturer’s warranties and guarantees relating to such Equipment; Provide the Company assistance with the documentation and placement of the financing of the Equipment. Arrange for the delivery of any item of Equipment selected by the Company and, upon such delivery, arrange for the dealer thereof, or an authorized representative of the dealer, to perform an inspection to verify that such Equipment is (i) the type or model selected by the Company, and (ii) determine that such Equipment is in good operating order. 6 (b) (c) (d) (e) (f) (g) Coordinate and arrange for the analysis and subsequent installation of technology boxes on the Equipment if necessary. Assist with the establishment of a process between the facility and a maintenance provider to perform ordinary and routine maintenance services with respect to the Equipment. TFS will also assist facilities in negotiating and coordinating a maintenance contract for the Equipment and will coordinate efforts between the facilities and dealers for parts and labor required to repair, if and to the extent repairable, any item of the Equipment that is defective in material or workmanship. Provide asset tracking for the Equipment. Arrange for one or more local service providers and / or independent contractors to provide a certified training program that instructs the Company’s employees with respect to (i) the proper use of the Equipment, and (ii) compliance with applicable Federal laws and regulations regarding workplace safety. The cost of said training to be the sole cost of the Company. Cause to be issued to the Company a policy of property damage insurance with respect to the Equipment; the cost of said policy to be the sole cost of the Company. Act as a central contact for all Company facilities regarding material handling service questions. TFS will process these questions on behalf of the Company and will advise a central contact person to be named by the Company. Consolidate, review, and process maintenance invoices on behalf of the Company for the Equipment. TFS will establish a Maintenance Pool (“Pool”) with each facility. The Pool is money paid to TFS on a monthly basis from which TFS will make payments to the maintenance vendor on behalf of the Company. Any and all liability for maintenance amounts owed to any maintenance vendor for services provided to the Company shall remain the responsibility of the Company. Further, TFS shall not be required to submit payment to any maintenance vendor until TFS has received payment for such maintenance from the Company. (h) (i) (j) (k) (l) (m) 7 SCHEDULE A ASSETS UNDER CONTRACT Location Make Model Serial Number 8