roi_ex101-71030.htm


    Exhibit
      10.1

    EXCLUSIVE
      DISTRIBUTORSHIP, MANUFACTURING

    AND
      SUPPLY AGREEMENT

     

    THIS
      EXCLUSIVE DISTRIBUTORSHIP, MANUFACTURING AND SUPPLY AGREEMENT
      (“Agreement”) is made and entered into as of October 29, 2007 (the “Effective
Date”)
      by
      and between ARIZONA EMERGENCY PRODUCTS, INC., an Arizona corporation
(“AEP”),
      RAPID RESPONSE VEHICLES, L.L.C., an Arizona limited liability company
(“RRV”),
      RHINO OUTDOOR INTERNATIONAL, INC., a Nevada corporation (“ROI”), and
RHINO
      OFF-ROAD INDUSTRIES, INC., a Nevada corporation (“RHINO”). All of the above
persons
      are sometimes referred to herein as the “Parties” (as the context may require)
      or, individually
      (as the context may require), to a “Party.” All of the Parties’ respective
      addresses for their
      principal places of business for notice and other purposes are set forth next
      to
      their respective
      signatures on the signature page of this Agreement.

     

    RECITALS.

     

    1.
      WHEREAS, Michael Chamberlain owns and controls Arizona Emergency Products,
      Inc.,
      an
      Arizona corporation (“AEP”), his Affiliate company;

     

    2.
      WHEREAS, AEP engages in the business of designing, engineering, manufacturing,
      fabricating,
      assembling and/or installing various ‘after market’ accessories and devices on
emergency
      and public safety vehicles used by various police, fire, sheriffs’, rescue,
      homeland security
      and other governmental ‘first responder’ emergency agencies and departments (the
“First
      Responders”), including, without limitation, emergency equipment mounts, gun
      mounts, emergency
      lights, Global Positioning System [“GPS”] devices, sirens, etc. (the
“Accessories”);

     

    3.
      WHEREAS, AEP has developed substantial name recognition in the United States
      with
      various “First Responder” governmental departments and agencies generally, and
      in the law enforcement
      community specifically;

     

    4.
      WHEREAS, AEP commands a substantial market share in the United States for the
      ‘after
      market’ post-manufacture design, engineering, manufacture, fabrication, assembly
      and/or installation
      of Accessories on such First Responder emergency vehicles;

     

    5.
      WHEREAS, Michael Chamberlain recognized the market and need for such First
      Responders
      to have ‘rough terrain, rapid response emergency vehicles’ (“RT/RREVs”) to
      permit and
      allow
      such First Responders to have motorized vehicle access to otherwise unnavigable,
      remote
      and desolate geographical areas to perform their respective governmental
      services;

     

    6.
      WHEREAS, Michael Chamberlain owns, controls and formed RAPID RESPONSE
VEHICLES,
      L.L.C., an Arizona limited liability company (“RRV”), another of his Affiliate
companies,
      as a new business entity for the purpose of designing, engineering,
      manufacturing, fabricating,
      assembling, developing, marketing and and/or distributing RT/RREVs to First
      Responders
      in North America;

     

    7.
      WHEREAS, Rhino Outdoor International, Inc. (“ROI”) is a publicly traded company
(Stock
      Symbol ‘RHOI’) that owns, operates and controls various outdoor activity based
businesses;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    8.
      WHEREAS, in June 2006 ROI completed acquisition of (and now owns, operates
      and/or
      controls as an Affiliate) Rhino Off-Road Industries, Inc. (“RHINO”), which
      engages in the
      business of designing, engineering, manufacturing, fabricating and assembling
      extreme terrain
      off-road vehicles for consumers, hobbyists and off-road enthusiasts and
      dealers;

     

    9.
      WHEREAS, RHINO is the designer, inventor and manufacturer of the Rhino
      Off-Road
      ‘Rough Terrain Vehicle,’ an off-road vehicle that offers a high level of safety
      and rideability in
      a
      production performance rough terrain vehicle that essentially combines the
      features of
      an
‘ATV’ and a ‘Monster Truck’ for consumers, hobbyists and off-road
      enthusiasts;

     

    10.
      WHEREAS, ROI’s and RHINO’s experienced management and design professionals
are
      committed to providing affordable, innovative, and safe performance products
      and
      rough terrain
      vehicle with the highest quality customer service;

     

    11.
      WHEREAS, during 2007 AEP, RHINO and their management and design professionals
      (including, among others, Michael Chamberlain, AEP’s President, and Howard
Pearl,
      RHINO’s President) jointly financed, designed, invented, tested and developed a
      prototype RT/RREV
      (the “Prototype RT/RREV”) for use by First Responders by contributing their
collective
      expertise in vehicle design, First Responder Vehicles and/or rough terrain
      vehicles;

     

    12.
      WHEREAS, RRV and RHINO desire to enter into an exclusive distributorship,
manufacture
      and supply agreement whereby RRV would promote, market, advertise, deal and
      distribute
      RT/RREVs exclusively to First Responders; and RHINO would manufacture,
fabricate,
      assemble and sell RT/RREVs on an exclusive basis only to or for RRV – all upon
      and subject
      to all the terms, covenants and conditions set forth in this
      Agreement;

     

    13.
      WHEREAS, RRV is entering into this Agreement for the purpose of assuring a
      prompt
      and regular source of the RT/RREVs, which RRV intends to enhance and improve
      with post-manufacture
      and aftermarket Accessories of the type also provided by AEP to First
Responders;
      and

     

    14.
      WHEREAS, RHINO acknowledges that during the term of this Agreement, RRV will
      be
      relying upon RHINO’s ability to manufacture and deliver the RT/RREVs in the time
      and manner
      provided for herein, so that RRV will have RT/RREVs in the quantities necessary
      to fill all
      orders which RRV may obtain from its customers.

     

    NOW,
      THEREFORE, in consideration of the foregoing Recitals and the terms, covenants
      and
      conditions contained herein, and for other good and valuable consideration,
      the
      receipt and sufficiency
      of which are hereby acknowledged, the Parties agree as follows:

     

    AGREEMENT.

     

    1.
      DEFINITIONS. In addition to the terms defined elsewhere parenthetically
      in this Agreement,
      the following words and expressions shall have the meanings set forth
      below:

     

    1.1.
      “Affiliate” or “Affiliates” shall mean any or
      all natural persons (including Michael Chamberlain,
      Howard Pearl and/or Walt Tatum) and/or other business entities of any kind
      or
nature
      whatsoever controlled by, under common control with or controlling any Party
      to
      this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.2.
      “CARB” means both the California Department of Consumer Affairs
      Bureau
      of
      Automotive Repair and/or the California Research Bureau (as
      applicable).

     

    1.3.
      “Confidential Information” means, except as otherwise provided
      herein, any and all of
      a
      Party’s and/or the Parties’ information, data, designs, concepts, ideas,
      processes, methods,
      techniques, specifications, formulas, compositions, know-how, trade secrets,
      and
improvements
      of a confidential or proprietary nature, identified as such in writing before
      disclosure
      by any Party to any other Party, including any and all trade secrets (e.g.,
      customers and
      customer lists) and trade secret rights arising under the common law, United
      States federal
      law and/or the laws of the State of Arizona. As used herein, “Confidential
Information”
      shall not include information a Party can demonstrate through its
      records:

     

    1.3
      (a)
      was or became public knowledge through no fault of that Party;

     

    1.3
      (b)
      was known to the Party without restriction prior to the date of disclosure
      and
such
      knowledge was not obtained from the other Party;

     

    1.3
      (c)
      was disclosed to the party without restriction by a third party who had a lawful
      right
      to
      disclose it; or

     

    1.3
      (d)
      was developed by the Party independently and without benefit of or access to
      the
      Confidential Information of the other Party.

     

    1.4.
      “Contract Documents” means, collectively, this Agreement (with
      attached Exhibits), Purchase
      Orders (defined below) placed in accordance with this Agreement, and the
Specifications
      (defined below).

     

    1.5.
      “EPA” means the Environmental Protection Agency of United
      States government and any
      substantial equivalent of any country, state, county, municipality, city or
      other governing authority
      having jurisdiction over environmental quality or affairs within the
      Territory.

     

    1.6.
      “Forecast” means a rolling, non-binding forecast, prepared
      monthly, of the quantities of
      the
      number of RT/RREVs that RRV expects to purchase during the next succeeding
      six
      (6) months,
      indicating expected purchases of RT/RREVs expressed in terms of RT/RREVs per
      month.

     

    1.7.
      “Governmental Agency” means any First Responders and/or other
      agencies of any Sovereign,
      Federal, State or local government anywhere in the world, including any of
      the
countries
      thereof.

     

    1.8.
      “Intellectual Property Rights” means: (i) all patent rights and
      all right, title and interest
      in and to all letters patent and applications for letters patent, and all other
      government issued or
      granted indicia of invention ownership including any reissue, division,
      continuation or
      continuation-in-part applications; (ii) all copyrights and all other literary
      property and works
      of
      authorship and author rights, and all right, title and interest in and to all
      copyrights, and
      copyrighted interests; (iii) all trademarks, trade names, service marks and
      logos, and all rights,
      title and interest in and to all applications, certifications and registrations
      therefore; (iv) all
      mask
      work rights; (v) all licenses or license rights; and (vi) all rights, title
      and
      interest in and
      to
      all trade secrets and trade secret rights arising under the common law, United
      States federal
      law and/or the laws of the State of Nevada.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    1.9.
      “Related Persons” or “Related Person” means
      any Affiliate, officer, director, shareholder,
      manager, member, partner, employee of any Party and/or such person’s spouse,
heirs,
      successors and assigns.

     

    1.10.
      “RT/RREV” or “RT/RREVs” means the ‘rough
      terrain, rapid response emergency vehicle(s)’
      described in the Exhibit A “Specifications”

     

    1.11.
      “Specifications” means the specifications set forth in Exhibit
      A hereto, which the Parties
      jointly developed together.

     

    1.12.
      “Purchase Order” means the form of purchase order set forth in
      Exhibit B hereto, which
      is
      to be placed from time to time by RRV with RHINO pursuant to this
      Agreement.

     

    1.13.
      “Term” means the period of time beginning on the Effective Date
      first written above and
      ending upon December 31, 2008; provided, however, that the Term shall be
      extended automatically
      for additional, successive, consecutive Terms of one (1) year beginning on
      January
      1st and ending on December
      31st of each additional,
      successive, consecutive year thereafter
      unless RHINO or RRV delivers written notice to the other at least sixty (60)
      but
      no more than one hundred and twenty (120) days prior to the end of the then
      existing
      Term of such Party’s desire to terminate the Agreement as of the end of the
then-existing
      Term.

     

    1.14.
      “Territory” means the United States of America and Canada, each
      and every one of the
      states of the United States of America and each and every one of the provinces
      of Canada, and
      each
      and every county, city, town, municipality or other component governmental
      entity (however
      designated, whether incorporated or unincorporated) within any of the
      above.

     

    2.
      EXCLUSIVE DISTRIBUTORSHIP.

     

    2.1.
      Exclusive Distributorship. RHINO hereby appoints RRV, on an exclusive
      basis, as its sole
      and
      exclusive distributor for the sale, lease and/or other transfer for
      consideration of any RT/RREV(s)
      to any Governmental Agency within the Territory during the Term of this
Agreement
      (as the same may be extended from time to time). RHINO surrenders any right
      to
sell
      RT/RREVs to any Governmental Agency within the Territory during the Term of
      this
Agreement
      (as the same may be extended from time to time).

     

    2.2.
      Non-Exclusive Distributorship. In addition to the Exclusive
      Distributorship Territory granted
      in the immediately preceding subsection, RRV shall have a non-exclusive right,
      together
      with others, to sell, lease, deal, distribute or otherwise transfer for
      consideration any RT/RREV(s)
      to any Governmental Agency outside of the Territory during the Term of this
      Agreement
      (as the same may be extended from time to time).

     

    2.3.
      Expansion of Territory if Sales in Another Country. If RRV is the first
      person or entity
      to
      effect a sale, lease and/or other transfer for consideration of any RT/RREV(s)
      to any Governmental
      Agency outside of the Territory then the Territory that is the subject of the
      ‘Exclusive
      Distributorship’ granted in §2.1 shall automatically be deemed supplemented,
amended,
      expanded and augmented to then include the geographical boundaries of the
national,
      sovereign government wherein RRV first effected such a sale, lease and/or other
      transfer
      for consideration of any RT/RREV(s) to any such Governmental Agency (the
“Expanded
      Territory”). The Expanded Territory shall remain part of the Territory that is
      the subject
      of the exclusive distributorship granted in §2.1; provided, however, that any
      renewal

     

    
      
        
        

      

      
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    of
      the
      Term of this Agreement with respect to such Expanded Territory shall be subject
      to the following
      terms and conditions:

     

    2.3
      (a)
      This right to acquire an Expanded Territory cannot be exercised: (i) during
      the
period
      commencing with the giving of any notice of default or request for adequate
      assurance
      of future performance to RRV and continuing until said default is cured or
      such
      adequate assurance of future performance is given by RRV, (ii) during the
period
      of
      time following either RHINO’s or RRV’s termination of this Agreement,
(iii)
      during the time RRV is in breach of this Agreement; (iv) in the event that
      RRV
has
      been
      given 3 or more notices of default, whether or not the defaults are cured,
      during
      the 12 month period immediately preceding the exercise of the right of first
      refusal;
      or (v) following any Party’s giving of written notice to terminate this
Agreement
      at the expiration of the then existing Term for the same; and

     

    2.3
      (b)
      For the right to continue such Expanded Territory RRV shall maintain sales
      or
other
      distributions within such Expanded Territory not less then double (twice) the
      number
      of
      RT/RREVs sold or otherwise distributed within the immediately preceding
Term.

     

    Any
      sales, leases and/or other transfers for consideration of any RT/RREV(s) to
      any
      such Governmental
      Agency shall be credited to the quantity set forth in the Table in §2.5,
      below.

     

    2.4.
      Non-Compete. Neither RHINO nor ROI shall manufacture, sell, lease or
      otherwise transfer
      or distribute any products similar to the RT/RREVs, whether under any brand
      or
      trade name
      registered by RHINO or any of its Affiliates or at all, to any Governmental
      Agency in the
      Territory during the Term of this Agreement; provided, however, that nothing
      in
      this Agreement
      shall prohibit RHINO, ROI or any of their dealers from selling, leasing or
      otherwise
      distributing any of the consumer models of their RTVs to any Governmental
Agency
      if
      the same are one (1) or (2) seat RTVs. All Parties acknowledge and agree that
      one of
      the
      distinctive features of the RT/RREV is its four (4) seat capacity, and therefore
      neither RHINO
      nor
      ROI (nor any of their dealers) shall sell, lease or otherwise transfer or
      distribute to
      any
      Governmental Agency any four (4) seat RTV during the Term of this Agreement.
      If
any
      Governmental Agency should desire to purchase, lease or otherwise acquire any
      four (4) seat
      RTV
      during the Term of this Agreement then RRV shall also have the exclusive right
      to sell,
      lease or otherwise transfer or distribute any such vehicles to any Governmental
      Agency in
      the
      Territory during the Term of this Agreement.

     

    2.5.
      RRV’s Best Efforts. RRV shall use its best efforts to promote and sell
      the RT/RREVs to
      the
      maximum number of responsible customers in the Territory. RRV’s purchase of the
quantity
      of RT/RREVs shown in the following table (if the initial and/or any later Term
      hereof
      is
      extended in the manner suggested thereby) during any applicable Term will be
      considered
      to satisfy RRV’s obligation to use RRV’s “best efforts” to promote the
RT/RREVs;
      provided, however, that neither this sentence nor the following table may be
      construed
      as creating a minimum quantity term or creating a minimum standard for
complying
      with RRV’s ‘best-efforts’ obligation.

     

    
      
        
        

      

      
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                Term

              	
                Quantity
                  Deemed “Best Efforts”

              
	
                Initial
                  – through 12/31/2008 

              	
                Ten
                  (10)

              
	
                1/1/2009
                  – 12/31/2009

              	
                Twenty
                  (20)

              
	
                1/1/2010
                  – 12/31/2010

              	
                Forty
                  (40)

              
	
                1/1/2011
                  – 12/31/2011

              	
                Eighty
                  (80)

              
	
                1/1/2012
                  – 12/31/2012

              	
                One
                  Hundred and Sixty (160)

              


      

    

     

    The
      provisions of this section are intended to create a ‘Safe Harbor’ to avoid
      disputes concerning
      whether or not RRV was or is using its ‘best efforts.’ Nothing in this section
      is intended
      to obligate RRV to actually purchase the quantity of vehicles set forth in
      the
      above table
      if
      market or other conditions prohibit it to sell such quantities of RT/RREVs
      notwithstanding
      its best efforts.

     

    2.6.
      Relationship of the Parties.

     

    2.6
      (a)
      Nature of Relationship. The Parties are entering into this Agreement as
independent
      contractors and no partnership, joint venture or other association shall be
      deemed
      created by this Agreement. No Party shall have the right or authority
      to:

     

    (i)
      Assume or create any obligation or responsibility, express or implied,
      on behalf of any other Party; or

     

    (ii)
      Represent any other Party as agent or in any other capacity.

     

    2.6
      (b)
      Payment of Expenses. RRV shall pay all of its expenses, including without
limitation
      all travel, lodging and entertainment expenses incurred in connection with
      its
      services hereunder. RHINO shall not reimburse RRV for any of those expenses,
      unless
      otherwise stated

     

    2.6
      (c)
      Limitation on Authority. RRV shall have no right to enter into any contracts
      or
      commitments in the name of, or on behalf of, RHINO, or to bind RHINO in any
      respect
      whatsoever, nor shall RHINO have any right to enter into any contracts or
commitments
      in the name of, or on behalf of, RRV, or to bind RRV in any respect whatsoever.
      In addition, RRV shall not obligate or purport to obligate RHINO by issuing
      or making any affirmations, representations, warranties or guaranties with
      respect
      to the RT/RREVs to any third party, other than the warranties described in
      §3.7
      and
      in Exhibit C attached hereto and made a part hereof.

     

    2.7
      Trademarks, Service Marks and Trade Names; Promotion on
      Internet.

     

    2.7
      (a)
      Right to Use. Each Party to this Agreement may use each other Party’s
trademarks,
      trade names and service marks (hereinafter referred to as the “Trademarks”)
      on a non-exclusive basis in the Territory only during any Term of this
Agreement
      and solely for display or advertising purposes in connection with advertising,
      marketing, promoting, selling and distributing the RT/RREVs in

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    accordance
      with this Agreement. No Party shall at any time do or permit any act to be
      done
      which may in any way impair the rights of any other Party in such Party’s
Trademarks.

     

    2.7
      (b)
      Quality Control. In order to comply with each other’s quality control
standards,
      each Party shall: (i) use each other Party’s Trademarks in compliance with
all
      relevant laws and regulations; (ii) accord each other Party the right to inspect
      during
      normal business hours, without prior advance notice, such Party’s facilities
used
      in
      connection with efforts to sell the RT/RREVs in order to confirm that such
      Party’s
      use of such Trademarks is in compliance with this Section; (iii) not modify
      any
      of
      the Trademarks in any way and not use any of the Trademarks on or in
connection
      with any goods other than the RT/RREVs; and (iv) prior to publishing
any
      advertisement (including any Internet advertisement), marketing brochure or
      other
      product information (collectively, the “Promotional Material”) to promote the
RT/RREVs
      using the other Party’s Trademarks first provide to the other Party a
specimen
      or template of the proposed Promotional Material using the other Party’s
Trademarks
      for the other Party to review and approve the same, which approval may
be
      withheld in any Party’s sole and exclusive discretion.

     

    2.7
      (c)
      Parties’ Instructions. Each Party shall follow each other Party’s instructions
with
      respect to each of the following:

     

    (i)
      use
      of any information about such Party and/or the RT/RREVs to be
      placed
      by any such Party on the Internet and/or its website;

     

    (ii)
      linking of any site on the Internet to any site on the Internet established,
      operated or sponsored by such Party; and

     

    (iii)
      use
      of any of the Trademarks on any site on the Internet. Each
      Party acknowledges that it shall cease the activities described in (i), (ii)
      and/or (iii)
      above, if so instructed by any other Party.

     

    2.8.
      Responsibility for Taxes. Taxes now or hereafter imposed within the
      Territory, or any
      part
      thereof, with respect to the transactions contemplated hereunder (with the
      exception of
      income
      taxes or other taxes imposed upon any Party and measured by the gross or net
      income
      of
      any Party) shall be the responsibility of RRV to collect and pay, and if paid
      or
required
      to be paid by RHINO, the amount thereof shall be added to and become a part
      of
      the amounts
      payable by RRV hereunder.

     

    2.9
      RRV’s Right of First Refusal to Become Exclusive Distributor in Other
      Territories.

     

    2.9
      (a)
      The right of First Refusal granted in this subsection is subject to the
      condition precedent
      that RRV shall have first met or exceeded the quantity of orders of RT/RREVs
      set forth in the Table in §2.5 for the Term immediately preceding the
transaction,
      occurrence or event giving rise to the Right of First Refusal.

     

    2.9
      (b)
      RHINO shall not, at any time prior to the expiration of the Term of this
Agreement,
      or any extension thereof, enter into any contract with any other person (a
      “Prospective
      Exclusive Distributor”) that includes any other exclusive right to sell,
market,
      distribute or otherwise deal the RT/RREVs, or any interest therein, (e.g.,
      such

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    as
      that
      granted in this Agreement) in any geographical area outside of the Territory
      without
      first giving advance, written notice thereof to RRV, which notice is
hereinafter
      referred to as “Notice of Exclusive Business Opportunity.”

     

    2.9
      (c)
      The Notice of Exclusive Business Opportunity shall include the exact and
complete
      terms of the proposed exclusive RT/RREV distributorship contract and shall
      have
      attached thereto a copy of the bona fide offer and counteroffer, if any, duly
      executed
      by both RHINO and the Prospective Exclusive Distributor.

     

    2.9
      (d)
      For a period of 12 calendar days after receipt by RRV of the Notice of
Exclusive
      Business Opportunity, RRV shall have the right to give written notice to
RHINO
      of
      RRV’s exercise of RRV’s right to acquire the rights of the Prospective
Exclusive
      Distributor under the terms of such exclusive RT/RREV distributorship
contract
      on the same terms, price and conditions as set forth in the Notice of
Exclusive
      Business Opportunity. In the event that RHINO does not receive written
notice
      of
      RRV’s exercise of the right herein granted within said 12 calendar day
period,
      there shall be a conclusive presumption that RRV has elected NOT to exercise
      RRV’s
      right hereunder, and RHINO may complete the exclusive RT/RREV distributorship
      contract with the Prospective Exclusive Distributor on the same terms
set
      forth
      in the Notice of Exclusive Business Opportunity.

     

    2.9
      (e)
      If RRV declines to exercise its right of first refusal after receipt of the
      Notice of
      Exclusive Business Opportunity, and, thereafter, RHINO and the Prospective
      Exclusive
      Distributor modify the price terms of such exclusive RT/RREV distributorship
      contract by more than 5% then RRV’s right of first refusal shall reapply
      to said transaction with the Prospective Exclusive Distributor.

     

    2.9
      (f)
      If RRV declines to exercise its right of first refusal after receipt of the
      Notice of
      Exclusive Business Opportunity and, thereafter, the proposed exclusive RT/RREV
      distributorship
      contract is not consummated then RRV’s right of first refusal shall apply
      to
      any subsequent transactions concerning any proposed exclusive RT/RREV
distributorship
      contract. If, however, said exclusive RT/RREV distributorship contract
      is, in fact, completed, then said right shall be extinguished and shall not
      apply
      to
      any such subsequent transactions for the territory that was the subject of
      such
completed
      contract (but shall with respect to any other, future contracts for any other
      territories).

     

    2.9
      (g)
      This right of first refusal cannot be exercised: (i) during the period
commencing
      with the giving of any notice of default or request for adequate assurance
      of future performance to RRV and continuing until said default is cured or
      such
      adequate assurance of future performance is given by RRV, (ii) during the
period
      of
      time following either RHINO’s or RRV’s termination of this Agreement,
(iii)
      during the time RRV is in breach of this Agreement; (iv) in the event that
      RRV
has
      been
      given 3 or more notices of default, whether or not the defaults are cured,
      during
      the 12 month period immediately preceding the exercise of the right of first
      refusal;
      or (v) following any Party’s giving of written notice to terminate this
Agreement
      at the expiration of the then existing Term for the same.

     

    2.10.
      RT/RREVs Not Consumer Products. All of the Parties acknowledge and agree
that
      the
      RT/RREVs are not ‘consumer products’ and that they are not to be sold to any
      Person

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    for
      personal, family or household purposes. All of the RT/RREVs are to be
      manufactured, sold
      and
      delivered to Governmental Agencies solely for their use by First Responders
      incident to
      the
      conduct of their governmental and professional responsibilities.

     

    2.11.
      Reciprocal Development Recoupment Payments. AEP and RHINO have all
expended
      considerable time, money, labor, resources and other expense (collectively,
      the
“Development
      Costs”) developing the RT/RREV Prototype with the hope and expectation
that
      the
      business realized by this Agreement will allow them both to recoup and/or
      amortize such
      an
      investment of Development Costs over the useful life of this Agreement (whatever
      that
      may
      be). AEP and RHINO have fixed the amount of such Development Costs at
$250,000
      for each of them (the “Development Cost Amount”). Since AEP and RHINO are
“Joint
      Owners” and “Inventors” of the RT/RREV Prototype they desire that if either of
      them should
      terminate this Agreement before the fourth (4th) extension of the initial
      Term hereof (i.e.,
      before the expiration of the time periods shown in the Table in §2.5) then each
      Party shall
      pay
      to the other a ‘Development Cost Recoupment Fee’ of $1,000 from the sale, lease
      or other
      distribution of each RT/RREV sold by such Party after the termination of this
      Agreement
      until each Party shall have recouped the amount of its respective, outstanding
      Development
      Cost Amount; provided, however, that both Parties’ Development Cost Amount
shall
      be
      reduced during the Term of this Agreement (as the same may be extended from
      time
to
      time)
      by the amount of $1,000 for each RT/RREV purchased by RRV under the terms
hereof1.

     

    3.
      MANUFACTURING.

     

    3.1.
      Manufacture. During the term of this Agreement, RHINO shall manufacture,
fabricate
      and assemble the RT/RREVs for RRV according to the Exhibit A Specifications
      in
the
      amount or number of such RT/RREVs designated in any Purchase Orders that RRV
      may
submit
      to
      RHINO; provided, however, that the amount set forth in the Purchase Orders
      does
not
      materially deviate from the Forecasts and are otherwise consistent with the
      terms and conditions
      contained herein.

     

    3.2.
      Duty to Manufacture. RHINO shall: (a) establish and thereafter maintain
      sufficient manufacturing
      capacity to produce RT/RREVs in quantities sufficient to fill RRV’s projected
periodic
      requirements, as set forth in RRV’s periodic Forecasts; provided, however, that
      such Forecasts
      do not exceed twenty percent (20%) of the immediately preceding Forecast
delivered
      to RHINO; provided, further, however, that RHINO shall not be required to
      acquire additional
      facilities, plants or equipment to carry out the Forecasts if and when such
      Forecasts increase
      in quantity; (b) use its reasonable efforts to maintain a sufficient level
      of
      inventory of the
      RT/RREVs (and/or the component parts necessary) to fulfill RRV’s purchase orders
consistent
      with the Forecast; (c) at its expense, buy all raw materials and component
      parts
necessary
      to manufacture, fabricate and/or assemble such quantities of the RT/RREVs to
      fulfill
      RRV’s Purchase Orders; and (d) purchase, manufacture, assemble and/or fabricate
      at its

    
       

      
        

      

    

    1
      For example, but not by way of limitation, if RHINO terminated this Agreement
      effective December 31, 2011, and RRV had purchased the number of RT/RREVs shown
      in the Table in §2.5, then each Party’s outstanding, unrecouped “Development
      Cost Amount” would be the sum of $100,000, determined as follows: The amount of
      the Development Cost Amount on the date of this Agreement [i.e., $250,000],
      LESS
      an amount equal to $1,000 TIMES the number of RT/RREVs purchased by RRV in
      the
      initial Term [i.e., 10 x $1,000 + $10,000], the First Renewal Term [i.e., 20
      x
      $1,000 + $20,000], the Second Renewal Term [i.e., 40 x $1,000 + $40,000], and
      the Third Renewal Term [i.e., 80 x $1,000 + $80,000] – all for a total of
      $150,000.)

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    expense
      any dies, jigs, molds, patterns and tools necessary to manufacture, assemble
      and/or fabricate
      at its expense the RT/RREVs.

     

    3.3.
      RHINO’s Failure to Manufacture. The Parties recognize that the amount and
      timing of
      RRV’s
      demand for the RT/RREVs is not certain or predictable; consequently, RHINO
      may
be
      unable
      to fill all of RRV’s orders as they are received. Should demand for the RT/RREVs
exceed
      RHINO’s supply and/or ability to produce the number or volume of RRV’s demand
for
      the
      same, then notwithstanding anything else to the contrary contained or implied
      in
      this Agreement:

     

    3.3
      (a)
      RRV may order the manufacture of RT/RREVs from any competitor of RHINO
      and
      in so doing disclose the Specifications concerning the same (subject to a
Confidentiality
      and Non-Disclosure Agreement) to such competitor to effect the manufacture
      and delivery of any RT/RREVs that RHINO is unable or unwilling to produce,
      manufacture and/or deliver for or to RRV;

     

    3.3
      (b)
      When RHINO is next able to receive and process further Purchase Orders for
      RT/RREVs
      from RRV then it shall so notify RRV of the same in a written notice
under
      this Agreement, and RRV shall thereafter direct any new or different orders
      first
      occurring after the receipt of such notice back to RHINO. The Parties intend
      that, to
      the
      extent reasonably possible, RHINO shall manufacture, assemble and fabricate
      all
      orders of RT/RREVs that RRV shall make from time to time.

     

    3.4.
      Tooling. RHINO is responsible for routine/periodic/preventive maintenance
      on all tools
      used by it to manufacture, fabricate and/or assemble the RT/RREVs, and for
      any
      repairs and
      replacements of the same, which shall be at RHINO’s sole cost and
      expense.

     

    3.5.
      Specifications. RHINO shall manufacture all RT/RREVs according to the
      Exhibit A Specifications.
      RHINO and RRV may jointly amend the Exhibit A Specifications from time
to
      time;
      provided, however, that in the event of such a change RRV and RHINO shall
mutually
      agree in good faith to the timing, scope and nature of the change as well as
      any
related
      pricing increases or delivery changes. RRV will not be responsible for material
      made obsolete
      by changes in Specifications beyond quantities corresponding to RRV’s Purchase
Orders
      and Forecasts and RHINO’s obligations to build reasonable amounts of inventory.
      At RRV’s
      sole discretion, components, other than those designated in the Specifications,
      may be designated
      to RHINO for the assembly of the RT/RREVs. RRV and RHINO will negotiate in
      good
      faith to arrive at pricing adjustments due to changes in components and
      component sourcing.

     

    3.6.
      Cooperation. RRV shall provide such reasonable information, assistance
      and cooperation
      and execute such documents (without incurring any financial cost) as may be
      necessary
      for RHINO (at RHINO’s expense) to secure any required EPA and/or CARB
approval
      and for RHINO to satisfy any applicable requirements for the use, manufacture
      and/or
      distribution of the RT/RREVs pursuant to the EPA and/or CARB approval(s).
      Further, RHINO
      shall cooperate with RRV and allow quality audits upon reasonable notice and
      at
reasonable
      times to be conducted to ensure conformance with the EPA and/or CARB
approval(s)
      and RRV quality standards (the latter of which have been disclosed to RHINO
      in
the
      Exhibit A Specifications).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    3.7.
      Covenants, Warranties and Representations. RHINO covenants with RRV, and
warrants
      and represents to RRV, that:

     

    3.7
      (a)
      The RT/RREVs be free from defects in materials, manufacturing, assembly,
fabrication
      and/or workmanship;

     

    3.7
      (b)
      All RT/RREVs supplied by RHINO to RRV under this Agreement shall be manufactured
      in strict compliance with the Specifications and all applicable laws,
governmental
      rules and regulations (including, without limitation, EPA and CARB rules
      and
      regulations);

     

    3.7
      (c)
      Except for the Honda power train (which may be “rebuilt” if the same is
rebuilt
      by Honda or its authorized agents and accompanied by a Honda warranty for
the
      same), all RT/RREVs supplied by RHINO to RRV under this Agreement shall be
      manufactured
      using brand new, “never used” component parts and materials;

     

    3.7
      (d)
      RHINO has a continuing duty to, and shall, warn RRV regarding any latent or
      patent
      defect that it may ever discover regarding any RT/RREVs sold hereunder,
which
      duty shall survive the termination of this Agreement;

     

    3.7
      (e)
      At all times relevant to this Agreement, and during any Term hereof, RHINO
      shall
      procure, keep and maintain at its sole cost and expense (and require its
      subcontractors to
      maintain) any and all insurance necessary and appropriate to cover its
obligations
      set forth herein and RHINO shall maintain a policy or policies of insurance
      for the following:

     

    (i)
      Product liability insurance concerning any RT/RREVs sold
hereunder,
      including coverage for any recalls of any RT/RREVs sold hereunder,
      in amounts to be approved by RRV;

     

    (ii)
      Workers’ Compensation and employer’s liability insurance
covering
      all employees engaged in the performance of this agreement for claims
      arising under an applicable Workers’ Compensation and occupational
      disease acts;

     

    (iii)
      Commercial general liability insurance protecting RHINO
against
      claims for bodily injury, personal injury and property damage. Such
      insurance shall be on an occurrence basis providing single limit coverage
      in an amount not less than $1,000,000 per occurrence with an annual
      aggregate of not less than $2,000,000;

     

    (iv)
      Property damage insurance coverage on all of RHINO’s
personal
      property, trade fixtures, and RHINO owned alterations and utility installations
      at its principal place of business. Such insurance shall be full replacement
      cost coverage with a deductible of not to exceed $1,000 per occurrence.
      The proceeds from any such insurance shall be used by RHINO
      for
      the replacement of such personal property, trade fixtures and RHINO
      owned alterations and utility installations; and

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (v)
      Business Interruption insurance covering RHINO against loss of
income
      and extra expense insurance in such amounts as will reimburse RHINO
      for
      direct or indirect loss of earnings attributable to all perils commonly
      insured against by prudent business owners engaged in a business
      such as RHINO’s or attributable to prevention of access to its premises
      as a result of such perils.

     

    RRV
      shall
      be named as an ‘Additional Insured’ on RHINO’s products liability insurance
      and commercial general liability insurance if such status results in no
significant
      increase in the premiums for the same. RHINO shall provide RRV with written
      evidence that all of the above insurances are in force before the Effective
      Date
and/or
      any renewal of any Term. No such insurance policy shall be cancelable or
subject
      to modification except after thirty (30) days’ prior written notice to RRV.
RHINO
      shall, at least 10 days prior to the expiration of any such policies, furnish
      RRV
      with
      evidence of renewals or “insurance binders” evidencing renewal thereof, or
RRV
      may
      order such insurance and charge the cost thereof to RHINO, which amount
shall
      be
      payable by RHINO to RRV upon demand. Such policies shall be for a term
of
      at
      least one year, or the length of the remaining Term of this Agreement,
whichever
      is less.

     

    3.7
      (f)
      All RT/RREVs supplied by RHINO to RRV under this Agreement shall be subject
      to the terms of RHINO’s warranty attached to this Agreement as Exhibit C;
and

     

    3.7
      (g)
      The above covenants, warranties and representations set forth the limits of
      RHINO’s
      responsibility for manufacture, delivery and sale of the RT/RREVs to RRV
hereunder.
      EXCEPT AS EXPRESSLY CONTAINED HEREIN, RHINO STATES THAT
      NO
      OTHER WARRANTIES, EXPRESS OR IMPLIED, CONTAINED IN THE
      UNIFORM COMMERCIAL CODE OR OTHERWISE (INCLUDING, WITHOUT
      LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
      PURPOSE AND MERCHANTABILITY) SHALL APPLY TO THE RT/RREVs
      SOLD OR AGREED TO BE FURNISHED HEREUNDER AND RRV ACKNOWLEDGES
      THAT THE PRODUCTS SOLD HEREUNDER ARE BEING SOLD
“AS
      IS” AND “WHERE IS” AND ALL OTHER WARRANTIES ARE EXCLUDED.
      FURTHER, RHINO IS NOT RESPONSIBLE FOR ANY MISUSE, RECONFIGURATION
      OR ALTERATION OF ANY RT/RREVs IF SUCH MISUSE,
      RECONFIGURATION OR ALTERATION CAUSES ANY DEFECT, DAMAGE
      OR
      BREACH OF WARRANTY IN OR TO ANY RT/RREV MANUFACTURED
      OR DELIVERED TO RRV HEREUNDER. RHINO SHALL IN NO
      EVENT
      BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, OR SPECIAL
      DAMAGES HEREUNDER. FURTHER, RHINO AND ITS AFFILIATES AND
      RELATED PERSONS SHALL NOT BE LIABLE IN CONTRACT, TORT OR OTHERWISE
      FOR DAMAGE OR LOSS OF OTHER PROPERTY, EQUIPMENT, PROFITS,
      REVENUE, COST OF CAPITAL, OR ANY OTHER TYPE OF LOSS RELATED
      TO THE MANUFACTURE AND SALE OF THE RT/RREVS. IN NO EVENT
      SHALL RHINO’S LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE
      OF
      ANY DEFECTIVE OR NON-CONFORMING RT/RREV VEHICLE SOLD
      HEREUNDER. ANY ACTION BROUGHT AS A RESULT OF A DEFECTIVE,
      DAMAGED OR NON-CONFORMING RT/RREV MUST BE

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    BROUGHT
      WITHIN THREE (3) YEARS FROM THE DATE OF SALE OR FOREVER
      BE BARRED.

     

    3.8.
      Actions, Suits or Proceedings. RHINO has no knowledge of any actions,
      suits or proceedings
      pending or threatened before any commission, board, bureau, agency, arbitrator,
      court
      or
      tribunal against it, or that would affect its ability to perform its obligations
      under this Agreement.

     

    3.9.
      Record Keeping. RHINO shall maintain complete and accurate records for
      such periods
      as may be required by applicable law of all RT/RREVs sold to RRV, and RRV and
      its representatives
      and auditors for regulatory certification and the like, shall have full access
      during
      business hours to all such records. Such access shall not be unreasonably
      withheld.

     

    3.10.
      Indemnification. In the performance of this agreement, RHINO shall take
      all reasonably
      necessary precautions to prevent the occurrence of any injury (including death)
      of any
      persons, or any damage to any property arising out of acts or omissions of
      RHINO’s agents,
      employees, sub-contractors or Related Persons, relating to RHINO’s obligations
hereunder
      and, except to the extent that any such injury or damage is due directly and
      solely to
      RRV’s
      negligence or intentional bad acts, shall indemnify, defend, protect and hold
      RRV, its
      Affiliates and/or its Related Persons harmless for, from and against any and
      all
      costs, losses,
      expenses, damages, claims, suits or any liability whatsoever, including
      attorneys’ and experts’
      fees, arising out of any acts or omissions of RHINO, its Affiliates and/or
      Related Persons,
      including strict liability. RRV shall indemnify, defend, protect and hold RHINO,
      its Affiliates
      and Related Persons harmless for, from and against any and all costs, losses,
      expenses,
      damages, claims, suits or any liability whatsoever, including attorneys’ and
      experts’ fees,
      arising out of any acts or omissions of RRV, its Affiliates and/or Related
      Persons, including
      strict liability.

     

    3.11.
      RT/RREV Recalls. In the event of any recall of any RT/RREV as a result of
      any government
      investigation or substantial and serious customer complaints or significant
      numbers
      of product defects, the Parties will cooperate fully with each other in
      effecting such recall.
      RHINO shall first exert its reasonable best efforts to promptly replace any
      recalled RT/RREVs
      with RT/RREVs of the same type and number. In the event RHINO determines in
      good
      faith that replacing the RT/RREVs is commercially unreasonable, RHINO shall
      refund to
      RRV
      the price of the RT/RREVs. RHINO is responsible for any cost associated with
      the
manufacture
      of the product that doesn’t meet the written Specifications.

     

    4.
      FORECASTS, ORDERS AND
      SHIPMENTS.

     

    4.1.
      Forecasts. RRV will provide RHINO with monthly Forecasts concerning
      anticipated future
      orders of RT/RREVs within the next succeeding six (6) months. The Forecasts
      will
      be good-faith
      estimates of RRV’s projected purchases of RT/RREVs, and RRV shall have no
liability
      to RHINO for failure to purchase the quantities of RT/RREVs projected during
      any
Forecast.
      RHINO will have no liability to RRV for failure to manufacture any quantities
      forecasted.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    4.2.
      Orders. All of RRV’s orders of RT/RREVs shall be assembled, fabricated
      and manufactured
      by RHINO at its principal offices set forth on the signature page of this
Agreement
      during the Term hereof, as the same may be extended from time to time. RRV
      shall
      issue Purchase Orders for its requirements of RT/RREVs at least one hundred
      and
twenty
      (120) days prior to shipment(s) specified in such Purchase Orders. RHINO shall
      deliver
      the completed RT/RREVs within one hundred and twenty (120) days of its receipt
      of any
      Purchase Orders. RRV may submit Purchase Orders for RT/RREVs by facsimile or
      email, followed
      by written confirmation by regular first class mail. Each Purchase Order shall
      include
      the specific quantity of RT/RREVs. All orders shall be shipped to RRV’s
      principal place
      of
      business set forth in this Agreement. Within five (5) business days following
      the receipt
      of an order, RHINO shall notify RRV of any anticipated problems in fulfilling
      that order.
      Failure to provide such notice shall conclusively be deemed an acceptance of
      such Purchase
      Order. Such notification may be given verbally by telephone to the Purchasing
      Department
      at RRV, but if given verbally must be followed by written confirmation by email,
      fax
      or
      regular first class mail. To the extent that the terms and conditions on any
      Purchase
      Order or on any quotation, order acknowledgment or invoice are in conflict
      with
      the provisions
      of this Agreement, the provisions of this Agreement shall be controlling unless
      specifically
      agreed to the contrary in writing by the relevant Parties hereto. To the extent
      that the
      terms
      and conditions on any Purchase Order are in conflict with the terms and
      conditions of
      RHINO’s order acknowledgment or invoice, the provisions of such Purchase Order
      shall be controlling.
      In the event of any discrepancy between any Purchase Order accepted by RHINO
      and
      this
      Agreement, the terms of this Agreement shall govern.

     

    4.3.
      Initial Order. Upon the complete execution of this Agreement, and subject
      to the terms,
      covenants and conditions contained herein (including, but not limited to, any
      conditions
      precedent or subsequent), RRV shall concurrently with the execution of this
      Agreement
      by all Parties place an initial order for ten (10) RT/RREVs at
      a per unit price in the
      amount set forth in Exhibit D to this Agreement (the “Price”).

     

    4.4.
      Non-Conforming Goods. RRV may reject (and shall not be obligated to pay
      for) any RT/RREVs
      that are defective or fail to conform in all material respects to the Exhibit
      A
Specifications
      and said RT/RREVs shall be returned to RHINO for replacement. RRV reserves
      the right to inspect any RT/RREVs before paying for them, without regard to
      the
manner
      of
      shipment or the fact that the goods may be shipped by RHINO under
      reservation.

     

    4.4
      (a)
      Notice of Rejection/Revocation of Acceptance. RRV shall notify RHINO of
any
      RT/RREVs delivered to RRV that are being rejected as defective or as
      nonconforming within
      five (5) business days of delivery to RRV and any rejections received
      by or given to RHINO after that date shall be null and void. Any such
notice:
      (i) shall be in writing; (ii) shall specify the shipment of RT/RREVs being
      rejected
      and the vehicle identification numbers of any rejected RT/RREVs; and (iii)
      shall
      specify that such RT/RREVs are defective or fail to conform to the applicable
      product
      Specifications at the time of their delivery and detail with reasonable
precision
      how such RT/RREVs fail to conform to Specifications or are otherwise
defective.
      RRV will also request a Return Authorization Number so that the RT/RREVs
      can be reworked, replaced or credited. Nothing in this Section shall limit
      or
      impair
      RRV’s right to revoke any acceptance of any RT/RREVs, but the form of
any
      such
      notice of revocation of acceptance shall be as set forth in this
      subsection.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    4.4
      (b)
      Handling of Rejected RT/RREVs. In the case of any RT/RREVs rejected under
      subsection (a) RHINO shall pay the cost of return shipment. RHINO will
replace
      all such defective and non-conforming RT/RREVs thereof. If RHINO determines
      in good faith that it is commercially unreasonable to replace the RT/RREVs,
      RHINO shall refund to RRV the price of the RT/RREVs, if paid.

     

    4.4
      (c)
      Complaints. RRV shall promptly refer to RHINO for review and evaluation
any
      complaints, demands or notices received by RRV by or on behalf of a customer
      or
      any
      Third Party.

     

    4.5.
      Shipment and Delivery.

     

    4.5
      (a)
      Shipment F.O.B. RRV’s Place of Business. RHINO will ship RT/RREVs in
accordance
      with the shipping instructions provided by RRV’s Purchase Order. All
shipments
      will be made F.O.B RRV’s principal place of business.

     

    4.5
      (b)
      Delivery Date. Subject to the terms of §4.2 [regarding “Orders”], RHINO will
ship
      RT/RREVs so that they are delivered on RRV’s due-at-dock date specified in
each
      Purchase Order (“Delivery Date”). Deliveries will be considered on-time if they
are
      made
      no more than five (5) Business Days earlier than the Delivery Date and
three
      (3)
      business days after the Delivery Date. Partial deliveries are permitted when
      authorized
      by RRV’s Purchasing Department. RHINO is not responsible for delays in
shipping
      once such deliveries are placed with a reputable carrier.

     

    4.5
      (c)
      Governmental Approvals. The ultimate shipment of orders to RRV shall be
subject
      to the right and ability of RHINO to make such sales and obtain required
licenses
      and permits, under all decrees, statutes, rules and regulations of any
government
      within the Territory and any agencies or instrumentalities thereof presently
      in effect or which may be in effect. RRV hereby agrees:

     

    (i)
      to
      assist RHINO in obtaining any such required licenses or permits by
      supplying such documentation or information as may be requested by RHINO;

     

    (ii)
      to
      comply with such decrees, statutes, rules and regulations of the government
      of any government within the Territory and any agencies or instrumentalities
      thereof;

     

    (iii)
      to
      maintain the necessary records to comply with such decrees, statutes,
      rules and regulations;

     

    (iv)
      not
      to re-export any RT/RREVs except in compliance with such decrees,
      statutes, rules and regulations;

     

    (v)
      to
      obtain all governmental approvals and licenses necessary to import
      the RT/RREVs into the Territory;

     

    (vi)
      not
      to sell, transfer or otherwise dispose of the RT/RREVs in violation
      of the export laws of any government within the Territory; and

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (vii)
      to
      indemnify, defend, protect and hold harmless RHINO for, from and
      against any and all fines, damages, losses, costs and expenses (including
      reasonable attorneys’ fees) incurred by RHINO as a result of any
      breach of this subsection by RRV or any of RRV’s customers

     

    4.5
      (d)
      Risk of Loss. Title and risk of loss will pass to RRV upon delivery of the
      RT/RREVs
      to RRVs principal place of business set forth in this Agreement.

     

    4.6.
      Invoicing and Payment. All amounts due and payable with respect to any
      RT/RREV delivered
      by RHINO in accordance with the preceding subsection and accepted by RRV shall
      be
      paid
      in full within thirty (30) days after RRV’s receipt of an invoice covering such
RT/RREV.
      All such amounts shall be paid by wire transfer, to such bank or account as
      RHINO
      may
      from time to time designate in writing. Whenever any amount hereunder is due
      on
      a day
      which is not a day on which banks in Las Vegas, Nevada are open for business
      (a
“Business
      Day”), such amount shall be paid on the next such Business Day. Amounts
hereunder
      shall be considered to be paid as of the day on which funds are received by
      RHINO’s
      bank.

     

    4.7.
      Interest. All amounts due and owing to RHINO hereunder but not paid by
      RRV on the
      due
      date thereof shall bear interest (in USD) at the rate of ten percent (10%)
      per
      annum, simple
      interest. Such interest shall accrue on the balance of unpaid amounts from
      time
      to time outstanding
      from the date on which portions of such amounts become due and owing until
      payment
      thereof in full.

     

    5.
      PRICING.

     

    5.1.
      Price. For the initial Term of this Agreement, the RHINO shall charge RRV
      for each RT/RREV
      purchased by RRV the unit Price set forth on Exhibit D. The Price is exclusive
      of any
      state
      and local sales and use taxes, but inclusive of shipping, freight and insurance
      charges.
      Any late payments shall bear interest equal to ten percent (10%) per annum,
      plus
      all reasonable
      costs, fees and expenses of collection, including arbitration and/or court
      costs
      and reasonable
      attorneys’ fees, experts’ fees and expenses, including any ‘Costs and Fees’
described
      in §13.2.

     

    5.2.
      Price Increase/Decrease. After the initial Term expires, RHINO may
increase/decrease
      the Price twice a year based on increases or decreases in RHINO’s actual
costs
      of
      labor, materials and other input costs. The Price increases/decreases will
      be
      submitted to
      RRV in
      January for implementation in April or July for implementation in October (as
      the case
      may
      be) of said year. Reasonable written documentation must be provided for all
      price increases.
      Requested increases or decreases cannot exceed five per cent (5%) per year
      unless RHINO’s
      actual costs exceed such figure. RRV reserves the right to audit any price
      increase at
      its
      sole cost at its sole discretion and RHINO will negotiate in good faith to
      arrive at pricing adjustments
      due to changes in design, components, or component sourcing.

     

    5.3.
      Disparity in Price Quote to Governmental Agency and Later Price Increase. Due
      to
the
      nature of government contracts and procurement, Prices for RT/RREVs quoted
      to
Governmental
      Agencies may be relied on them for several weeks or months before orders for
      RT/RREVs
      are placed by them. Moreover, once a Price quote is given to a Governmental
      Agency
      for an RT/RREV it is sometimes practically impossible to change it due to Price
      increases
      or the like, especially during the procurement cycle. Accordingly, if an actual
      Price

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    increase
      is first announced by RHINO, or first occurs, after a Price quote is given
      by
      RRV to a
      Governmental Agency then RRV and RHINO shall equally ‘split’ between them any
      loss occasioned
      by any sale to such Governmental Agency that may occur thereafter based upon
      such
      circumstances.

     

    5.4.
      Price Reduction. RHINO and RRV shall work together to identify and reduce
      costs in the
      manufacture, fabrication and assembly of the RT/RREVs. At least annually by
      the
      end of the
      third
      quarter (i.e., by September 30th
of each year), RHINO
      shall use its reasonable efforts to
      furnish RRV with an analysis of potential cost savings which could reasonably
      be
anticipated
      by changes in the following areas: tooling, raw materials, component parts,
      methods
      of production, testing and inspection, packaging and special handling, assembly
      and shipping,
      third party vendors, audits, product design and specification, and quantity
      of
      product purchased,
      but such savings shall not include relocation of plants, purchases of new
equipment
      or renegotiation of existing agreements with vendors and employees (“Value
Engineering”).
      Upon RRV’s request to be made no more than once per year, RHINO shall
prepare
      an alternate quote that incorporates RRV’s recommendations for cost
      savings.

     

    5.5.Validation
      Costs. RHINO will pay any charges, relating to the validation of any process
      or
      procedure necessary to manufacture, fabricate or assemble the RT/RREVs that
      are
considered
      reasonable and normal for the validation of subject process(es) or
      procedure(s).

     

    6.
      MANUFACTURER’S OTHER OBLIGATIONS.

     

    6.1.
      Marketing and Technical Assistance. RHINO shall provide RRV, without
      charge, with
      such
      marketing and technical assistance as RHINO may in its discretion consider
      necessary
      to assist with the promotion of the RT/RREVs.

     

    6.2.
      Training. RHINO shall provide training to RRV’s personnel at RHINO’s
      offices or designated
      facility in connection with the marketing and sale maintenance of the RT/RREVs.
      RHINO
      shall designate maintenance and support personnel to assist RRV in its sole
      discretion.
      All expenses associated with training will be at the sole cost of
      RRV.

     

    7.
      PROPERTY RIGHTS.

     

    7.1.
      Disclaimer of Intellectual Property Rights or Confidential Information
      in
      RT/RREVs.

     

    7.1
      (a)
      No Intellectual Property Rights in any RT/RREV. All of the Parties to this
      Agreement
      acknowledge and agree that
      AEP, RRV and RHINO are “Joint Owners”2and
      “Joint Inventors”3with respect
      to the
      design, invention, testing and development of
      the
      Prototype RT/RREV and any RT/RREV described in the Specifications within
the
      meaning of Title 35 of the United States Code. However, none of the
      Parties

     
      
        

      

    

    2
      35 U.S.C. 262 provides:

    “Joint
      owners. In the absence of any agreement to the contrary, each of the joint
      owners of a patent may make, use, offer to sell, or sell the patented invention
      within the United States, or import the patented invention into the United
      States, without the consent of and without accounting to the other
      owners.”

    3
      35 U.S.C. 116 provides:

    “Inventors.
      When an invention is made by two or more persons jointly, they shall apply
      for
      patent jointly and each make the required oath, except as otherwise provided
      in
      this title. Inventors may apply for a patent jointly even though (1) they did
      not physically work together or at the same time, (2) each did not make the
      same
      type or amount of contribution, or (3) each did not make a contribution to
      the
      subject matter of every claim of the patent.”

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    presently
      believes or expects that either the whole and/or any part of the RT/RREV,
as
      currently shown in the Exhibit A Specifications, is subject to any Intellectual
      Property
      Rights of any of the Parties, nor do any of the Parties believe or expect that
      the
      RT/RREV, as currently shown in the Specifications, could be subject to any
      Intellectual
      Property Rights of any of the Parties given the nature of its design,
invention,
      testing and/or development. Further, the Parties acknowledge and agree
that
      the
      terms ‘rough terrain,’ ‘rough terrain vehicle,’ ‘RTV,’ ‘rapid response
emergency
      vehicle,’ and/or ‘rapid response vehicle’ (or words of similar import) so
directly
      and immediately convey some knowledge of the characteristics of the RT/RREV,
      and are otherwise so descriptive and generic, as to render those terms
unavailable
      for Federal or State trademark or trade name designations or protection4. Accordingly,
      the Parties disclaim and renounce vis-à-vis each other any right, title,
claim
      or
      interest in or to any Intellectual Property Rights pertaining to the
RT/RREVs;
      provided, however, that nothing in this Section shall affect or impair the
      right
      of
      any Party in or to such Party’s Trademarks.

     

    7.1
      (b)
      Limited Nature of Confidential Information. All Parties to this Agreement
presently
      and jointly have and claim as ‘Confidential Information’ the idea, notion or
concept
      of a ‘rough terrain, rapid response emergency vehicle,’ as (to the Parties’
current
      knowledge) no such vehicle currently exists within, or is used by, any
Governmental
      Agency5.
      Moreover, all Parties to this Agreement presently and jointly have
      and
      claim as ‘Confidential Information’ the idea, notion or concept of a ‘rough
terrain,
      rapid response emergency vehicle’ set forth in the Specifications. However,
all
      Parties to this Agreement realize that these ideas, notions or concepts of
      a
‘rough terrain,
      rapid response emergency vehicle’ will generally cease to be ‘Confidential
Information’
      when one or more RT/RREVs (including the Prototype RT/RREV) are first
      displayed in the public domain, and that it would be relatively simple for
      any
competitor
      to decompile or reverse engineer the same once it is in the public domain
as
      the
      means, methods and component parts for manufacturing, assembling and
fabricating
      the same are common knowledge and already in the public domain. Accordingly,
      except for Confidential Information that any Party may hereafter first
develop
      or acquire (e.g., customer identities and lists, the particular demands and
      ordering
      habits of various Governmental Agencies, the price points for sales to
various
      Governmental Agencies, etc.) the Parties disclaim and renounce vis-à-vis
each
      other any right, title, claim or interest in or to any Confidential Information
      pertaining
      to the design, engineering, manufacture, fabrication, assembly, development
      and/or creation of the Prototype RT/RREV and or any RT/RREV described
      in the Specifications.

     

    7.1
      (c)
      Effect of Termination of this Agreement. Upon the termination of this
Agreement
      for any reason, any Party to this Agreement may fully and freely participate
      in the designing, engineering, manufacturing, fabricating, assembling,
developing,
      marketing and and/or distributing of RT/RREVs to any Person anywhere
in
      the
      world without restraint of any kind and without violating any Intellectual
      Property
      Rights or Confidential Information of any other Party to this
      Agreement.

    
       

      
        

      

    

    4
      Indeed, RHINO twice sought to obtain trademark protection for similar terms
      with
      the United States Patent and Trademark Office (the “PTO”), but was unable to
      obtain it for the reasons stated in the records of that office. See PTO files
      for Serial numbers 78/772002 and 78/771976.

     

    5
      Except, perhaps, by the United States military, but then only with respect
      to
      combat operations.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    8.
      PRODUCT LIABILITY CLAIMS/LITIGATION.

     

    8.1.
      RT/RREV Liability Claims. Each Party shall notify each other party
      promptly in writing
      of any product liability claim or action brought with respect to any RT/RREV(s)
      based
      on
      alleged defects in the manufacture, fabrication, assembly or labeling of the
      RT/RREVs
      or other adverse claim regarding the RT/RREVs. RHINO shall be responsible for,
      and
      shall
      indemnify, defend, protect and hold RRV and its Affiliates and Related Persons
      harmless
      for, from and against any and all such claims, demands, causes of action,
      losses, liabilities,
      damages, judgments, costs and expenses (including, without limitation,
      reasonable attorneys’
      and experts’ fees and litigation costs) arising out of or relating to the
      manufacture, fabrication,
      assembly or labeling of the RT/RREVs. RRV shall be responsible for, and shall
      indemnify,
      defend, protect and hold RHINO and its Affiliates and Related Persons harmless
      for,
      from
      and against any and all such claims, demands, causes of action, losses,
      liabilities, damages,
      judgments, costs and expenses (including, without limitation, reasonable
      attorneys’ and
      experts’ fees and litigation costs) arising out of or relating to damage or
      liability caused by
      any
      after market installation of any Accessory on (or reconfiguration or misuse
      by
      RRV of)
      any
      RT/RREVs, or any negligence or intentional bad acts of RRV or Related Persons.
      Nothing
      in this Section shall be construed as requiring any Party to conduct and/or
      assume any
      other
      Party’s defense against any claim or action described herein if such claim or
      action is
      based
      on the negligent conduct, acts or omissions or intentional wrongdoing of the
      other Party.
      The provisions of this subsection shall survive any termination of this
      Agreement, whether
      upon expiration or termination by either party.

     

    8.2.
      Notice of Claims. Each Party to this Agreement shall promptly notify each
      other, in writing,
      of any potential or actual litigation or known governmental activity relating
      to
      the RT/RREVs
      based on any alleged design related deficiencies of the RT/RREVs, or other
      adverse
      claim regarding the design or engineering of the RT/RREVs. Since AEP, RRV and
      RHINO
      jointly developed the RT/RREVs they shall all be responsible to defend and
      respond to
      all
      such claims, demands, causes of action, losses, liabilities, damages, judgments,
      costs and
      expenses, including, without limitation, reasonable attorney’s fees and
      litigation costs, arising
      out of or relating to the design of this RT/RREVs. The provisions of this
      subsection shall
      survive any termination of this Agreement, whether upon expiration or
      termination by either
      party.

     

    9.
      NONDISCLOSURE.

     

    9.1.
      Preservation of Confidential Information.

     

    9.1
      (a)
      Each Party recognizes the importance to the other Party of that Party’s
Confidential
      Information, and such information is critical to the business of the
disclosing
      Party. Each Party recognizes that neither Party would enter into this
Agreement
      without assurance that its Confidential Information and the value thereof
will
      be
      protected as provided in this Article 9 and elsewhere in this
      Agreement.

     

    9.1
      (b)
      All Confidential Information shall remain the property of the disclosing Party.
      The
      receiving Party shall hold in strict confidence the disclosing Party’s
      Confidential Information
      and with no less than the same degree of care that it holds its own confidential
      and proprietary information and it will take all reasonable precautions to
      protect
      such Confidential Information. The receiving Party shall not disclose such
      information
      to a third Party without the prior written approval of the disclosing
      Party.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    The
      receiving Party will use the disclosing Party’s Confidential Information only
      for the
      purposes and under the circumstances provided in this Agreement.

     

    9.1
      (c)
      Upon any termination of this Agreement, each Party will return the other
Party’s
      Confidential Information and all documents or media containing any such
Confidential
      Information to the other Party, except that the receiving Party has the
right
      to
      keep one copy of such information for legal purposes (which shall remain
subject
      to the confidentiality provisions set forth herein), including, but not limited
      to, copies
      of
      all documentation required by the EPA and/or CARB.

     

    9.1
      (d)
      Each Party acknowledges and agrees that the other Party shall be entitled to
      appropriate
      equitable relief in addition to whatever remedies it may have at law in the
      event
      of
      a breach by the other Party of its covenants contained in this Article 9. The
      foregoing
      provision is in addition to, and not in limitation of, any and all remedies
      at
law,
      in
      equity or otherwise, that the non-breaching Party may have upon the other
Party’s
      breach of this Agreement.

     

    9.2.
      Third Party Request for Information. Except as otherwise provided in this
      Agreement, any
      Party
      shall immediately notify the other Party of any private or governmental request
      for Confidential
      Information or any other information or documents relating to the RT/RREVs
      or
this
      Agreement. Each Party shall have the right to participate in the other Party’s
      response to any
      such
      request. If a Party receives any legal instrument requiring the production
      of
      data, work
      papers, reports, or other materials relating to this Agreement, that Party
      shall:

     

    9.2
      (a)
      Give the other party, if possible, the opportunity to participate in quashing,
      modifying
      or otherwise responding to any compulsory process in an appropriate and
timely
      manner; and

     

    9.2
      (b)
      Cooperate fully with the other party’s efforts to narrow the scope of any such
compulsory
      process, to obtain a protective order limiting the use or disclosure of the
      information
      sought, or in any other lawful way to obtain continued protection of the
Confidential
      Information.

     

    9.3.
      Reporting Loss, Theft or Misappropriation. If either party becomes aware
      of the loss, theft
      or
      misappropriation of Confidential Information which is in its possession or
      control, it shall
      notify the other party in writing within ten (10) days of its discovery of
      such
      loss, theft or
      misappropriation.

     

    9.4.
      Survival of Duties. The rights and duties of this Article 9 shall survive
      the termination of
      this
      Agreement, whether upon expiration or termination by either party.

     

    10.
      MUTUAL WARRANTIES AND REPRESENTATIONS.

     

    10.1.
      Corporate Standing; Authority. Each Party to this Agreement represents
      and warrants to
      each
      other Party that it is duly organized, validly existing and in good standing
      under the laws
      of
      the State in which incorporated, and that it has full corporate power and
      authority to carry
      on
      the business presently being conducted by it and to enter into and to perform
      its obligations
      under this Agreement.

     

    10.2.
      Due Authorization. Each Party to this Agreement represents and warrants
      to each other
      Party that it has taken all action necessary to authorize the execution and
      delivery of this

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    Agreement
      and the performance of each Party’s respective obligations hereunder. Each
Party’s
      officer or manager (as the case may be) executing this Agreement on its behalf
      has the legal
      power, right and authority to bind the party to the terms and conditions of
      this
Agreement,
      and when he or she executes and delivers this Agreement and any instruments
      contemplated
      herein, he or she will have the power, right and authority to bind the party
      thereto.

     

    10.3.
      No Violation. Each Party to this Agreement represents and warrants to
      each other Party
      that the execution, delivery and performance of and compliance with this
      Agreement has
      not
      resulted, and to the best of its knowledge will not result, in any violation
      of,
      or be in conflict
      with, or constitute a material default under, any contract, indenture, mortgage,
      agreement,
      instrument, franchise, permit, license, judgment, decree, order, statute, rule
      or regulation
      applicable to it.

     

    11.
      TERM AND TERMINATION.

     

    11.1.
      RRV’s Termination for RHINO’s Default. RRV may, by written notice to
      RHINO, terminate
      this Agreement in whole or in part for default if:

     

    11.1
      (a)
      RHINO fails to perform in accordance with any of the requirements of
this
      Agreement or fails to make sufficient progress so as to endanger performance
      of
this
      agreement after thirty (30) days written notice and opportunity to correct
      any
such
      non-performance, which thirty (30) day period shall be extended if RHINO is
      reasonably
      and in good faith diligently prosecuting a cure; or

     

    11.1
      (b)
      The occurrence of any condition subsequent in RRV’s favor set forth in
§14.3;
      or

     

    11.1
      (c)
      Any such termination for default will be at no cost to RRV except for
completed
      RT/RREVs delivered and accepted by RRV, prior to said termination.

     

    11.2.
      RHINO’s Termination for RRV’s Default. RHINO may, by written notice to
      RRV, terminate
      this Agreement in whole or in part for default if RRV:

     

    11.2
      (a)
      Fails to timely meet its monetary and other payment obligations to RHINO
      under this Agreement after ten (10) days prior written notice and opportunity
      to
      correct any such non-performance;

     

    11.2
      (b)
      Fails to perform in accordance with any of the non-monetary requirements
      of this Agreement after thirty (30) days prior written notice and opportunity
      to correct any such non-performance, which thirty (30) day period shall
be
      extended if RRV is reasonably and in good faith diligently prosecuting a cure;
      or

     

    11.2
      (c)
      The occurrence of any condition subsequent in RHINO’s favor set forth
in
      §14.4.

     

    11.3.
      Termination by Either Party. This Agreement will terminate automatically,
      and without
      notice, on the occurrence of any of the following events:

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    11.3
      (a)
      An assignment for the benefit of creditors by any Party; application by
any
      Party
      for, or consent to the appointment of, a receiver with respect to any
substantial
      part of the Party’s assets; appointment of a receiver; or an attachment or
execution
      levied with respect to any substantial part of the assets of any Party if the
      appointment
      is not vacated, or the attachment or execution is not released, within 30
calendar
      days after the date of appointment or levy; to the extent enforceable, any
      Party
      becomes insolvent or the subject of proceedings under any law relating to
bankruptcy
      or the relief of debtors or admits its inability to pay its debts as they
become
      due; or

     

    11.3
      (b)
      Commitment by any Party, or any principal of any Party, of any crime
involving
      moral turpitude, dishonesty, fraud, or other act that adversely affects the
      business
      reputation of such Party or (by association) the other Parties to this
Agreement.

     

    11.4.
      Termination Rights of Both Parties. If termination is the result of
      events other than default,
      in no event will the terminating party be liable to the other for any costs,
      expenses or damages
      arising from the act of terminating this Agreement according to its terms.
      RHINO
would
      be
      responsible to complete all outstanding Purchase Orders for RT/RREVs ordered
      by
RRV,
      which orders were placed in accordance with any applicable Purchase Orders
      accepted by
      RHINO;
      provided, however, that if RHINO receives any RRV Purchase Order and fails
      to
reject
      the same in by written notice to RRV within five (5) business days of its
      receipt thereof then
      such
      Purchase Order shall conclusively be deemed accepted by RHINO. Any rejection
      of
any
      RRV
      Purchase Order by RHINO shall be accompanied by a written explanation of the
      grounds
      therefore with sufficient detail to permit RRV to cure any perceived defect
      in
      its Purchase
      Order, if applicable. RRV would be responsible to purchase any RT/RREVs that
      were
      the
      subject of outstanding Purchase Orders to RHINO.

     

    11.5.
      Obligations upon Termination. Termination or expiration of this
      Agreement, in whole or
      in
      part, shall be without prejudice to:

     

    11.5
      (a)
      the right of any Party to receive upon its request all payments accrued and
      unpaid,
      or RT/RREVs ordered and not delivered, at the effective date of such
expiration
      or termination;

     

    11.5
      (b)
      the remedy of either Party with respect to any previous breach of any of
the
      representations, warranties or covenants herein contained;

     

    11.5
      (c)
      any rights to indemnification set forth herein; and

     

    11.5
      (d)
      any other provisions hereof which expressly or necessarily call for performance
      after such expiration or termination.

     

    11.6.
      Survival. Notwithstanding the termination of the Agreement, the confidentiality
      provisions
      under Article 9 shall survive and continue under their own terms.

     

    12.
      ASSIGNMENT OF AEP’S INTEREST IN THE RT/RREVs TO RRV. AEP hereby assigns
to
      RRV
      all of its right, title, estate, claims, liens or other interests in or to
      the
      RT/RREV Prototype
      and RT/RREVs, including (but not limited to) its right as a “Joint Owner” and/or
“Inventor”
      of the RT/RREV as enumerated in §7, and its right to recoup any Development
      Costs

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    and/or
      to
      receive payment from RHINO of any Development Cost Amounts as enumerated in
      §2.11,
      and RRV hereby accepts the same.

     

    13.
      DISPUTE RESOLUTION. Any disputes between the parties shall be resolved as
      follows:

     

    13.1.
      Initial Mediation of Disputes. If any claim, controversy or dispute
      between all or any of
      the
      Parties and/or the Parties’ Affiliates and/or Related Persons (who are third
      party beneficiaries
      to the provisions of this §13) arising out of or relating to this Agreement
(including
      any Exhibit hereto), the negotiation or performance of it, or the relationships,
      rights or
      duties
      created by it (whether arising in tort, contract, statute or otherwise - a
      “Dispute”) can not
      be
      resolved through negotiation, then the parties agree to try, in good faith,
      to
      settle the Dispute
      by non-binding mediation in Las Vegas, Nevada administered by the American
      Arbitration
      Association under its Commercial Mediation Rules, and the parties shall equally
      share
      the
      cost thereof; provided, however, that nothing in this subparagraph shall prevent
      any party
      from commencing any appropriate arbitration or legal action simultaneously
      with
      any such
      request for mediation; and provided, further, that no right to a prompt or
      speedy arbitration
      hearing, provisional remedy or trial shall be delayed or postponed because
      of
      any party’s
      ‘unavailability,’ unjustified delay or refusal to participate in such a
      mediation.

     

    13.2.
      Arbitration of Disputes. The Parties acknowledge that this Agreement
      evidences a transaction
      involving interstate commerce. Subject to the provisions of the next subsection
      of this
      section, if any Dispute between the Parties and/or the Parties’ Affiliates
      and/or the Related
      Persons can not be resolved through non-binding mediation in accordance with
      the
preceding
      subsection then it shall be settled by binding arbitration under Title 9 of
      the
      United States
      Code (the “Federal Arbitration Act” or “FAA”), which shall be administered by
      the American
      Arbitration Association (the “AAA”) under its then current Commercial
      Arbitration Rules
      (the “AAA Rules”), and judgment on the award rendered by the arbitrator(s) may
      be entered
      in any court having jurisdiction thereof. The arbitrator(s) shall liberally
      construe the term
      “Dispute” so as to permit or allow the arbitration of any imaginable disputes
      between the Parties.
      In addition to any other exchange of information permitted by the Commercial
      Arbitration
      Rules, the Parties shall exchange a “Disclosure Statement” as required by
      Arizona Rule
      of
      Civil Procedure 26.1. The arbitrator(s), consistent with the purposes of
      arbitration to prevent
      or avoid unnecessary legal fees and costs of dispute resolution, shall permit
      or
      allow the
      Parties reasonable discovery (including depositions, interrogatories and/or
      requests to produce
      documents or inspect property) appropriate to the character, nature and extent
      of the Parties’
      Dispute. The arbitrator(s) shall award to the prevailing Party, if any (as
      determined by the
      arbitrator(s)), all of its Costs and Fees. “Costs and Fees” mean all reasonable
      pre-award expenses
      of the arbitration, including the arbitrators’ fees, AAA administrative and
      filing fees, travel
      expenses and hotel accommodations, out-of-pocket expenses such as copying and
      telephone,
      court costs, witness fees, and attorneys’ and experts’ fees;

     

    13.3.
      Certain Legal Actions and Lawsuits Permitted. The provisions of the
      immediately preceding
      subsection shall not prevent any of the following matters, claims, controversies
      or disputes
      from being commenced pending the outcome of any arbitration of the dispute
      required
      by this paragraph and/or prosecuted without arbitration (if applicable) in
      any
      court of competent
      jurisdiction:

     

    13.3
      (a)
      Any action to obtain any injunction relating to a Party’s Intellectual
Property
      Rights, Trademarks and/or Confidential Information; provided, however,
that
      such action shall be promptly stayed upon the issuance of any
      preliminary

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    injunction
      concerning the subject matter of such an action so that an arbitration
can
      proceed thereafter to determine the merits of the same. No such action
      in any court
      shall be construed as a waiver of the arbitration provisions of this §13, but
      (i) any
      arbitration claim for a determination of the merits of any such claims for
      any
permanent
      injunctive or equitable relief concerning a Party’s Intellectual Property
Rights,
      Trademarks and/or Confidential Information shall be governed by the expedited
      time deadlines for arbitration administration, the appointment of the
arbitrator(s),
      the scheduling of the hearing and the rendering of an arbitration award
(but
      excluding any such Rules relating to the compensation of the arbitrator(s))
      imposed
      by the Expedited Procedures of the AAA Rules, (ii) the arbitrator(s) shall
      be
(a)
      intellectual property and/or commercial attorney(s) and/or (a) retired judge(s)
      familiar
      with such matters and claims that are available to preside over the arbitration
      proceeding
      subject to such expedited time limitations and (iii) if necessary to
promptly
      determine the issue a Party’s Intellectual Property Rights, Trademarks
and/or
      Confidential Information rights, including any right to any permanent
injunction,
      the arbitrator(s) shall bifurcate the hearing on the issue of a Party’s right to
injunctive
      or equitable relief from any other, unrelated damages claims asserted in the
      arbitration
      proceeding and promptly determine such Party’s claims for injunctive or
equitable
      relief (with all other claims for damages or otherwise to be determined in
      the
      time
      and manner required by the normal AAA Rules);

     

    13.3
      (b)
      Any action concerning any alleged patent or latent defect in any RT/RREV(s)
      where such action requires the joinder of a third person that is not a
party
      to
      this Agreement for the full and fair adjudication of the claim and to avoid
      potentially
      disparate rulings on such claims in arbitration and/or court proceedings
(e.g.,
      a
      products liability action or one for bodily injury, property damage and/or
      personal
      injury brought by a third person) is NOT subject to arbitration hereunder
unless
      all third persons agree to join in the arbitration provisions of this
      Agreement;

     

    13.3
      (c)
      Any matter that is within the jurisdictional limits of the Small Claims or
      Justice
      Courts of the State of Arizona is NOT subject to arbitration
      hereunder.

     

    13.4.
      Jurisdiction & Venue. The jurisdiction and venue for any proceeding
      described in this §13
      shall
      be as follows:

     

    13.4
      (a)
      Mediation. For any mediation proceeding arising out of §13.1, each Party
(and
      each
      Party’s Affiliate and Related Person availing himself/herself/itself to the
provisions
      of this §13 as a third party beneficiary hereunder) agrees that the sole and
exclusive
      venue for mediation sessions and proceedings for Dispute resolution under
this
      Agreement shall be in Las Vegas, Nevada, and all Parties consent to jurisdiction
      in
      that
      venue for purposes of any mediation proceeding to resolve (or attempt to
resolve)
      any Disputes between them by mediation;

     

    13.4
      (b)
      Arbitration. For any arbitration proceeding arising out of §13.2, each
Party
      (and each Party’s Affiliate and Related Person availing himself/herself/itself
      to the
      provisions of this §13 as a third party beneficiary hereunder) agrees that the
      sole and
      exclusive jurisdictions and venues for arbitration hearings and proceedings
      for
Dispute
      resolution under §13.2 of this Agreement shall be divided by the arbitrator(s)
equally
      between Henderson, Nevada and Phoenix, Arizona, so as to ‘split’ any
inconvenience
      occasioned by the Parties in participating in any such arbitration

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    proceedings,
      and all Parties (and their Affiliates and Related Persons availing themselves
      to the provisions of this §13 as a third party beneficiaries hereunder)
consent
      to those exclusive jurisdictions and venues for purposes of resolving any
Disputes
      between them; and

     

    13.4
      (c)
      Litigation. For lawsuits and legal actions arising out of and/or permitted
      under
      §13.3, each Party (and each Party’s Affiliate and Related Person availing
himself/herself/itself
      to the provisions of this §13 as a third party beneficiary hereunder)
      agrees that the sole and exclusive jurisdiction and venue for lawsuits, legal
      actions
      and proceedings related thereto for Dispute resolution under this Agreement
      shall
      be
      in Phoenix, Arizona, and all Parties (and their Affiliates and Related Persons
      availing
      themselves to the provisions of this §13 as a third party beneficiaries
hereunder)
      consent to that exclusive jurisdiction and venue for purposes of resolving
      any
      Disputes between them.

     

    13.5.
      Waiver of Jury Trial. THE PARTIES (AND THEIR AFFILIATES AND RELATED
      PERSONS AVAILING THEMSELVES TO THE PROVISIONS OF THIS §13 AS
      A
      THIRD PARTY BENEFICIARIES HEREUNDER) HEREBY WAIVE THEIR RESPECTIVE
      RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
      ANY DISPUTE ARISING OUT OF THIS AGREEMENT THAT IS SUBJECT
      TO THE ARBITRATION PROVISIONS HEREOF.

     

    13.6.
      Limitation on Powers of Arbitrator(s) and Courts to Award
      Damages.

     

    13.6
      (a)
      No Authority to Award Certain Damages. The arbitrator(s) shall have no
authority
      to (and shall not) award any of the following damages in any arbitration
initiated
      under this section, nor shall any court render any judgment against any of
      the
Parties
      for any:

     

    (i)
      Punitive Damages;

     

    (ii)
      Consequential and/or Special Damages; or

     

    (iii)
      Other damages not measured by the prevailing Party’s actual damages,
      except as may be required or permitted by statute.

     

    13.6
      (b)
      Limit on Breach of Contract/Warranty Damages. In no event shall RHINO’s
      liability hereunder for any breach of its duty to manufacture, assemble,
fabricate,
      sell, warrant and/or deliver any RT/RREV to RRV exceed the purchase price
      of
      any defective or non-conforming RT/RREV vehicle sold hereunder, together
with
      related interest and Costs and Fees (as defined in §13.2). In no event shall
RRV’s
      liability hereunder for any breach of its duty to purchase and pay for any
      RT/RREV
      delivered to (and accepted by) RRV from RHINO exceed the unpaid purchase
      price of any RT/RREV(s), together with related interest and Costs and Fees
      (as
      defined in §13.2).

     

    13.6
      (c)
      Limit on Interest Damages. Any monetary award in any arbitration or litigation
      initiated under this section shall include, if allowed by applicable law,
      preaward/pre-judgment
      interest at the rate of ten percent (10%) from the time of the act or
      acts
      giving rise to the award.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    14.
      CONDITIONS PRECEDENT/SUBSEQUENT AFFECTING AGREEMENT.

     

    14.1.
      Conditions Precedent in Favor of RRV. The effectiveness, existence and
      validity of this
      Agreement is contingent upon the satisfaction or waiver by December 14, 2007
      (the “Contingency
      Date”) of each and every one of the following contingencies precedent in favor
of
      RRV
      and AEP, all of which are for the benefit of, and may be waived by, RRV and
      AEP,
and
      may
      be elsewhere herein referred to as “RRV’s and AEP’s Contingencies:”

     

    14.1
      (a)
      Financing Contingency. That RHINO shall have obtained, before the Contingency
      Date, a written commitment for a loan or letter of credit from a lender or
      lenders
      of its choice in the amount of at least Two Hundred and Fifty Thousand
Dollars
      ($250,000) (the “RHINO Financing”), to be used solely for the provision
      of work,
      labor and materials for the manufacture, assembly, fabrication and shipment
      of
the
      RT/RREVs, on such terms as RHINO and Redwood Consultants, L.L.C. shall
agree
      in
      their sole and absolute discretion. This RHINO Financing shall remain in full
      force
      and
      effect during the Term of this Agreement. RHINO agrees to use commercially
      reasonable efforts to obtain such a loan commitment or letter of credit.
On
      or
      before the Contingency Date, RHINO must deliver written notice to RRV
indicating
      whether the contingency set forth in this subsection has been met, and
provide
      RRV with the documentation effecting the same, which RRV shall treat as
RHINO’s
      Confidential Information. If RRV fails to receive written notice sufficient
      to
      satisfy this condition precedent by the Contingency Date then this Agreement
      shall not
      become effective and shall be null and void ab initio. If this
      Financing Contingency
      is not met or waived by the Contingency Date, RRV may, but is not obligated
      to, waive this contingency, but such waiver shall only be deemed to have
occurred
      if such waiver is received by RHINO in a writing signed by Michael Chamberlain,
      RRV’s manager.

     

    14.1
      (b)
      Insurance. RHINO shall provide evidence of renewals or “insurance binders”
      evidencing the existence by the Contingency Date of all of the forms and
policies
      of insurance required by §3.7 (e), above;

     

    14.1
      (c)
      Production Plan. Akin to RRV’s Forecast, RHINO shall provide to RRV a
written
      plan (“RHINO’s Production Plan”), which shall include detailed discussions
of
      the
      following subjects and address the following issues (and any others RHINO
deems
      appropriate) with sufficient particularity and detail (to be determined in
      RRV’s
sole
      discretion) so as to assure RRV of RHINO’s ability to adequately and timely
perform
      its obligations hereunder:

     

    (i)
      Production Requirements and Processes needed to begin manufacture,
      assembly, fabrication and delivery of the RT/RREVs;

     

    (ii)
      Quality Assurance Measures for the manufacture, assembly, fabrication
      and delivery of the RT/RREVs;

     

    (iii)
      Unit costs for component items identified in the Exhibit A Specifications;

     

    (iv)
      Cost
      Control Measures for the manufacture, assembly, fabrication and
      delivery of the RT/RREVs;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (v)
      Break-Even Analysis for the manufacture, assembly, fabrication and
      delivery of the RT/RREVs;

     

    (vi)
      Identification of existing ‘Key Personnel’ to manage and oversee the
      manufacture, assembly, fabrication and delivery of the RT/RREVs, including
      the qualifications and responsibilities of management;

     

    (vii)
      Identification of future ‘Key Personnel’ to be hired to manage and oversee
      the manufacture, assembly, fabrication and delivery of the RT/RREVs,
      including the qualifications and responsibilities of management;

     

    (viii)
      Forecasted Capitalization of RHINO for the manufacture, assembly,
      fabrication and delivery of the RT/RREVs under the initial order
      and/or any Forecasts;

     

    (ix)
      An
      itemization of the key risks facing RHINO in the performance of
      its
      duties under this Agreement, and contingency plans to deal with such
      risks if they arise, including risks presented by:

     

    (A)
      Cost
      Overruns;

     

    (B)
      Failure to Meet Production Deadlines;

     

    (C)
      Problems with Labor, Suppliers, or Distributors;

     

    (x)
      RHINO’s manufacturing plan for the RT/RREVs; and

     

    (xi)
      RHINO’s delivery plan for the RT/RREVs.

     

    14.2.
      Conditions Precedent in Favor of RHINO. The effectiveness, existence and
      validity of
      this
      Agreement is contingent upon the satisfaction or waiver by the Contingency
      Date
      of each
      and
      every one of the following contingencies precedent in favor of RHINO and ROI,
      all of
      which
      are for the benefit of, and may be waived by, RHINO and ROI, and may be
elsewhere
      herein referred to as “RHINO’s and ROI’s Contingencies:”

     

    14.2
      (a)
      Financing Contingency. That RRV shall have obtained, before the Contingency
      Date, a written commitment for a loan or letter of credit from a lender or
      lenders
      of its choice in the amount of at least Two Hundred and Fifty Thousand
Dollars
      ($250,000) (the “RRV Financing”), to be used solely for the payment of
      the purchase
      Price of the RT/RREVs accepted by it pursuant to any Purchase Order, on
such
      terms as RRV shall agree to in its sole and absolute discretion. This RRV
Financing
      shall remain in full force and effect during the Term of this Agreement.
RRV
      agrees to use commercially reasonable efforts to obtain such a loan commitment
      or
      letter
      of credit. On or before the Contingency Date, RRV must deliver written
notice
      to
      RRV indicating whether the contingency set forth in this subsection has
been
      met,
      and provide RRV with the documentation effecting the same, which RRV
shall
      treat as RRV’s Confidential Information. If RRV fails to receive written notice
sufficient
      to satisfy this condition precedent by the Contingency Date then this
Agreement
      shall not become effective and shall be null and void ab initio. If
      this

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Financing
      Contingency is not met or waived by the Contingency Date, RHINO may,
but
      is
      not obligated to, waive this contingency, but such waiver shall only be deemed
      to
      have
      occurred if such waiver is received by RRV in a writing signed by Walt
Tatum,
      RHINO’s authorized agent.

     

    14.2
      (b)
      RRV shall have procured by the Contingency Date a policy or policies of
insurance
      for the following:

     

    (i)
      Product liability insurance (however designated) concerning any
RT/RREVs
      sold by RRV as a dealer/distributor hereunder, in amounts to be
      approved by RRV in its sole discretion;

     

    (ii)
      Workers’ Compensation and employer’s liability insurance
covering
      all employees engaged in the performance of this agreement for claims
      arising under an applicable Workers’ Compensation and occupational
      disease acts;

     

    (iii)
      Commercial general liability insurance protecting RRV against
claims
      for bodily injury, personal injury and property damage. Such insurance
      shall be on an occurrence basis providing single limit coverage in
      an
      amount not less than $1,000,000 per occurrence with an annual aggregate
      of not less than $2,000,000;

     

    RHINO
      shall be named as an ‘Additional Insured’ on RRV’s products liability
insurance
      and commercial general liability insurance if such status results in no
significant
      increase in the premiums for the same. RRV shall provide RHINO with written
      evidence that all of the above insurances are in force before the Effective
      Date
and/or
      any renewal of any Term. No such insurance policy shall be cancelable or
subject
      to modification except after thirty (30) days’ prior written notice to RHINO.
RRV
      shall, at least 10 days prior to the expiration of any such policies, furnish
      RHINO
      with evidence of renewals or “insurance binders” evidencing renewal thereof,
      or RHINO may order such insurance and charge the cost thereof to RRV,
which
      amount shall be payable by RRV to RHINO upon demand. Such policies shall
be
      for a
      term of at least one year, or the length of the remaining Term of this
Agreement,
      whichever is less.

     

    14.3.
      Conditions Subsequent in Favor of RRV. The effectiveness, existence and
      validity of this
      Agreement is contingent upon the nonoccurrence after the Effective Date of
      each
      and every
      one
      of the following contingencies subsequent in favor of RRV and AEP, all of which
      are
      for
      the benefit of, and may be waived by, RRV and AEP, but shall also (in addition
      to any other
      provisions of this Agreement relating to termination) permit or allow RRV and/or
      AEP to
      terminate this Agreement:

     

    14.3
      (a)
      RHINO Financing Lost. That RHINO shall not have lost its RHINO Financing
      or otherwise default in the terms, covenants and conditions of the
      same;

     

    14.3
      (b)
      RHINO Insurance Cancelled, Rescinded or Revoked. RHINO shall not have
      had
      any of the policies of insurance required by §3.7 (e), above, cancelled,
rescinded
      or revoked; or

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    14.3
      (c)
      Failure to Determine Mutually Acceptable Specifications. If RRV and RHINO
      have not mutually arrived at a mutually acceptable set of signed, Exhibit A
      Specifications
      by the Contingency Date.

     

    14.4.
      Conditions Subsequent in Favor of RHINO. The effectiveness, existence and
      validity of
      this
      Agreement is contingent upon the nonoccurrence after the Effective Date of
      each
      and every
      one
      of the following contingencies subsequent in favor of RHINO and ROI, all of
      which
      are
      for the benefit of, and may be waived by, RHINO and ROI, but shall also (in
      addition
      to any other provisions of this Agreement relating to termination) permit or
      allow RHINO
      and/or ROI to terminate this Agreement:

     

    14.4
      (a)
      RRV Financing Lost. That RRV shall not have lost its RRV Financing or
otherwise
      default in the terms, covenants and conditions of the same;

     

    14.4
      (b)
      RRV Insurance Cancelled, Rescinded or Revoked. RRV shall not have procured
      any of the policies of insurance required by §14.2 (b), above, or if any of the
same
      have
      been cancelled, rescinded or revoked; or

     

    14.4
      (c)
      Failure to Determine Mutually Acceptable Specifications. If RRV and RHINO
      have not mutually arrived at a mutually acceptable set of signed, Exhibit A
      Specifications
      by the Contingency Date.

     

    15.
      GENERAL PROVISIONS.

     

    15.1.
      Incorporation of Recitals and Definitions. All of the Recitals and
      Definitions, including
      any representations or terms included therein, are incorporated into this
      Agreement as
      a part
      hereof.

     

    15.2.
      Severability. If any provision of this Agreement is or becomes or is
      deemed invalid, illegal
      or unenforceable in any jurisdiction then such provision shall be deemed amended
      to conform
      to applicable laws so as to be valid and enforceable or, if it cannot be so
      amended without
      materially altering the intention of the Parties, it shall be stricken and
      the
      remainder of
      this
      Agreement shall remain in full force and effect.

     

    15.3.
      Interpretation. Each Party has received independent legal advice from its
      attorneys with
      respect to the advisability of executing this Agreement and the meaning of
      the
      provisions hereof.
      The provisions of this Agreement shall be construed as to their fair meaning,
      and not for
      or
      against any Party based upon any attribution to such Party as the source of
      the
      language in
      question. This contract will not be modified, supplemented, qualified, or
      interpreted by any prior
      course of dealing between the parties. This contract may not be modified,
      supplemented, qualified,
      or interpreted by any usage of trade

     

    15.4.
      Governing Law. This Agreement shall be governed by and construed in
      accordance with
      the
      laws of Nevada, without regard to its conflict of law provisions.

     

    15.5.
      Entire Agreement; Amendments; Conflicts. This Agreement constitutes and
      contains the
      entire agreement of the Parties, and supersedes any and all prior or
      contemporaneous negotiations,
      correspondence, understandings and agreements between the Parties, written
      or
oral,
      respecting the subject matter hereof.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    15.6.
      Waiver and Amendment. No amendment, modification or change of any
      provision of this
      Agreement shall be effective unless and until made in writing and signed by
      all
      of the Parties
      hereto. No waiver, forbearance of failure by any Party hereto of its right
      to
      enforce any provision
      of this Agreement shall constitute a waiver or estoppel of such Party’s right to
enforce
      any other provision of this Agreement or a continuing waiver by such Party
      of
compliance
      with any provision. No waiver of any provision of this Agreement shall be
effective
      unless and until made in writing and signed by the Party to be charged with
      having made
      such
      waiver. No modification or waiver may occur through performance
      only.

     

    15.7.
      Counterparts. This Agreement may be executed in one or more counterparts,
      each of which
      shall be deemed to be an original, but all of which together shall constitute
      one and the same
      instrument.

     

    15.8.
      Exhibits and Schedules. All exhibits and schedules to which reference is
      made in this Agreement
      are deemed to be incorporated by reference into this Agreement, whether or
      not
actually
      attached hereto.

     

    15.9.
      No Assignment of Rights; No Delegation of Duties. The Parties’
obligations under this
      Agreement are unique and based upon the Parties’ respective expertise,
      knowledge, skill and/or
      industry contacts with respect to the RT/RREVs and/or their possible market
      with
various
      Governmental Agencies. Therefore, each of the Parties agrees that it will
      neither assign
      its rights nor delegate its duties under this Agreement without the prior
      written consent of
      the
      other Parties, which may be withheld in the sole and absolute discretion of
      any
      of those Parties.
      This prohibition of assignment and delegation extends to all assignments and
      delegations
      that may lawfully be prohibited by Agreement. Any attempted assignment or
delegation
      without the prior, express written consent of the other Parties will be
      void.

     

    15.10.
      Further Documents and Assurances; Cooperation. Each Party hereto shall
      cooperate with
      the
      other Party hereto and shall take such further action and shall execute and
      deliver such
      further documents as may be necessary or desirable in order to carry out the
      provisions and
      purposes of this Agreement. The Parties shall each, diligently and in good
      faith, undertake all
      actions and procedures reasonably required to further and effect the purposes
      and existence of
      this
      Agreement. The Parties agree to provide all further information, and to execute
      and deliver
      all further documents, reasonably required by any Party, Governmental Agency
      or
governmental
      authority, lender or other third person whose cooperation or assistance is
      needed
      by
      any Party to perform its respective obligations hereunder.

     

    15.11.
      Force Majeure. Either Party shall be temporarily excused from performance
      under this
      Agreement If any force majeure, including but not limited to disaster, fire,
      war, civil commotion,
      strike, governmental regulation, energy shortage, or other occurrence beyond
      the
reasonable
      control of such Party should have happened and made it impossible for such
      Party
to
      perform its obligations under this Agreement; provided, however, that
      such Party shall give
      contemporaneous written notice to all other Parties promptly upon the occurrence
      of
      any such force majeure. Under such circumstances, performance under
      this Agreement that
      relates to the delay shall be suspended for the duration of the delay, provided
      that the Party
      so
      affected resumes the performance of its obligations with due diligence as soon
      as practicable
      after the effects of such event have been alleviated provided that no such
      event
shall
      relieve RRV from any of its payment obligations hereunder. In case of any such
      suspension,
      the Parties shall use their best efforts to overcome the cause and effect of
      such

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    suspension,
      but in no event shall either Party be required to settle any litigation, strike,
      lockout
      or other labor difficulty contrary to its best interests in its sole
      discretion.

     

    15.12.
      Notice.

     

    15.12
      (a)
      Whenever any Party herein shall desire to give or serve any notice, demand,
      request, approval, disapproval or other communication, each such communication
      shall be in writing and shall be delivered personally, by messenger or
by
      mail,
      postage prepaid, or by e-mail or facsimile transmission, to the address set
      forth
      next to the Parties’ respective signatures in this Agreement. Copies of all
      notices shall
      be
      sent to the Parties’ legal counsel designated below the signatures to this
Agreement.

     

    15.12
      (b)
      Service of any such communication shall be deemed made on the date of
actual
      receipt if personally delivered. Any such communication sent by regular mail
      shall
      be
      deemed given 48 hours after the same is mailed. Communications sent by
United
      States Express Mail or overnight courier that guarantee next day delivery shall
      be
      deemed
      delivered 24 hours after delivery of the same to the Postal Service or
courier.
      Communications transmitted by e-mail or facsimile transmission shall be
deemed
      delivered upon electronic or telephonic confirmation of receipt (confirmation
      report
      from e-mail software or fax machine is sufficient), provided a copy is also
      delivered
      via delivery or mail. If such communication is received on a Saturday,
Sunday
      or
      legal holiday, it shall be deemed received on the next business
      day.

     

    15.12
      (c)
      Any Party hereto may from time to time, by notice in writing, designate a
different
      address to which, or a different person or additional persons to whom, all
      communications
      are thereafter to be made.

     

    15.13.
      Time of Essence. Time is of the essence of this Agreement and each and
      every Purchase
      Order made or given incident to it; provided, however, that if the date upon
      which any
      performance by any Party is due under this Agreement is or ends on a Saturday,
      Sunday or
      federal, state or legal holiday, then such date shall automatically be extended
      until 5:00 p.m.
      Mountain Standard Time of the next day that is not a Saturday, Sunday or
      federal, state or
      legal
      holiday.

     

    [THE
      REST
      OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF the parties have executed this Agreement as of the dates below
      their
      respective signatures, effective as of the Effective Date. (This Agreement
      shall
      not become binding
      upon the Parties until it has been signed by an authorized representative of
      the
      Parties.)

     

     

    
      	
              RHINO
                OFF-ROAD INDUSTRIES,

              INC.,
                a Nevada corporation,

            	
              RAPID
                RESPONSE VEHICLES, L.L.C.,

              an
                Arizona limited liability company,

            
	By:
              /s/ HOWARD PEARL	By:
              /s/ MICHAEL CHAMBERLAIN
	
              Howard
                Pearl, President 

            	
              Michael
                Chamberlain, Manager

            
	
              Address:

              Rhino
                Off-Road Industries, Inc.

              1191
                Center Point Dr., Unit D

              Henderson,
                NV 89074

            	
              Address:

              Rapid
                Response Vehicles, L.L.C.

              4120
                East Winslow

              Phoenix,
                AZ 85040

            
	Phone:
              (702) 558-4100 	
              Phone:
                602-453-9111

            
	Fax:
              (702) 558-8266 	
              Fax:
                602-453-3743

            
	
              Email:
                hpearl@rhinobrands.com or

              Howard.pearl@gmail.com

            	Email:
              mikec@gotcops.com
	Web
              Address: www.rhinobrands.com 	
              Web
                Address: None Presently

            
	(Referred
              to herein as “RHINO”) 	
              (Referred
                to herein as “RRV”)

            


    

     

    
       

      
        	
                
                  RHINO
                    OUTDOOR

                  INTERNATIONAL,
                    INC., a Nevada 

                  corporation,

                

              	
                
                  ARIZONA
                    EMERGENCY PRODUCTS,

                  INC.,
                    an Arizona corporation,

                

              
	By:
                /s/ HOWARD PEARL	By:
                /s/ MICHAEL CHAMBERLAIN
	
                Howard
                  Pearl, President 

              	
                Michael
                  Chamberlain, President

              
	
                Address:

                Rhino
                  Off-Road Industries, Inc.

                1191
                  Center Point Dr., Unit D

                Henderson,
                  NV 89074

              	
                Address:

                Arizona
                  Emergency Products, Inc.

                4120
                  East Winslow

                Phoenix,
                  AZ 85040

              
	Phone:
                (702) 558-4100 	
                Phone:
                  602-453-9111

              
	Fax:
                (702) 558-8266 	
                Fax:
                  602-453-3743

              
	
                Email:
                  hpearl@rhinobrands.com

              	Email:
                mikec@gotcops.com
	Web
                Address: www.rhinobrands.com 	
                Web
                  www.arizonaemergencyproducts.com

              
	(Referred
                to herein as “ROI”)	
                (herein
                  referred to as “AEP”)

              


      

       

    

    
      Copies
        of
        all Notices to the above Parties shall also be sent to:

       

    

    
      
        	
                Robert
                  C. Laskowski, Esq.

                Attorney
                  at Law

                520
                  SW Yamhill, Suite 600

                Portland,
                  OR 97204-1329

                Tel:
                  (503) 241-0780

                Fax:
                  (503) 227-2980

                E-mail:
                  roblaw@hevanet.com

                Counsel
                  for RHINO and ROI

              	
                Mark
                  E. Lassiter, Esq.

                The
                  Lassiter Law Firm, P.L.C.

                Heritage
                  Court Building

                207
                  North Gilbert Road, Suite 001-K

                Gilbert,
                  AZ 85234

                Tel:
                  480-218-4455

                Fax:
                  480-718-8484

                E-mail:
                  mlassiter@lassiterlawfirm.com

                Counsel
                  for AEP and RRV

              


      

    

     

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