|EXHIBIT 10.1
|------------

# MERGER AGREEMENT

This
Merger Agreement (this Agreement) dated as of January 1,
2003 (the Effective Time), is by and among (i) Prime
Medical Services, Inc., a Delaware corporation (Parent),
(ii) ABC Merger Co., a California corporation and a wholly-owned subsidiary of Parent
(Merger Suband, together with Parent, theParentParties), (iii) Aluminum Body
Corporation, a California corporation (the Company) and
(iv) Klaas F. Vlietstra (Vlietstra and, together
with the Company and Parent Parties, each a Party and
collectively, the Parties).

# RECITALS:

Each
entity Partys board of directors believes it is in its and its stockholders
best interests that Parent acquire the Company through the statutory merger of Merger Sub
with and into the Company (the Merger) and, in
furtherance thereof, have approved the Merger.

Pursuant
to the Merger all of the Companys issued and outstanding shares of common stock (the
Company Shares), each having a par value of $1.00 per
share, will be converted into the right to receive a combination of cash and shares of
Parent common stock, par value $0.01 per share (Parent Common
Shares).

# AGREEMENT:

NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in
consideration of the representations, warranties, and covenants contained herein, each
Parent Party, the Company and Vlietstra agree as follows:

ARTICLE 1.DEFINITIONS

Capitalized
terms used in this Agreement have the meanings ascribed to them in Schedule I.

# ARTICLE 2.THE MERGER

2.1 The Merger. Upon the Merger, and subject to this Agreement and the
Corporations Code of the State of California (the Corporate
Law), Merger Sub will be merged with and into the Company, Merger
Subs separate corporate existence will cease, and the Company will continue as the
surviving corporation and as a wholly-owned Subsidiary of Parent. The Company as the
surviving corporation after the Merger is sometimes referred to as the
Surviving Corporation.

2.2 Closing. The closing of the Merger (the
Closing) will take place at the offices of Akin, Gump,
Strauss, Hauer & Feld, L.L.P. in Austin, Texas, commencing 10:00 am local time on such
date as Parent and the Company may mutually determine (the Closing
Date).



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2.3 Actions and Deliveries at Closing.On the Closing Date, the Parties will
cause the Merger to be consummated by filing (i) an Agreement of Merger with the Secretary
of State of California in a form agreed upon by the Parties (the Agreement of
Merger) and otherwise in accordance with the Corporate Law. The
Parties agree that the transactions pursuant to this Agreement shall be deemed to have
occurred as of the Effective Time notwithstanding the date and time the Merger becomes
effective as specified in the Agreement of Merger or as otherwise provided in accordance
with the Corporate Law. In addition at the Closing,

| | (a) | The Company or Vlietstra will deliver or cause to be delivered to Parent:
| | --- | -------------------------------------------------------------------------

| | (i) | A secretarys certificate, in form acceptable to Parent, duly executed on
                    behalf of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------

| | (ii) | The Employment Agreement duly executed by Vlietstra.
| | ---- | ----------------------------------------------------

| | (iii) | The Non-Compete Agreement duly executed by Vlietstra.
| | ----- | -----------------------------------------------------

| | (iv) | The Real Estate Closing Letter duly executed by Riverside Lincoln LLC
                    (Riverside).
| | ---- | --------------------------------------------------------------------------------------------------------

| | (v) | The resignation, effective as of the Closing, of the Companys directors
                    and officers.
| | --- | ----------------------------------------------------------------------------------------------------------

| | (vi) | Full satisfactions or releases of all Liabilities due to or from the Company to
                    or on behalf of (i) any Affiliate of the Company or (ii) any Stockholder or any
                    Affiliate of any Stockholder, subject to certain exclusions, if any, as may
                    be provided in such satisfactions or releases.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | All Company Stock Certificates (as defined below), or the affidavit described in
                    Section 2.8(d) in lieu thereof.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | The Most Recent Balance Sheet (as defined below).
| | ------ | -------------------------------------------------

| | (ix) | An opinion of the outside counsel listed in Section 7.5, in form
                    acceptable to Parent, addressed to Parent and dated as of the Closing Date.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | All consents listed on Schedule 4.3 that the Parent may require to be
                    given as a condition to the Parent Parties entering into this Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Parent will deliver to the Company and Vlietstra, as applicable:
| | --- | ----------------------------------------------------------------

| | (i) | Secretary certificates, in form acceptable to the Company, duly executed on
                    behalf of each of Parent and Merger Sub.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | The Asset Purchase Agreement duly executed by the parties thereto.
| | ---- | ------------------------------------------------------------------

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| | (iii) | The Employment Agreement duly executed by Surviving Corporation.
| | ----- | ----------------------------------------------------------------

| | (iv) | The Non-Compete Agreement duly executed by the Parent.
| | ---- | ------------------------------------------------------

| | (v) | The Real Estate Closing Letter duly executed by Parent.
| | --- | -------------------------------------------------------

| | (c) | Parent will deliver to all of the stockholders of the Company (all of whom are
                    listed on Exhibit A, the Stockholders):
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | The Cash Consideration as set forth on Exhibit A.
| | --- | -------------------------------------------------

| | (ii) | Stock certificates evidencing each Stockholders ownership of Parent Common
                    Shares due each Stockholder as part of the Stock Consideration as set forth on
                    Exhibit A; provided that an instruction letter from Parent to its
                    stock transfer agent instructing issuance of the stock certificates will suffice
                    as long as the stock certificates are delivered to the Stockholders within five
                    (5) business days following the Closing.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Parent will cause the Surviving Corporation to deliver the Employment Agreement
                    to Vlietstra.
| | --- | -----------------------------------------------------------------------------------------------------------------

2.4 Effect of the Merger.Upon the Merger, the effect of the Merger will be as
provided in the Corporate Law. Upon the Merger all the Companys and Merger
Subs property, rights, privileges, powers, and franchises will vest in the Surviving
Corporation, and all debts, liabilities, and duties of the Company and Merger Sub will
become the Surviving Corporations debts, liabilities, and duties, but the foregoing
does not limit the rights of Parties to indemnification under ARTICLE 5.

2.5 Charter and Bylaws.Upon the Merger, Merger Subs Certificate of
Incorporation will (subject to any amendments effected at the time of the Merger) be the
Surviving Corporations Certificate of Incorporation until thereafter amended as
provided by Law. The Merger Subs bylaws, as in effect immediately prior to the
Merger, will be the Surviving Corporations bylaws until thereafter amended, except
that the title of Merger Subs bylaws will be amended to read Bylaws of
Aluminum Body Corporation.

2.6 Directors and Officers.Merger Subs director(s) and officers
immediately prior to the Merger will be the Surviving Corporations initial
director(s) and officers.

2.7Effect on Capital  Stock.  Upon and because of the  Merger,  and without any action on the part of Parent,
Merger Sub, or the Company:

(a)    
          Capital Stock of Merger Sub.Each share of Merger Subs capital
          stock issued and outstanding immediately prior to the Merger will be converted
          into one validly issued, fully paid and nonassessable shares of common stock of
          the Surviving Corporation. Each stock certificate of Merger Sub evidencing such
          shares will from and after the Merger evidence ownership of shares of the
          Surviving Corporations capital stock.

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(b)    
          Conversion of Company Stock.Subject to Sections 2.9 and
          2.11, all of the Company Shares issued and outstanding immediately prior
          to the Merger will be converted into the right to receive at Closing, in the
          aggregate,

(ii) $6,512,396.98 (the
Cash Consideration) by a cashiers check for each of
the Stockholders in the amounts set forth on Exhibit A hereto delivered to the
Companys counsel pursuant to Section 7.5,

(iii) upon the expiration of the
First Holdback Period (or earlier as provided in Section 2.14(b) below), an aggregate
amount of $2,492,475.38, which amount will be deposited at Closing by the Parent in the
Joint Account with actual interest thereon paid to Vlietstra, but as such amounts may be
adjusted pursuant to Section 2.14(a) (the First Holdback
Amount), by wire transfer to Vlietstra, as set forth on
Exhibit A hereto,

(iv)    
          upon the expiration of the Second Holdback Period, an aggregate amount of
          $500,000, which amount will be deposited at Closing by the Parent in the Joint
          Account with actual interest thereon paid to Vlietstra, but minus all Authorized
          Set-Offs pursuant to Section 5.6 (the Second Holdback
          Amount), by wire transfer to Vlietstra, as set forth on
          Exhibit A hereto,

(v)    
          upon the expiration of the Third Holdback Period, an aggregate amount of (A)
          $500,000 plus actual interest earned thereon, which amount will be deposited at
          Closing by the Parent in the Joint Account, and (B) 83,333 Parent Common Shares
          to be issued by Parent at Closing in the name of Vlietstra and held by Parent in
          accordance with Section 2.14(d), but minus all Authorized Set-Offs
          pursuant to Section 5.6 (the Third Holdback
          Amount), by wire transfer to and/or delivery to Vlietstra,
          as set forth on Exhibit A hereto, and

(vi)    
          upon the expiration of the Fourth Holdback Period, an aggregate amount of 83,333
          Parent Common Shares to be issued by Parent at Closing in the name of Vlietstra
          and held by the Parent in accordance with Section 2.14(d), but minus all
          Authorized Set-Offs pursuant to Section 5.6 (the Fourth
          Holdback Amount), by delivery to Vlietstra, as set forth on
          Exhibit A hereto.

All
distributions of cash Holdback Amounts to Vlietstra shall be by wire transfer to an
account for the benefit of Vlietstra as designated in writing by Vlietstra (as the same
may be updated from time to time in accordance with Section 7.5). The payments
referred to in clauses (i) through (vi) above are collectively referred to as the
Conversion Consideration. All such Company Shares, when
so converted, will no longer be outstanding and will automatically be cancelled and
retired and will cease to exist, and the holder of a certificate (Company
Stock Certificate) that, immediately prior to the Merger, represented
outstanding Company Shares will cease to have any rights with respect thereto, except the
right to receive, upon the surrender of such Company Stock Certificate (or the affidavit
described in Section 2.8(d) in lieu thereof), (i) the Conversion Consideration and
(ii) certain dividends and other distributions under Section 2.7(d) without
interest, if applicable, (collectively, the Merger
Consideration).

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(c)    
          Rights Prior to Surrender and Stock Transfer Books.Until surrendered as
          contemplated by Section 2.8, each Company Stock Certificate will be
          deemed at any time after the Merger to represent only the right to receive upon
          such surrender the Merger Consideration. If, at or after the Merger, Company
          Stock Certificates are presented to the Surviving Corporation, they will be
          canceled and exchanged in accordance with this Agreement.

(d)    
          Dividends and Distributions on Merger Consideration.No dividends or
          other distributions declared or made having a record date after the Merger will
          be paid to the holder of any unsurrendered Company Stock Certificate until the
          record holder of such Company Stock Certificate has surrendered it (or the
          affidavit described in Section 2.8(d) in lieu thereof) under Section
          2.8. Subject to the effect of Laws (including escheat and abandoned property
          Laws), following surrender of any such Company Stock Certificate there will be
          paid to the record holder of the certificates representing the Merger
          Consideration issued in exchange therefor, without interest, (i) the amount of
          dividends or other distributions with a record date after the Merger that,
          absent the failure to surrender such Company Stock Certificate, theretofore
          would have been required to be paid with respect to such Merger Consideration,
          and (ii) if the payment date for any dividend or distribution payable with
          respect to such Merger Consideration has not occurred prior to the surrender of
          such Company Stock Certificate, at the appropriate payment date therefor, the
          amount of such dividends or other distributions.

2.8
Surrender of Certificates.

(a)    
          Exchange Procedures.At Closing, (i) the holders of Company Stock
          Certificates will surrender such certificates to Parent (or the affidavit
          described in Section 2.8(d) in lieu thereof), (ii) upon surrender of a
          Company Stock Certificate (or such affidavit) the holder thereof will be
          entitled to receive the applicable Merger Consideration, and (iii) the Company
          Stock Certificates so surrendered will forthwith be canceled.

(b)    
          Transfers of Ownership.If any certificate for Parent Common Shares is to
          be issued in a name other than that in which the Company Stock Certificate
          surrendered in exchange therefor is registered, Parent will not be required to
          issue such Parent Common Shares until (i) the Company Stock Certificate so
          surrendered has been properly endorsed and is otherwise in proper form for
          transfer and (ii) the Person requesting such exchange has paid to Parent or any
          agent it designates any transfer or other Taxes required because of the issuance
          of a certificate for Parent Common Shares in any name other than that of the
          registered holder of the Company Stock Certificate surrendered, or established
          to the satisfaction of Parent or any agent it designates that such Tax has been
          paid or is not payable.

(c)    
          No Further Ownership Rights in Company Shares.All Merger Consideration
          will be deemed to have been issued in full satisfaction of all rights pertaining
          to the Company Shares.

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(d)    
          Lost, Stolen or Destroyed Certificates.If any Company Stock Certificate
          has been lost, stolen, or destroyed, Parent will issue the applicable Merger
          Consideration deliverable in respect thereof upon the making of an affidavit of
          that fact by the Person claiming such Certificate to be lost, stolen, or
          destroyed.

2.9 No Fractional Shares.No fractional Parent Common Shares will be issued in
the Merger. In lieu thereof, the number of Parent Common Shares to be issued to each
Stockholder shall be rounded up to the nearest whole share.

2.10 Tax Treatment. The Parties acknowledge that the Merger does
not constitute a tax free reorganization under Code Section 368. As
such, each of the Parties agree not to take any action either prior to or after the Merger
that would construe or try to construe the Merger as a reorganization under
Section 368(a) of the Code. Vlietstra and Parent will cause all tax returns relating to
the Company or Merger Sub to be filed on the basis of treating the Merger as a taxable
sale of stock of the Company under the Code, and each party has consulted with its own
professional advisors as to the tax consequences of the Merger and bears its own risk
regarding the tax treatment of the Merger. Vlietstra shall prepare or cause to be prepared
and shall file the federal and state income tax returns for the Company for the period
starting October 1, 2002 through and including the date of the Closing, provided that
Parent shall be given at least ten (10) business days to review and consent to the form
and substance of any filing (such consent not to be unreasonably withheld). Any federal
and/or state income taxes due with the filing of such income tax returns will be the
responsibility of the Company.

2.11 Shares of Dissenting Stockholders.Any Company Shares a Stockholder
properly exercising its dissent or appraisal rights under the Corporate Law (a
Dissenting Stockholder) holds will be converted into the
right to receive such consideration as may be determined to be due to such Dissenting
Stockholder under the Corporate Law; except that Company Shares outstanding at the Merger
that a Dissenting Stockholder holds for which, after the Merger, such Dissenting
Stockholder withdraws its demand to exercise dissenters or appraisal rights or loses its
right to exercise dissenters or appraisal rights as provided in the Corporate Law, will be
deemed to be converted, upon the Merger, into the right to receive the applicable Merger
Consideration. The Company will give Parent (a) prompt notice of any written demands for
the exercise of dissenters or appraisal rights, withdrawals of demands for the exercise of
dissenters or appraisal rights and any other instruments served under the Corporate Law,
and (b) the opportunity to direct all negotiations and proceedings with respect to demands
for exercise of dissenters or appraisal rights under the Corporate Law. The Company will
not voluntarily make any payment with respect to any purchase demands and will not, except
with Parents prior written consent, settle or offer to settle any such demands.

2.12 Taking of Necessary Action; Further Action.If, at any time after the
Merger, any such further action is necessary or desirable to carry out the purposes of
this Agreement and to vest the Surviving Corporation with full right, title and possession
to all assets, property, rights, privileges, powers, and franchises of the Company and
Merger Sub, the officers and directors of the Company, Parent, and Merger Sub are fully
authorized in the name of their respective corporations or otherwise to take, and the
Company and Parent will cause them to take, all such lawful and necessary action.

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2.13 Legend Certificates. Each stock certificate Parent delivers to the
Stockholders will be imprinted with legends substantially in the following form:

| | THE
SHARES THIS CERTIFICATE REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. SUCH
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD,
DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THE
SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN CONNECTION WITH A TRANSACTION TO
WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT APPLIES. THESE SHARES MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF SUCH RULE.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.14Adjustment
 to Merger  Consideration.  The First  Holdback  Amount to be  delivered  pursuant  to
Section 2.7(b)(iii), will be adjusted as follows:

(a)    
          Adjustments for Asset Dispositions.

(i)    
          Truck Body Business Sale. The Surviving Corporation shall continue to
          operate the Truck Body Business after the closing in the Ordinary Course of
          Business including, without limitation, collecting all accounts receivable and
          paying all trade payables on a basis consistent with past practices, and paying
          other obligations incurred in the Ordinary Course of Business on a timely basis
          (subject to obligations being contested in good faith through appropriate
          action). The Parties agree that Vlietstra shall have full authority in his
          capacity as an officer of the Surviving Corporation to manage the affairs of the
          Truck Body Business and negotiate and enter into a sale of the assets relating
          to the Truck Body Business (excluding all accounts receivable for the Truck Body
          Business) (the Truck Body BusinessSale) to a
          buyer of Vlietstras choosing for consideration determined by Vlietstra;
          provided, however, that Vlietstra may not, without the prior written consent of
          Parent, enter into any arrangement that has the effect of materially interfering
          with the Surviving Corporations use of its leased facilities in a manner
          consistent with the use by the Company prior to the Closing. If the Truck Body
          Business Sale is not consummated within one hundred twenty (120) days following
          the Closing, then the First Holdback Amount will be reduced by $400,000. If the
          Truck Body Business Sale is consummated within one hundred twenty (120) days
          following the Closing and the total sale consideration (including assumed
          liabilities) is less than $400,000, then the First Holdback Amount will be
          reduced by such difference. The Parent Parties agree that any amount by which
          the cash consideration in the Truck Body Business Sale exceeds $400,000 will be
          structured as compensation for a consulting and/ or non-compete agreement with
          the purchasing party to be given by Vlietstra and/or his designee in connection
          with the Truck Body Business Sale.

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(ii)    
          Satisfaction of Note Receivable. The Parties agree that the Surviving
          Corporation and Vlietstra shall use their reasonable best efforts to, within 120
          days following the Closing, cause the complete and final satisfaction of that
          certain note receivable from 1600 Washington LLC reflected on the Most Recent
          Balance Sheet (the Note Receivable), with a
          stated value of $2,000,000 (the Stated Value).
          If the full and final satisfaction of the Note Receivable is not obtained within
          one hundred twenty (120) days following the Closing, then the First Holdback
          Amount will be reduced by $1,345,000. If the full and final satisfaction of the
          Note Receivable is obtained within one hundred twenty (120) days following the
          Closing but the total cash received by the Company is less than the Stated
          Value, then the First Holdback Amount will be reduced by such difference
          (subject to a maximum reduction of $1,345,000 pursuant to this clause (ii)).

(iii)    
          Collection of Truck Body Business Receivables. The Parent Parties agree
          that they will exercise diligent, good faith efforts (consistent with past
          practices) to collect the Truck Body Business receivables (reflected on the Most
          Recent Balance Sheet with a carrying value of $747,475.38). All receivables
          collected from each customer shall, to the extent a balance for that customer is
          included in the receivables as of the Closing Date, be applied to the oldest
          outstanding receivables from such customer. The First Holdback Amount shall be
          reduced by the amount, if any, by which actual cash receipts from the Truck Body
          Business receivables within one hundred twenty (120) days following the Closing
          are less than $747,475.38, provided that, as a condition to any reduction in the
          First Holdback Amount pursuant to this Section, the Surviving Corporation must
          assign all right, title and interest in and to any of the Truck Body Business
          receivables that are then outstanding to Vlietstra.

(b)    
          Adjustments Exclusive. The adjustments pursuant to
          Section 2.14(a) shall be the exclusive adjustments to the First
          Holdback Amount, and to the extent the Truck Body Business Sale and/or the
          satisfaction of the Note Receivable occurs prior to the expiration of the First
          Holdback Period, the appropriate amounts (together with interest thereon) shall
          be distributed to Vlietstra from the First Holdback Amount at that time. Except
          for any such adjustments pursuant to Section 2.14(a), the First
          Holdback Amount shall not be subject to any set-off, reduction or holdback of
          any nature whatsoever.

(c)    
          Joint Account. The Parties acknowledge that Parent has established an
          interest bearing joint bank account at Bank of America on or before Closing into
          which all Holdbacks Amounts shall be deposited at Closing and held for the
          benefit of the Parties pursuant to the Agreement and pursuant to which all
          withdrawals on such account require the signatures of both an authorized
          representative of Parent and Vlietstra (the JointAccount). At Vlietstras sole option and expense, at
          any time that there are Holdback Amounts in the Joint Account, both parties
          shall take all necessary actions to release such amounts into an escrow account,
          provided, however, Parent shall have no obligation with respect hereto until
          such time as the parties have executed a mutually agreeable agreement governing
          the terms and conditions of such escrow account.

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(d)    
          Shares Held in Escrow. Parent shall hold in escrow and safeguard all
          Parent Common Shares included in the Holdback Amounts. Parent shall treat such
          escrow as a trust fund in accordance with the terms of this Agreement and shall
          not treat such Parent Common Shares as the property of Parent. Parent shall hold
          and dispose of the Parent Common Shares only in accordance with the terms
          hereof. Any Parent Common Shares, or other securities which, by their terms, are
          or may be exercisable, convertible or exchangeable for or into the Parent Common
          Shares, that are issued or distributed by Parent in respect of Parent Common
          Shares then held in escrow shall be added to the escrow fund. Cash dividends on
          Parent Common Shares shall not be added to the escrow fund, but shall be
          distributed to Vlietstra or his designee on the record date set for such
          dividend. Vlietstra shall have voting rights with respect to the Parent Common
          Shares contributed to the escrow fund (and on any voting securities added to the
          escrow fund in respect of such Parent Common Shares). Vlietstra agrees that he
          must not transfer or encumber the Parent Common Shares held in the escrow fund
          in any manner, and any action in violation of this restriction shall be void and
          ineffectual. Notwithstanding anything in this Section to the contrary, to the
          extent that Vlietstra is provided the opportunity to participate in an offer
          made generally available to the Parents other stockholders to exchange the
          Parent Common Shares and Vlietstra opts to participate in such offer, Parent
          shall be permitted to remove or exchange the Parent Common Shares and replace
          such shares with all replacement shares received in exchange for the Parent
          Common Shares.

# ARTICLE 3.PARENT PARTY
REPRESENTATIONS AND WARRANTIES

Each
Parent Party represents and warrants to the Company and the Stockholders that the
statements contained in this ARTICLE 3 are correct and complete as of the Closing
Date.

3.1 Entity Status.Each Parent Party is an entity duly formed or organized,
validly existing and in good standing under the Laws of the jurisdiction of its formation.
Parent has the requisite power and authority to own or lease its properties and to carry
on its business as currently conducted. The Parent Parties are each duly authorized to
conduct their respective businesses and are in good standing under the laws of each
jurisdiction where such qualification is required. There is no pending or Threatened
Action (or basis therefor) for the dissolution, liquidation, insolvency, or rehabilitation
of any Parent Party.

3.2 Power and Authority; Enforceability.Each Parent Party has the
organizational power and authority to execute and deliver each Transaction Document to
which it is party, and to perform and consummate the Transactions. Each Parent Party has
taken all action necessary to authorize the execution and delivery of each Transaction
Document to which it is party, the performance of its obligations thereunder, and the
consummation of the Transactions. Each Transaction Document to which a Parent Party is
party has been duly authorized, executed and delivered by, and is Enforceable against,
such Parent Party.

3.3 No Violation.The execution and delivery of the Transaction Documents to
which a Parent Party is party by such Parent Party and the performance and consummation of
the Transactions by each Parent Party will not (i) Breach any Law or Order to which such
Parent Party is subject or any provision of its Organizational Documents; (ii) Breach any
Contract, Order, or Permit to which such Parent Party is a party or by which it is bound
or to which any of its assets is subject; (iii) require any Consent, except any SEC and
other filings required to be made by either Parent Party.

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3.4 Brokers Fees.No Parent Party has any Liability to pay any
compensation to any broker, finder, or agent with respect to the Transactions for which
any Stockholder could become directly or indirectly Liable.

3.5 Merger Sub.Merger Sub has been formed for the sole purpose of effecting
the Merger and, except as contemplated by this Agreement, Merger Sub has not conducted any
business activities and does not have any material Liabilities.

3.6 Capitalization.

(a)    
          Parents authorized capital stock consists of: (i) 40,000,000 Parent Common
          Shares, of which 17,174,517 shares are issued and outstanding and no shares are
          held in treasury and (ii) 1,000,000 shares of preferred stock, of which no
          shares are issued and outstanding. All of the issued and outstanding Parent
          Common Shares (i) have been duly authorized, are validly issued, fully paid, and
          nonassessable, (ii) were issued in compliance with all applicable state and
          federal securities Laws, and (iii) were not issued in Breach of any Commitments.

(b)    
          Except as set forth above, (i) there are no shares of Parents capital
          stock issued or outstanding and (ii) there are no outstanding
          subscriptions, options, warrants, rights, convertible securities or other
          agreements or commitments of any character obligating Parent to issue any
          securities other than (x) outstanding warrants exercisable for 410,000 Parent
          Common Shares, (y) as of April 15, 2003, outstanding stock options exercisable
          for 2,697,167 Parent Common Shares, and (z) certain rights to acquire preferred
          stock pursuant to a Rights Agreement of the Company dated October 18, 1993.

(c)    
          The Parent Common Shares to be issued pursuant to this Agreement will be duly
          authorized, validly issued, fully paid, and nonassessable and will be issued in
          compliance with all applicable federal and state securities Laws.

3.7 Parents Financial Statements.Parents financial statements,
including the notes thereto, included in the Parent SEC Documents (the Parent
Financial Statements) comply as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the SEC
with respect thereto, have been prepared in accordance with GAAP consistently applied
(except as may be indicated in the notes thereto) and present fairly Parents
consolidated financial position at the dates thereof and of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal audit
adjustments). Since the date of the most recent balance sheet included in the Parent
Financial Statements, Parent has not effected any change in any method of accounting or
accounting practice, except for any such change required because of a concurrent change in
GAAP. Parent has available and on the Closing Date will have available, in cash and
pursuant to existing credit agreements, sufficient funds to consummate the transactions
contemplated hereby.

3.8 Subsequent Events. Parent has made available to the Company all public
filings and disclosures made with the SEC since December 31, 2002.

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3.9 Parent
Review.  Parent represents and warrants that:

(a)    
          It has such knowledge and experience in financial and business matters that it
          is capable of evaluating the merits and risks of its investment in the Company
          contemplated hereby, and is able to bear the economic risk of such investment
          indefinitely.

(b)    
          It has (i) had the opportunity to meet with representative officers and other
          representatives of the Company to discuss the Companys business, assets,
          liabilities, financial condition, cash flow, and operations, and (ii) received
          all materials, documents and other information that it deems necessary or
          advisable to evaluate the Company Shares and the Transactions.

(c)    
          It has made its own independent examination, investigation, analysis and
          evaluation of the Company, including Parents own estimate of the value of
          the Company Shares.

(d)    
          It has undertaken such due diligence (including a review of the Companys
          assets, properties, liabilities, books, records, and contracts) as Parent deems
          adequate, including that described above.

Nothing
in this Section will preclude the Parent Parties from relying on the representations,
warranties, covenants, and agreements of the Company and the Stockholders herein or from
pursuing their remedies with respect to a Breach thereof.

3.10
Representations Complete.Except as and to the extent set forth in this Agreement,
no Parent Party makes any representations or warranties whatsoever (INCLUDING, ANY IMPLIED
OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS) to the Company or any Stockholder and each of them hereby
disclaims all Liability and responsibility for any representation, warranty, statement, or
information not included herein that was made, communicated, or furnished (orally or in
writing) to the Company or any Stockholder or its representatives (including any opinion,
information, projection, or advice that may have been or may be provided to the Company or
any Stockholder by any director, officer, employee, agent, consultant, or representative
of any Parent Party or Affiliate thereof).

# ARTICLE 4.REPRESENTATIONS AND
WARRANTIESCONCERNING THE COMPANY

Vlietstra
represents and warrants to Parent that, except as set forth in the Schedules the Company
has delivered to Parent on the Closing Date, the statements contained in this ARTICLE
4 are correct and complete as of the Closing Date.

4.1 Entity Status.The Company is a corporation duly organized, validly
existing, and in good standing under the Laws of the jurisdiction of its organization. The
Company is duly authorized to conduct its business and is in good standing under the laws
of each jurisdiction where such qualification is required, except such jurisdictions where
the failure to be so qualified or in good standing would not reasonably be expected to
have a Material Adverse Effect. The Company has the requisite corporate power and
authority necessary to own or lease its properties and to carry on its businesses as
currently conducted. Schedule 4.1 lists the Companys directors and officers.
The Company has delivered to Parent correct and complete copies of the Companys
Organizational Documents, as amended to date. The Company is not in Breach of any
provision of its Organizational Documents. There is no pending or Threatened Action for
the dissolution, liquidation, insolvency, or rehabilitation of the Company.

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4.2 Power and Authority; Enforceability.The Company has the relevant entity
power and authority necessary to execute and deliver each Transaction Document to which it
is a party and to perform and consummate the Transactions. The Company has taken all
action necessary to authorize the execution and delivery of each Transaction Document to
which it is a party, the performance of the Companys obligations thereunder, and the
consummation of the Transactions. Each Transaction Document to which the Company is party
has been duly authorized, executed, and delivered by, and is Enforceable against, the
Company. Vlietstra has the necessary power and authority to execute and deliver each
Transaction Document to which he is a party and to perform and consummate the
Transactions. Each Transaction Document to which Vlietstra is a party has been duly
authorized, executed and delivered by, and is Enforceable against, Vlietstra.

4.3 No Violation.Except as listed on Schedule 4.3, the execution and
the delivery of the applicable Transaction Documents by the Company and the performance of
its obligations hereunder and thereunder, and consummation of the Transactions by the
Company will not (a) Breach any Law or Order to which the Company is subject or any
provision of the Organizational Documents of the Company; (b) Breach any Contract, Order,
or Permit to which the Company is a party or by which it is bound or to which any of its
assets is subject (or result in the imposition of any Encumbrance upon any of its assets);
(c) require any Consent, except any notifications or filings to the relevant state or
federal regulatory agencies; or (d) trigger any rights of first refusal, preferential
purchase, or similar rights.

4.4 Brokers'
 Fees.  The Company does not have any Liability to pay any  compensation  to any broker,
 finder, or agent with respect to the Transactions.

4.5
Capitalization; Shares and Stockholder Information.

(a)    
          Capitalization.The Companys authorized Equity Interests consist of
          200,000 Company Shares. Exhibit Bsets forth the number of shares of
          each Equity Interest that are issued and outstanding and the number of shares of
          each Equity Interest that are held in treasury. All of the issued and
          outstanding Company Shares: (1) have been duly authorized and are validly
          issued, fully paid, and nonassessable, (2) were issued in compliance with all
          applicable state and federal securities Laws, (3) were not issued in Breach of
          any Commitments, and (4) as of the Closing Date are held of record and owned
          beneficiallyby the Stockholders as set forth in Exhibit B.
          The Company has no Commitments outstanding and has no obligation to issue any
          Commitments.

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(b)    
          Shares and Stockholder Information.As of the Closing Date, each
          Stockholder holds of record and owns beneficially the number of Company Shares
          as set forth next to such Stockholders name in Exhibit B, free
          and clear of any Encumbrances (other than any restrictions under the Securities
          Act and state securities Laws). With respect to each Stockholder,
          Exhibit B also sets forth the address of such Stockholder as of the
          Closing Date. Except as set forth on Schedule 4.5(b), no Stockholder is a
          party to any (i) Contract that could require such Stockholder to sell, transfer,
          or otherwise dispose of any capital stock of the Company (other than this
          Agreement) or (ii) other Contract with respect to any Equity Interests of the
          Company.

4.6 Records.The copies of the Companys Organizational Documents that
were provided to Parent are accurate and complete in all material respects and reflect all
amendments made through the Closing Date. The Companys minute books and other
records made available to Parent for review were correct and complete as of the date of
such review, no further entries have been made through the Closing Date other than
resolutions approving the Transactions, such minute books and records contain the true
signatures of the persons purporting to have signed them, and such minute books and
records contain an accurate record of all actions of the stockholders and directors of the
Company taken at a meeting, or by written consent in lieu thereof, since formation.

4.7 Subsidiaries.The Company does not own or control, directly or indirectly,
any interest in any other corporation, association, or other business entity, nor is the
Company a participant in any joint venture, partnership, or similar arrangement.

4.8 Financial
 Statements.  Set forth on Schedule 4.8 are the  following  financial  statements
 (collectively the "Financial Statements"):

(a)    
          unaudited balance sheets and statements of income, changes in stockholders
          equity, and cash flow as of and for the fiscal years ended September 30, 2001
          and 2002 for the Company; and

(b)    
          an unaudited balance sheet (the Most Recent Balance
          Sheet) and statement of income (together with the Most
          Recent Balance Sheet, the Interim Financial
          Statements) as of and for the six months ended the last day
          of the last full calendar month immediately preceding the Closing (the
          Most Recent Balance Sheet Date) for the
          Company.

The
Financial Statements present fairly the financial condition of the Company as of such
dates and the results of operations of the Company for such periods; provided, however,
that the Financial Statements are subject to normal year-end adjustments (which will not
be material individually or in the aggregate) and may lack footnotes and other
presentation items. The Most Recent Balance Sheet presents fairly in all material respects
the financial condition of the Company as of the Most Recent Balance Sheet Date, and (to
the Knowledge of Vlietstra) has been prepared substantially in accordance with GAAP;
provided, however, that the Most Recent Balance Sheet is subject to normal year-end
adjustments (which will not be material individually or in the aggregate) and lacks
footnotes and other presentation items. Since the Most Recent Balance Sheet Date, the
Company has not effected any change in any method of accounting or accounting practice,
except for (x) any such change required because of a concurrent change in GAAP or (y) any
such change approved in writing by Parent. The net working capital of the Company (current
assets minus current liabilities as determined on a basis consistent with that used in
preparing the Most Recent Balance Sheet) at the time of Closing is not less than
$1,700,000.

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4.9 Subsequent Events.Except as set forth in Schedule 4.9, since the
Most Recent Balance Sheet Date the Company has operated in the Ordinary Course of Business
and, as of the Closing Date, there have been no events, series of events or the lack of
occurrence thereof which, singularly or in the aggregate could reasonably be expected to
have a Material Adverse Effect on the Company. Without limiting the foregoing and except
as otherwise contemplated by this Agreement or set forth in Schedule 4.9, since the
Most Recent Balance Sheet Date, none of the following have occurred:

(a)    
          The Company has not sold, leased, transferred, or assigned any assets other than
          in the Ordinary Course of Business and sales of assets not exceeding $20,000
          singularly or $50,000 in the aggregate.

(b)    
          The Company has not entered into any Contract (or series of related Contracts)
          other than agreements involving less than $10,000 or in the Ordinary Course of
          Business.

(c)    
          No Encumbrance has been imposed upon any assets of the Company.

(d)    
          The Company has not made any capital expenditure (or series of related capital
          expenditures) other than those involving less than $20,000 individually, $50,000
          in the aggregate, or in the Ordinary Course of Business.

(e)    
          The Company has not made any capital investment in, any loan to, or any
          acquisition of the securities or assets of, any other Person other than
          investments, loans and acquisitions involving less than $10,000 singularly,
          $50,000 in the aggregate, or in the Ordinary Course of Business.

(f)    
          The Company has not issued any note, bond, or other debt security or created,
          incurred, assumed, or guaranteed any Liability for borrowed money or capitalized
          lease Contract either involving more than $10,000 individually or $50,000 in the
          aggregate.

(g)    
          The Company has not canceled, compromised, waived, or released any Action (or
          series of related Actions).

(h)    
          The Company has not granted any Contracts or any rights under or with respect to
          any Intellectual Property.

(i)    
          There has been no change made or authorized to be made to the Organizational
          Documents of the Company.

(j)    
          The Company has not issued, sold, or otherwise disposed of any of its Equity
          Interests.

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(k)    
          The Company has not declared, set aside, or paid any dividend or made any
          distribution with respect to its Equity Interests (whether in cash or in kind)
          or redeemed, purchased, or otherwise acquired any of its Equity Interests.

(l)    
          The Company has not experienced any damage, destruction, or loss (whether or not
          covered by insurance) to its properties.

(m)    
          The Company has not made any loan to, entered into any Contract with, or made
          any payments to any of its directors, officers, shareholders, or employees,
          except salaries paid in the Companys ordinary course of business.

(n)    
          The Company has not entered into any legally binding employment, collective
          bargaining, or similar Contract or modified the terms of any existing such
          Contract.

(o)    
          The Company has not committed to pay any bonus or granted any increase in the
          base compensation of any director or officer, or an employee outside the
          Ordinary Course of Business.

(p)    
          The Company has not adopted, amended, modified, or terminated any bonus,
          profit-sharing, incentive, severance, or similar Contract for the benefit of any
          of its directors, officers, or employees (or taken any such action with respect
          to any other Employee Benefit Plan).

(q)    
          The Company has not made any other change in employment terms for any officer or
          employee outside the Ordinary Course of Business.

(r)    
          The Company has not made or pledged to make any charitable or other capital
          contribution. (s) The Company has not committed to any of the foregoing.

(s)    
          The Company has not committed to any of the foregoing.

4.10 Liabilities.To the Knowledge of the Company, the Company does not have
any Liability, except for (a) Liabilities quantified on the face of the Most Recent
Balance Sheet (or in any notes thereto) and not heretofore paid or discharged, (b)
Liabilities that have arisen after the Most Recent Balance Sheet Date in the Ordinary
Course of Business and none of which results from or relates to any Breach of Contract,
Breach of warranty, tort, infringement, or Breach of Law, or arose out of any Action or
Order, (c) obligations that exist under any Contract listed on Schedules 4.14, 4.17,
4.20, or 4.25 or other such Contracts which would have been required to be disclosed
on such Schedules, except that such Contracts did not meet the relevant minimum reporting
threshold amount, and (d) Liabilities contemplated by and incurred as a result of this
Agreement.

4.11 Legal Compliance.The Company has complied with all applicable Laws, and
no Action is pending or (to the knowledge of the Company) Threatened against it alleging
any failure to so comply. No material expenditures are required of the Company at the time
of the Closing in order to bring the Company and its business and operations into
compliance with applicable Law.

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4.12 Tax Matters.The Company has filed all Tax Returns that it was required to
file. All such Tax Returns were accurate, correct and complete in all respects and
accurately reflect the facts regarding the income, business, assets, operations,
activities, status, or other matters of the Company or any other information required to
be shown thereon. All Taxes the Company owes have been paid. No Action has ever been
initiated or, to the Knowledge of the Company, Threatened by a Governmental Body in a
jurisdiction where the Company does not file Tax Returns that it is or may be subject to
Taxation by that jurisdiction. There are no Encumbrances on any of the assets of the
Company that arose in connection with any failure (or alleged failure) to pay any Tax
other than Encumbrances for Taxes not yet due.

(a)    
          The Company has withheld and paid all Taxes required to have been withheld and
          paid in connection with amounts paid or owed to any employee, independent
          contractor, creditor, holder of its Equity Interests, or other third party.

(b)    
          To the Knowledge of Company, there is no Threatened assessment of, or any basis
          for, any additional Taxes for any period for which Tax Returns have been filed.
          No Action concerning any Tax Liability of the Company exists or has ever been
          claimed or raised, or to the Knowledge of the Company may be claimed or raised.
          The Company has made available to the Parent copies of all Tax Returns filed
          with respect to the Company for taxable periods on or after December 31, 1998,
          and identified those Tax Returns that have been audited. Schedule 4.12(b)
          lists all Tax Returns filed with respect to the Company for taxable periods on
          or after December 31, 1998, and indicates those Tax Returns that have been
          audited. The applicable statute of limitations for the assessment of Taxes for
          taxable periods ending before December 31, 1998 has expired. The Company has
          delivered to Parent correct and complete copies of all federal and state Tax
          Returns, examination reports, and statements of deficiencies assessed against or
          agreed to by the Company since December 31, 1998.

(c)    
          The Company has not requested any extension of time within which to file any Tax
          Return in respect of any taxable year which has not since been filed and has not
          waived any statute of limitations in respect of Taxes or agreed to any extension
          of time with respect to a Tax assessment or deficiency.

(d)    
          The Company is not required to include in income any adjustment pursuant to Code
          Section 481(a) of the Code, by reason of any voluntary or involuntary change in
          accounting method (nor has any taxing authority proposed in writing any such
          adjustment or change in accounting method).

(e)    
          The reserves for Taxes (determined in accordance with GAAP) reflected in the
          most recent financial statements of the Company is adequate in accordance with
          GAAP for the payment of all Taxes incurred or which may be incurred by the
          Company through the Closing Date.

(f)    
          The Company is not party to any agreement, plan, Contract or arrangement that
          could result, separately or in the aggregate, in the payment of any excess
          parachute payments within the meaning of Section 280G of the Code.

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(g)    
          The Company has not filed a consent under Code Section 341(f) concerning
          collapsible corporations.

(h)    
          The Company has disclosed on its Tax Returns all positions taken therein that
          could give rise to a substantial understatement of federal income Tax within the
          meaning of Section 6662(d) of the Code are adequately disclosed on the Tax
          Returns in accordance with Section 6662(d)(2) of the Code and the Company
          reasonably believes that the tax treatment of such item was more likely than not
          to be the proper treatment.

(i)    
          The Company is not a party to any Tax allocation or sharing Contract.

(j)    
          Schedule 4.12(m) sets forth the following information with respect to the
          Company as of the most recent practicable date: (i) the basis of the
          Company in its assets; (ii) the amount of any net operating loss, net
          capital loss, unused investment or other credit, unused foreign Tax, or excess
          charitable contribution allocable to the Company; and (iii) all material
          elections with respect to Taxes affecting the Company.

4.13 Title to and Condition of Assets.Except for properties and assets
disposed of in the Ordinary Course of Business since the Most Recent Balance Sheet Date
and except as provided in the Security Agreement, the Company has good and marketable
title to, or a valid leasehold interest in, all buildings, machinery, equipment, and other
tangible assets (a)  shown on the Interim Financial Statements, or
(b) materially used in the conduct of its business as currently conducted, in each
case free and clear of all Encumbrances except for (i) liens for taxes, assessments,
governmental charges or claims that are not yet due; (ii) statutory liens of landlords and
warehousemens, carriers, mechanics, suppliers materialmens,
repairmens, or other like liens (including Contractual landlords liens)
arising in the Ordinary Course of Business and with respect to amounts not yet delinquent;
(iii) liens incurred or deposits made in the Ordinary Course of Business in connection
with workers compensation, unemployment insurance and other similar types of social
security; and (iv) purchase money liens and liens securing rental payments under capital
lease arrangements appropriately reflected in the Financial Statements. Each such tangible
asset is in good operating condition (subject to normal wear and tear), and is suitable
for the purposes for which it is currently used.

4.14 Real Property.The Company does not own any real property. Schedule
4.14 lists all real property the Company leases. Schedule 4.14 contains an
accurate and complete list of all leases and other Contracts to which the Company is a
party in respect of real property the Company leases, accurate and complete copies of
which have been delivered to Parent. Except as set forth on Schedule 4.14, all of
such leases included on Schedule 4.14 are Enforceable against the Company, and, to
the Companys Knowledge, the applicable counter-parties.

4.15 Intellectual Property.The Company owns, or possesses rights to use, all
Intellectual Property used in its business as currently conducted. No Consent of any
Person is required for the Companys interest in such Intellectual Property to
continue to be Enforceable by the Surviving Corporation immediately following the
Transactions. The Companys use of such Intellectual Property in its business as
currently conducted (and the operation of its business) does not infringe upon any rights
any other Person owns or holds.

17



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4.16 Inventory.The Companys inventory consists of raw materials and
supplies, manufactured and processed parts, goods in process, and finished goods, all of
which is merchantable and fit for the purpose for which it was procured or manufactured,
and, except as has been written down on the face of the Most Recent Balance Sheet (or
reflected in the notes thereto), none of which is slow-moving, obsolete, damaged, or
defective. Any inventory that has been written down has either been written off or written
down to its net realizable value. Except for the inclusion of overhead in work in process
valuation as requested by Parent, there has been no change in inventory valuation
standards or methods with respect to the inventory in the prior three years. The Company
does not hold any items of inventory on consignment from other Persons and no other Person
holds any items of inventory on consignment from the Company. Schedule 4.16
accurately and completely lists all Truck Body Business inventory held at customer
locations, including the amount of inventory at each location.

4.17 Contracts.Except as otherwise disclosed in Schedules 4.14, 4.20 and
4.25, Schedule 4.17 lists the following Contracts to which the Company is a
party as of the Closing Date:

(a)    
          Any Contract (or group of related Contracts) for the lease of personal property
          to or from any Person providing for lease payments in excess of $5,000 per
          annum.

(b)    
          Any Contract (or group of related Contracts) for the purchase or sale of raw
          materials, commodities, supplies, products, or other personal property, or for
          the furnishing or receipt of services, the performance of which will or does
          extend over a period of more than one year, to the Knowledge of the Company
          result in a loss to the Company, or involve consideration in excess of $10,000
          in any twelve month period.

(c)    
          Any Contract concerning an investment in a limited liability company,
          partnership, joint venture, or other entity.

(d)    
          Any Contract (or group of related Contracts) under which the Company has
          created, incurred, assumed, or guaranteed any Liability for borrowed money or
          any capitalized lease, or any Contract under which it has imposed or the Company
          has suffered to exist an Encumbrance on any of its assets, in each case
          involving greater than $5,000.

(e)    
          Any Contract concerning noncompetition or material Contract concerning
          confidentiality.

(f)    
          Any Contract with any Stockholder or any Affiliates of any Stockholder that will
          survive the Closing.

(g)    
          Any Contract for the employment of any individual on a full-time, part-time,
          consulting, or other basis providing annual compensation in excess of $50,000 or
          providing severance benefits in excess of $20,000.

(h)    
          Any Contract under which it has advanced or loaned any amount to any of its
          directors or officers or any Stockholder or, outside the Ordinary Course of
          Business, to its employees that are not Stockholders or Affiliates of any
          Stockholder.

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(i)    
          Any other Contract (or group of related Contracts) the performance of which
          involves receipt or payment of consideration in excess of $12,000 during any
          twelve month period.

The
Company has delivered to Parent a correct and complete copy of each written Contract (as
amended as of the Closing Date) listed in Schedule 4.17 and a written summary
setting forth the terms and conditions of each oral Contract referred to in Schedule
4.17. With respect to each such Contract:

| | (i) | the Contract is Enforceable by the Company;
| | --- | -------------------------------------------

| | (ii) | the Contract will continue to be Enforceable on identical terms immediately
                    following the consummation of the Transactions;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the Company (and to its Knowledge, any counter-party) is not in Breach of such
                    Contract, and no event has occurred that with notice or lapse of time would
                    constitute a Breach under the Contract
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | the Company has not waived any Breach by any counter party to such Contract; and
| | ---- | --------------------------------------------------------------------------------

| | (v) | no party to the Contract has repudiated any provision thereof.
| | --- | --------------------------------------------------------------

4.18 Receivables.All of the Receivables (net of any reserves reflected on the
Most Recent Balance Sheet) are Enforceable, represent bona fide transactions, and arose in
the Ordinary Course of Business of the Company, and are reflected properly in their books
and records. All of the Receivables (net of any reserves reflected on the Most Recent
Balance Sheet) are good and collectible receivables, are current, and will be collected in
accordance with past practice and the terms of such Receivables (and in any event within
twelve months following the Closing Date), without set off or counterclaims. To the
Knowledge of the Company, no customer or supplier of the Company has any basis to believe
that it has or would be entitled to any payment terms other than terms in the Ordinary
Course of Business, including any prior course of conduct.

4.19 Powers
of Attorney. There are no outstanding powers of attorney executed on behalf of the
Company.

4.20 Insurance.Schedule 4.20 contains accurate and complete, (i) lists
of all insurance policies currently carried by the Company, (ii) lists of all claims made
by or on behalf of the Company under any insurance policy, including insurance loss runs
or workers compensation claims received, for the past three policy years, and (iii)
copies of all insurance policies currently in effect. The Company currently maintains
policies of casualty, liability and other forms of insurance in such amounts and against
such risks and losses, including such levels of self-insured retention, as are reasonably
prudent. During the previous three years, no insurance that the Company has carried has
been canceled nor has any such cancellation been, to the Knowledge of Company, Threatened.

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4.21 Litigation.Schedule 4.21 sets forth each instance in which the
Company (a) is subject to any outstanding Order or (b) is a party, the subject of, or, to
the Companys Knowledge, is Threatened to be made a party or the subject of any
Action. No Action required to be set forth in Schedule 4.21 questions the
Enforceability of this Agreement or the Transactions, or could result in any Material
Adverse Change with respect to the Company, and the Company has no Knowledge that any such
Action may be brought against the Company.

4.22 Product Warranty.Each product the Company has designed, manufactured,
sold, leased, or delivered has been in conformity with all applicable Law, Contracts, and
all express and implied warranties, and the Company has no Liability in excess of reserves
reflected on the Most Recent Balance Sheet for replacement or repair thereof or other
Damages in connection therewith. No product designed, manufactured, sold, leased, or
delivered by the Company is subject to any guaranty, warranty, or other indemnity or
similar Liability beyond the applicable standard terms and conditions of sale or lease.
Schedule 4.22 includes copies of the terms and conditions of sale or lease used by
the Company (containing and/ or incorporating applicable warranty, guaranty and similar
Liability indemnity provisions) during the year immediately preceding the Closing.

4.23 Product Liability.The Company has no Liability arising out of any injury
to individuals or property as a result of the ownership, possession, or use of any product
designed, manufactured, sold, leased, or delivered by the Company.

4.24 Labor; Employees.To the Companys Knowledge, no executive or key
employee, or group of employees acting together, has any plans to terminate employment
with the Company. The Company is not a party to or bound by any collective bargaining
Contract, nor has it experienced any strikes, grievances, claims of unfair labor
practices, or other collective bargaining disputes. The Company has not committed any
unfair labor practice (as determined under any Law). To the Companys Knowledge,
there is no organizational effort currently being made or Threatened by or on behalf of
any labor union with respect to any the Companys employees. The Company owes no
severance benefits, whether contingent or otherwise.

4.25 Employee Benefits.Schedule 4.25 lists each non-qualified deferred
compensation plan, qualified defined contribution retirement plan, qualified defined
benefit retirement plan or other material fringe benefit plan or program that the Company
maintains or to which the Company contributes. With respect to any employee benefit plan,
within the meaning of Section 3(3) of ERISA, which is subject to ERISA and which is
sponsored, maintained or contributed to, or has been sponsored, maintained or contributed
to within six years prior to the Closing Date, by the Company or any ERISA Affiliate, (a)
no withdrawal Liability, within the meaning of Section 4201 of ERISA, has been incurred,
which withdrawal Liability has not been satisfied, (b) no Liability to the PBGC has been
incurred by the Company or any ERISA Affiliate, which Liability has not been satisfied,
(c) no accumulated funding deficiency, whether or not waived, within the meaning of
Section 302 of ERISA or Section 412 of the Code has been incurred, and (d) all
contributions (including installments) to such plan required by Section 302 of ERISA and
Section 412 of the Code have been timely made. With respect to any such employee benefit
plan, such plan has been funded and been maintained in compliance with all Laws applicable
thereto and the requirements of such plans governing documents.

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4.26
Environmental, Health, and Safety Matters.

(a)    
          The Company has complied and is in compliance with all Environmental, Health,
          and Safety Requirements.

(b)    
          The Company has obtained, has complied with, and is in compliance with all
          Permits that are required pursuant to Environmental, Health, and Safety
          Requirements for the occupation of its facilities and the operation of its
          business. A list of all such material Permits is set forth in Schedule
          4.26(b). Such Permits are in full force and effect, free from Breach, and
          the Transactions will not adversely affect them.

(c)    
          The Company has not received within the last five (5) years any written or oral
          notice, report or other information regarding any actual or alleged violation of
          Environmental, Health, and Safety Requirements or any Liabilities, including any
          investigatory, remedial, or corrective Liabilities, relating to any of them or
          its facilities arising under Environmental, Health, and Safety Requirements.

(d)    
          None of the following exists at any property or facility currently or previously
          owned or operated (whether by fee interest, leasehold interest, or otherwise) by
          the Company: (i) under or above-ground storage tanks, (ii) asbestos containing
          material in any form or condition, (iii) materials or equipment containing
          polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal
          areas.

(e)    
          The Company has treated, recycled, stored, disposed of, arranged for or
          permitted the disposal of, transported, handled, or Released any substance,
          including any Hazardous Materials, or owned or operated any property or facility
          (and no such property or facility is contaminated by any such substance) in a
          manner that has given or would give rise to any Damages, including any Damages
          for response costs, corrective action costs, personal injury, property damage,
          or natural resources damages, pursuant to the Comprehensive Environmental
          Response, Compensation and Liability Act of 1980, as amended, the Solid Waste
          Disposal Act, as amended, or any other Environmental, Health, and Safety
          Requirements. For this section Hazardous
          Materials means any substance, pollutant, contaminant,
          material, or waste, or combination thereof, whether solid, liquid, or gaseous in
          nature, subject to regulation, investigation, control, or remediation under any
          Environmental, Health, and Safety Requirement, including the Comprehensive
          Environmental Response, Compensation and Liability Act, the Solid Waste Disposal
          Act, and the Resource Conservation and Recovery Act.

(f)    
          The Transactions will not result in any Liabilities for site investigation or
          cleanup, or require the Consent of any Person, pursuant to any Environmental,
          Health, and Safety Requirements including any so-called
          transaction-triggered or responsible property transfer
          requirements.

(g)    
          The Company has not, either expressly or by operation of Law, assumed or
          undertaken any Liability, including any obligation for corrective or remedial
          action, of any other Person relating to Environmental, Health, and Safety
          Requirements.

(h)    
          No facts, events or conditions relating to the past or present facilities,
          properties or operations of the Company, will prevent, hinder or limit continued
          compliance with Environmental, Health, and Safety Requirements, give rise to any
          Damages or any other Liabilities under Environmental, Health, and Safety
          Requirements.

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4.27 Customers and Suppliers.Schedule 4.27 lists the Companys (a)
ten largest customers in terms of sales during the 12 month period ended as of September
30, 2002, and states the approximate total sales by the Company to each such customer
during such period, respectively and (b) ten largest suppliers during the 12 month period
ended as of September 30, 2002. Except as set forth in Schedule 4.27, the Company
has not, to its Knowledge, received notice of termination or an intention to terminate the
relationship with the Company from any customer or supplier.

4.28 Permits.The Company possesses all Permits required to be obtained for its
businesses and operations. Schedule 4.28 sets forth a list of all such material
Permits. Except as set forth in Schedule 4.28, with respect to each such Permit:

(a)    
          it is valid, subsisting and in full force and effect;

(b)    
          there are no violations of such Permit that would result in a termination of
          such Permit; and

(c)    
          the Company has not received notice that such Permit will not be renewed; and

(d)    
          the Transactions will not adversely affect the validity of such Permit or cause
          a cancellation of or otherwise adversely affect such Permit.

4.29 Foreign Corrupt Practices Act Compliance.The Company has not, directly or
indirectly, in connection with its business, made or agreed to make any payment to any
Person connected with or related to any Governmental Body, except payments or
contributions required or allowed by applicable Law.

4.30 Certain Business Relationships with the Company.Except as set forth on
Schedule 4.30, no Stockholder or any of its Affiliates has any Contract with the
Company within the past twelve months, and no Stockholder or any of its Affiliates owns
any asset that is used in the Companys business.

4.31 Accuracy of Information Furnished.No representation, statement, or
information contained in this Agreement (including the Schedules) or any Contract or
document executed in connection herewith or delivered pursuant hereto or thereto contains
any untrue statement of a material fact or omits any material fact necessary to make the
information contained therein not misleading. The Company has provided Parent with correct
and complete copies of all documents listed or described in the Schedules.

4.32 Termination
of Certain Contracts.  As of the Closing Date,

(a)    
          That certain Company Stock Option Plan, dated as of January 27, 1995, has been
          terminated by the Company, is of no further force or effect, and the Company has
          no obligation or Liability thereunder.

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(b)    
          All outstanding stock option grants and related agreements made by the Company
          have been terminated by all relevant parties, are of no further force or effect
          and the Company has no obligation or Liability with respect thereto.

(c)    
          That certain Employment Agreement, by and between the Company and Vlietstra has
          been terminated by all of the parties thereto, is of no further force or effect,
          and the Company has no obligation or Liability with respect thereto.

(d)    
          That certain Employment Agreement, dated as of October 1, 2001, by and between
          the Company and Howard Magor has been terminated by all of the parties thereto,
          is of no further force or effect, and the Company has no obligation or Liability
          with respect thereto.

(e)    
          That certain Stock Purchase Agreement, dated as of 1984, by and between the
          Company and the Howard H. Magor has been terminated by all of the parties
          thereto, is of no further force or effect, and the Company has no obligation or
          Liability with respect thereto.

(f)    
          That certain Deferred Compensation Plan, dated as of April 9, 1998,by the
          Company in favor of Robert L. Watson, Sr. has been terminated, is of no further
          force or effect, and the Company has no obligation or Liability with respect
          thereto.

(g)    
          That certain Verbal Equipment Rental Agreement between Nicobar Equipment Leasing
          LLC (Nicobar) and the Company has been
          terminated, is of no further force or effect, and the Company has no obligation
          or Liability with respect thereto.

4.33 Representations Complete.Except as and to the extent set forth in this
Agreement, neither the Company nor any Stockholder makes any representations or warranties
whatsoever (INCLUDING, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) to any Parent Party
and each of them hereby disclaims all Liability and responsibility for any representation,
warranty, statement, or information not included herein that was made, communicated, or
furnished (orally or in writing) to any Parent Party or its representatives (including any
opinion, information, projection, or advice that may have been or may be provided to any
Parent Party by any director, officer, employee, agent, consultant, or representative of
the Company or Stockholders).

# ARTICLE 5.INDEMNIFICATION

5.1 Survival
of Representations and Warranties.  Vlietstra agrees that

(a)    
          From and after the Closing and subject to the provisions of this Article, each
          representation and warranty contained in ARTICLE 4 and any
          certificate related to such representations and warranties will survive the
          Closing and will continue in full force and effect for two (2) years thereafter,
          except the representations and warranties set forth in Sections 4.12 and
          4.26, which will survive the Closing and continue in full force and effect
          until the applicable statute of limitations expires (or for three (3) years if
          there is no applicable statute of limitations), but they will survive
          indefinitely with respect to any Breach thereof that is a result of actual
          (rather than constructive) fraud.

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(b)    
          Each representation and warranty of Parent contained in ARTICLE 3 and any
          certificate related to such representations and warranties will survive the
          Closing and continue in full force and effect for two (2) years thereafter.

(c)    
          Each other provision in this Agreement or any certificate or document delivered
          pursuant hereto will survive for the relevant statute of limitations period,
          unless a different period is expressly contemplated herein or thereby.

5.2 Indemnification Provisions for Parents Benefit.Subject to the other
provisions of this Article 5, from and after the Closing, Vlietstra will indemnify and
hold the Stockholder Indemnitees harmless from and pay any and all Damages caused by any
one of the following:

(a)    
          Any Breach of any representation or warranty Vlietstra has made in this
          Agreement.

(b)    
          Any Breach by Vlietstra of any covenant or obligation of Vlietstra set forth in
          this Agreement.

(c)    
          Any Liability arising from the operation and ownership of, or conditions
          occurring with respect to, the Company prior to the Closing, except for (a)
          Liabilities quantified on the face of the Most Recent Balance Sheet (or in any
          notes thereto) and not heretofore paid or discharged, (b) Liabilities that have
          arisen after the Most Recent Balance Sheet Date in the Ordinary Course of
          Business and none of which results from or relates to any Breach of Contract,
          Breach of warranty, tort, infringement, or Breach of Law, or arose out of any
          Action or Order, (c) obligations that exist under any Contract listed on
          Schedules 4.14, 4.17, 4.20, or 4.25 or other such Contracts which would
          have been required to be disclosed on such Schedules, except that such Contracts
          did not meet the relevant minimum reporting threshold amount, or (d) Liabilities
          contemplated by and incurred as a result of this Agreement; provided, however,
          that no claim shall be asserted pursuant to this Section 5.2(c), if (i)
          such claim for Damages could also have been asserted under Section 5.2(a)
          but is precluded from being brought under such Section as a result of the
          limitations on survival set forth in Section 5.1, or (ii) such claim is
          not asserted prior to the expiration of the fourth anniversary of the Closing
          Date.

(d)    
          Any liabilities of the Company that were assigned or otherwise transferred to
          any Stockholder or Affiliate prior to the Merger.

(e)    
          Any demand, action or proceeding against the Surviving Corporation under or
          arising out of that certain Continuing and Unconditional Guaranty between it and
          Bank of American, N.A. dated July 1, 2000 (the
          Guaranty), but only to the extent such demand,
          action or proceeding is not caused by (i) a failure of the Surviving Corporation
          to pay rent it is obligated to pay under the lease arrangements described in the
          Real Estate Closing Letter, or (ii) a breach or default that first occurs after
          the Closing Date by the Surviving Corporation under (A) the Guaranty, (B) that
          certain Tax Regulatory Agreement by and among Industrial Development Authority
          of the County of Riverside, Riverside, the Company, and Nicobar, dated as of
          July 1, 2000, (C) that certain Subordination Agreement between the
          Company, Riverside and Bank of America, N.A., dated as of June 22, 2001, (D)
          that certain Letter of Credit and Reimbursement Agreement dated as of July 1,
          2000 between the Company, Riverside and Bank of America, N.A., (E) that certain
          Security Agreement (Receivables, Inventory and Equipment), dated March 22, 1999,
          by the Company and Bank of America, N.A. (Security
          Agreement), or (F) that certain No Arbitrage Certificate of
          the Authority (collectively, including the Guaranty and Security Agreement, the
          GuarantyDocuments).

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5.3 Indemnification Provisions for the Stockholders Benefit.The Parent
Parties will, jointly and severally, indemnify and hold the Parent Indemnitees harmless
from and pay any and all Damages directly or indirectly resulting from, relating to,
arising out of, or attributable to any of the following:

(a)    
          Any Breach of any representation or warranty any Parent Party has made in this
          Agreement.

(b)    
          Any Breach by any Parent Party of any covenant or obligation of any Parent Party
          set forth in this Agreement.

(c)    
          Any event arising from the operation and ownership of, or conditions occurring
          with respect to, the Company after 11:59 p.m. on the Closing Date.

5.4
Indemnification Claim Procedures.

(a)    
          If any Action is commenced in which any Party is a party that may give rise to a
          claim for indemnification against any Indemnitor (an Indemnification
          Claim) then such Party (the
          Indemnitee) will promptly notify, but in no
          event more than fifteen days following such Partys receipt of such Action,
          the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor
          (as applicable) of any Liability that it may have to the Party, except to the
          extent the defense of such Action is materially prejudiced by the Partys
          failure to give such notice and the Indemnitor shall have no Liability for any
          expenses incurred by the Indemnitee during the period in which such notice is
          delinquent.

(b)    
          Any Indemnitor shall have the right to defend the Indemnitee against the Action
          with counsel of its choice reasonably satisfactory to the Indemnitee so long as
          the Indemnitor notifies the Indemnitee in writing within fifteen days after the
          Indemnitee has given notice of the Action that the Indemnitor will assume the
          defense of such Action. Any Indemnitee shall provide the Indemnitor or its
          counsel with commercially reasonable access to the Indemnitees books,
          records and personnel as may be necessary for Indemnitor to provide the defense
          described herein. Vlietstra may use the Second Holdback Amount, the Third
          Holdback Amount and the Fourth Holdback Amount (collectively, the
          Indemnification Holdback Amounts), to the
          extent available, to satisfy any costs and expenses associated with any
          Indemnification Claim.

(c)    
          The Indemnitee may retain separate co-counsel at its sole cost and expense and
          participate in the defense of the Action. The Indemnitee shall not consent to
          the entry of any judgment or enter into any settlement with respect to the
          Action without the prior written consent of the Indemnitor.

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5.5 Limitations
 on  Indemnification  Liability.  All  claims  made  under  this  ARTICLE 5 will be
limited as follows:

(a)    
          Cap on Liability. Anything contained in this Agreement to the contrary
          notwithstanding (x) unless otherwise expressly authorized by Vlietstra, any and
          all Liability of Vlietstra for Damages shall be satisfied exclusively from the
          Indemnification Holdback Amounts until the Indemnification Holdback Amounts have
          been depleted, and (y) Vlietstras aggregate Liability for Damages under
          this Agreement, other than an Indemnification Claim pursuant to Section 5.2(e)
          which shall not be limited in amount and shall not reduce Vlietstras
          liability under this Section, shall not exceed the Ceiling (as defined below).
          The Ceiling initially shall be $4,770,000 in the aggregate (which
          amount is inclusive of the Holdback Amounts as opposed to being in addition
          thereto). The Ceiling shall be automatically reduced, dollar for dollar, by the
          amount of all Authorized Off-Sets and all other amounts paid by Vlietstra in
          respect of Indemnification Claims. The Ceiling also shall be automatically
          reduced, dollar for dollar, by one-half of the cumulative amount of EBITDA (as
          defined below) following the Effective Date. Notwithstanding the immediately
          preceding sentence, if an Indemnification Claim is made that exceeds the
          aggregate amount of the then remaining Indemnification Holdback Amounts that
          have not previously been reserved in respect of an Indemnification Claim that is
          pending (an Excess Claim), then for purposes of
          such Excess Claim the Ceiling shall not thereafter continue to be automatically
          reduced based on EBITDA to an amount less than the aggregate Excess Claims;
          provided, however, that for clarification (i) all amounts actually paid by
          Vlietstra (including Authorized Off-Sets) to resolve such Excess Claim and/or
          any other Indemnification Claims shall reduce the Ceiling for such Excess Claim
          and all other Indemnification Claims, and (ii) the Ceiling shall continue to be
          automatically reduced based on EBITDA for all other purposes including all other
          existing or future Indemnification Claims (excluding Excess Claims once made).
          As used in this Section 5.5, EBITDA
          means the net operating earnings of the Surviving Corporation (and its
          successors) following the Effective Date (but excluding EBITDA attributable to
          the Truck Body Business), calculated without deduction of interest expense,
          income taxes, depreciation expense or amortization expense, and including only
          net operating earnings that result from operations of the business in the
          ordinary course or that are reasonably expected to be recurring based on
          information available at the date of calculation. In addition, EBITDA shall
          exclude all overhead allocations and similar charges from Parent and its
          Affiliates. Unless expressly provided otherwise in this Section 5.5(a), EBITDA
          shall be determined in accordance with the accounting methodology used in
          preparing the Statement of Income included in the Interim Financial Statements
          and otherwise in accordance with GAAP. The Parent shall deliver to Vlietstra a
          reasonably detailed report setting forth the calculation of EBITDA on an annual
          basis by March 31 of each year and on a cumulative basis concurrently with the
          making of any Indemnification Claim (cumulative through the last day of the last
          full calendar month preceding the Indemnification Claim). Upon the request of
          Vlietstra, the Parent shall promptly provide to Vlietstra an explanation and
          back up information reasonably necessary to substantiate the calculation of
          EBITDA.

(b)    
          Parent Parties Ceiling. The Parent Parties aggregate
          Liability for money Damages under this Agreement related to Breaches of the
          representations, warranties, and covenants herein will not, excluding liability
          for failure to pay upon Closing the Merger Consideration required to be paid
          upon Closing, exceed an amount equal to the total possible Liability of
          Vlietstra under Section 5.5(a), provided that the limitation contemplated
          hereby will not be applicable with respect to instances of actual (but not
          constructive) fraud by a Parent Party.

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(c)    
          Limitation on Amount. There shall be no Liability with respect to claims
          under Section 5.2 until the total of all Damages with respect to such
          matters exceeds $150,000 at which time Vlietstra will be Liable for all Damages
          (subject to such other limitations found herein), including the first $150,000.
          There shall be no Liability with respect to claims under Section 5.3
          until the total of all Damages with respect to such matters exceeds $150,000 at
          which time the Parent Parties will be Liable for all Damages (subject to such
          other limitations found herein), including the first $150,000.

5.6 Authorized Set-Offs Against Holdback Amounts.Until expiration of the
Fourth Holdback Period, Parent is entitled to set-off (on a dollar-for-dollar basis)
against the Indemnification Holdback Amounts (in order of the Holdback Amounts and during
the Third Holdback Period using either Parent Common Shares or cash in the Third Holdback
Amount, at the election of Vlietstra) established pursuant to Section 2.7(b) all
obligations of Vlietstra to pay Damages to Parent under this Agreement where such set-off
and payment of such Damages is specifically approved in writing by either Vlietstra or
pursuant to any final and binding determination pursuant to Section 7.7
(Authorized Set-Offs). Vlietstra must, in any instance in
which Parent is entitled to an Authorized Set-Off, execute such documents and take such
action as may be necessary to direct and enable the disbursement of amounts from the Joint
Account in which the Indemnification Holdback Amounts are then held, or, if payment is to
be tendered using Parent Common Shares, to direct and enable the release and transfer of
those Parent Common Shares to Parent (provided that Vlietstra may elect to pay cash to
satisfy Damages in lieu of a set-off against Parent Common Shares, but such election shall
not accelerate the release of any of the Parent Common Shares). For purposes of this
Section 5.6, the value of any Indemnification Holdback Amounts comprised of
Parent Common Shares that are used to satisfy Damages payable to Parent will be the
average closing price quoted by NASDAQ per share of Parent Common Stock for the twenty
trading days ending five calendar days prior to the date that payment of Damages is
actually due. Except as specifically provided in this Section 5.6 and in Section 2.14, the
Merger Consideration including all Holdback Amounts shall not be subject to any set-off,
reduction or holdback of any nature whatsoever.

5.7 Option to Pay in Parent Common Shares. If Vlietstra has an obligation to
pay Damages to Parent under this ARTICLE 5, Vlietstra may satisfy the obligation by
surrendering for redemption that quantity of shares of Parent Common Shares equal in value
to the Damages (but any tender of Parent Common Shares will not accelerate any release of
the Holdback Amounts). For purposes of this Section 5.7, the value of Parent Common
Shares will be the average closing price quoted by NASDAQ per share of Parent Common Stock
for the twenty trading days ending five calendar days prior to the date that payment of
Damages is actually made by Vlietstra.

5.8 Indemnification if Negligence of Indemnitee.Each Indemnitees rights
and remedies set forth in this Agreement will survive the Closing and will not be deemed
waived by such Indemnitees consummation of the Transactions.

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5.9
Other Indemnification Provisions.

(a)    
          The Parties agree that the remedies provided in this Section 5 are the
          exclusive remedies for any Damages resulting from any Breach of a
          representation, warranty, or covenant contained in this Agreement.

(b)    
          Any Liability of the Company to any Parent Indemnitee under this Agreement will
          terminate for all purposes upon Closing and have no further force or effect.

(c)    
          A claim for any matter not involving a third party may be asserted by notice to
          the Party from whom indemnification is sought.

(d)    
          All indemnification payments under this Section 5 shall be deemed
          adjustments to the Purchase Price. In determining the amount of Damages, the
          amount of any insurance benefits or Tax benefits (federal, state or local) to be
          realized by the Indemnitee by reason of or relating to such claims shall be
          taken into consideration.

# ARTICLE 6.POST-CLOSING COVENANTS

6.1 Rule 144 Compliance. The Parent Parties will use good faith efforts to
comply with the public information requirements of Rule 144(c)(1) of the Securities Act.
The Parent Parties shall exercise all commercially reasonable efforts necessary to ensure
that Parent Common Shares, or any successor shares issued to the Stockholders as the
result of any merger or sale of the Parent, remain authorized for listing on NASDAQ or
another national stock exchange or quotation system.

6.2 Additional Agreements of Employment. Vlietstra will use his good faith
efforts to cause (i) Randall L. Granus to enter into an employment agreement with the
Company, substantially in a form acceptable to the Surviving Corporation and (ii) Robert
Watson to enter into an employment agreement with the Company in a form acceptable to the
Surviving Corporation.

6.3 Release of Guaranty. The Parties will each use their best efforts to cause
Bank of America, N.A. to terminate the Guaranty and Security Agreement, and release the
Company from all obligations thereunder, upon the most favorable terms possible, provided
that neither Vlietstra nor Riverside will be required to pay any costs or expenses in
connection with obtaining such termination and release. Vlietstra agrees that he will not,
and he will ensure that Riverside, Nicobar and his spouse do not, take or omit to take any
action if such action or omission materially increases the Indebtedness
guaranteed by the Surviving Corporation under the Guaranty. The Parties agree that the
Surviving Corporation may, with the prior written consent of Vlietstra which consent
cannot be unreasonably withheld, deliver to Bank of America, N.A. a Revocation of
Guaranty to the extent permitted by Section 12 of the Guaranty.

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# ARTICLE 7.MISCELLANEOUS

7.1 Schedules. Except as provided otherwise in the Schedules, disclosures in
the Schedules, and those in any supplement thereto, relate only to the representations and
warranties in the Section or paragraph of the Agreement to which they expressly relate and
not to any other representation or warranty in this Agreement.

7.2 Entire Agreement.This Agreement, together with the Exhibits and Schedules
hereto and the certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the Parties in
respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the Parties, written or oral, to the extent they relate in any
way to the subject matter hereof or the Transactions. The Stockholders are third party
beneficiaries under this Agreement. Except for the Stockholders and as expressly
contemplated by ARTICLE 5, there are no third party beneficiaries having rights
under or with respect to this Agreement.

7.3 Successors.All of the terms, agreements, covenants, representations,
warranties, and conditions of this Agreement are binding upon, and inure to the benefit of
and are enforceable by, the Parties and their respective successors.

7.4 Assignments.No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of Parent,
(before the Closing) the Company, and (after the Closing) Vlietstra; provided, however,
that the sale or transfer of equity interests in the Company or any Parent Party after the
Closing is not a violation of this provision.

7.5 Notices.All notices, requests, demands, claims and other communications
hereunder will be in writing. Any notice, request, demand, claim or other communication
hereunder will be deemed duly given if (and then three business days after) it is sent by
registered or certified mail, return receipt requested, postage prepaid, and addressed to
the intended recipient as set forth below:

| | If to Parent and after Closing to Surviving Corporation:
Prime Medical Services, Inc.
1301 Capital of Texas Hwy., Suite C-300
Austin, Texas 78746
Attn:  President
Fax:     (512) 328-8510
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Copy to (which will not constitute notice):
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
300 West Sixth Street, Suite 2100
Austin, Texas 78701
Attn:  Timothy L. LaFrey
Fax:     (512) 703-1111
If to Vlietstra:
Klaas F. Vlietstra
401 Wilshire Boulevard, Suite 1060
Santa Monica, California  90401
Fax:     (310) 917-3329
Copy to (which will not constitute notice):
Maron & Sandler
1250 Fourth Street, Suite 550
Santa Monica, California  90401
Attn:  David S. Kyman, Esq.
Fax:     (310) 570-4901
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any
Party may send any notice, request, demand, claim, or other communication hereunder to the
intended recipient at the address set forth above using any other means (including
personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail,
or electronic mail), but no such notice, request, demand, claim, or other communication
will be deemed to have been duly given unless and until it actually is received by the
intended recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

7.6 Specific Performance.Each Party acknowledges and agrees that the other
Parties would be damaged irreparably if any provision of this Agreement is not performed
in accordance with its specific terms or is otherwise Breached. Accordingly, each Party
agrees that the other Parties will be entitled to an injunction or injunctions to prevent
Beaches of the provisions of this Agreement and to enforce specifically this Agreement and
its terms and provisions in any Action instituted in any court of the United States or any
state thereof having jurisdiction over the Parties and the matter.

7.7 Binding Arbitration.Except for disputes where the only remedy sought is an
equitable remedy, all disputes arising under this Agreement
(Disputes), will be resolved as follows:

(a)    
          Vlietstra and senior management of Parent will meet to attempt to resolve such
          disagreements.

30



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(b)    
          If the Dispute cannot be resolved by agreement of the Parties, any Party may at
          any time make a written demand for binding arbitration of the Dispute in
          accordance with this Section 7.7 (a
          Demand) to the other Party (the
          Respondent).

(c)    
          The arbitration will take place in Dallas, Texas administered by Judicial
          Arbitration and Mediation Services, Inc. (JAMS)
          pursuant to its Streamlined Arbitration Rules and Procedures, provided, however,
          that the Parties shall have the right to conduct discovery through depositions,
          interrogatories, requests for admission, and/or requests for production of
          documents, subject to the supervision of the arbitrator.

(d)    
          Unless an arbitrator has been previously selected by agreement of the Parties, a
          JAMS case manager may attempt to facilitate agreement among the Parties
          regarding selection of the arbitrator. If the Parties do not agree on an
          arbitrator, the case manager shall send the Parties a list of at least five (5)
          arbitrator candidates. The case manager shall also provide each Party with a
          brief description of the background and experience of each arbitrator candidate.
          Within seven (7) calendar days of service upon the Parties of the list of names,
          each Party may strike two (2) names , and shall rank the remaining arbitrator
          candidates in order of preference. The remaining arbitrator candidate with the
          highest composite ranking shall be appointed the arbitrator.

(e)    
          The Demand shall set forth in reasonable detail the factual basis of the claim,
          the amount involved, and any remedy sought. Respondent may file an answer and
          counterclaim within 20 days of Respondents receipt of the Demand, and the
          claimant shall file a reply to the counterclaim within 20 days thereafter.
          Arbitration shall take place within 120 days from the expiration of the time for
          filing arbitration pleadings as set forth above, unless the arbitrator concludes
          that additional time is appropriate.

(f)    
          The cost of arbitration shall be borne equally by the Parties.

(g)    
          Upon rendering of the arbitration award, each Party shall have ten days to seek
          reconsideration of the award, which reconsideration may be granted or denied in
          the discretion of the arbitrator. Any arbitration award shall be deemed final 10
          business days after it is rendered, unless an application for reconsideration
          has been made. Only one such application for reconsideration may be made by each
          Party for any claim made hereunder. Any award after a reconsideration shall be
          final upon being served upon the Parties.

(h)    
          Either Party may apply to any court of competent jurisdiction to enter judgment
          on the award or otherwise enforce the award.

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

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

7.10 Headings.The article and section headings contained in this Agreement are
inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.

31



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7.11 Governing Law.This Agreement and the performance of the Transactions and
obligations of the Parties hereunder will be governed by and construed in accordance with
the laws of the State of Texas, without giving effect to any choice of Law principles;
provided, however, that Corporate Law shall, to the extent necessary, govern the Merger
and its legal effects.

7.12 Amendments.After the Stockholders approve and adopt this Agreement and
the Merger, no amendment to this Agreement may be made, unless Vlietstra approves such
amendment. Amendments to this Agreement must be in writing that the Company and Parent
Parties have signed.

7.13
Extensions; Waiver.

(a)    
          At any time prior to the Merger, the Parent Parties, on the one hand, and the
          Company, on the other, to the extent legally allowed, may (i) extend the time
          for the performance of any of the obligations of the other Party, (ii) waive any
          inaccuracies in the representations and warranties made to such Party contained
          herein or in any document delivered pursuant hereto, and (iii) waive compliance
          with any of the agreements or conditions for the benefit of such Party contained
          herein. Any agreement on the part of a Party to any such extension or waiver
          will be valid only if set forth in an instrument in writing signed on behalf of
          such Party.

(b)    
          No waiver by any Party of any default, misrepresentation, or Breach of warranty
          or covenant hereunder, whether intentional or not, may be deemed to extend to
          any prior or subsequent default, misrepresentation, or Breach of warranty or
          covenant hereunder or affect in any way any rights arising because of any prior
          or subsequent such occurrence.

7.14 Severability.The provisions of this Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision of this
Agreement, as applied to any Party or to any circumstance, is adjudged by a Governmental
Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the
Parties agree that the Governmental Body, arbitrator, or mediator making such
determination will have the power to modify the provision in a manner consistent with its
objectives such that it is enforceable, and/or to delete specific words or phrases, and in
its reduced form, such provision will then be enforceable and will be enforced

7.15 Expenses.Except as otherwise expressly provided in this Agreement, each
Party will bear its own costs and expenses (and the Company will bear Vlietstras
costs and expenses up to the amount stated for those expenses in payoff letters delivered
to Parent pursuant to Section 2.14(a)) incurred in connection with the preparation,
execution and performance of this Agreement and the Transactions including all fees and
expenses of agents, representatives, financial advisors, legal counsel and accountants.

32



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7.16 Construction.The Parties have participated jointly in the negotiation and
drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties and no
presumption or burden of proof will arise favoring or disfavoring any Party because of the
authorship of any provision of this Agreement. Any reference to any federal, state, local,
or foreign Law will be deemed also to refer to Law as amended prior to the Closing Date
and all rules and regulations promulgated thereunder prior to the Closing Date, unless the
context requires otherwise. The words include, includes, and
including will be deemed to be followed by without limitation.
Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice
versa, unless the context otherwise requires. The words this Agreement,
herein, hereof, hereby, hereunder, and
words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The Parties intend that each representation,
warranty, and covenant contained herein will have independent significance. If any Party
has Breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which the Party has
not Breached will not detract from or mitigate the fact that the Party is in Breach of the
first representation, warranty, or covenant.

7.17 Incorporation of Exhibits, Annexes, and Schedules.The Exhibits, Annexes,
Schedules, and other attachments identified in this Agreement are incorporated herein by
reference and made a part hereof.

[signature page follows]

33



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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written.

| | Prime Medical Services, Inc.
By:    _________________________________________________
       John Q. Barnidge, Senior Vice President and
       Chief Financial OfficerABC Merger Co.
By:    _________________________________________________
       John Q. Barnidge, President and
       SecretaryAluminum Body Corporation
By:    _________________________________________________
       Klaas F. Vlietstra, President and Secretary
       _________________________________________________
       Klaas F. Vlietstra, individually as a Stockholder
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

S-1



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# SCHEDULE Ito the Merger Agreement

# DEFINITIONS

Action
means any claim, lawsuit, litigation, arbitration, mediation, hearing, inquiry, demand, or
similar proceeding.

Affiliate
or Affiliated with respect to any specified Person, means
a Person that, directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with, such specified Person. For this
definition, control (and its derivatives) means the possession, directly or
indirectly, of 50% or more of the voting Equity Interests of a Person, or the power,
directly or indirectly, to vote 50% or more of the voting Equity Interests of a Person.

Agreement
is defined in the preamble to this Agreement.

Answer
is defined in Section 7.7(b).

Asset
Purchase Agreement means that certain Asset Purchase Agreement by and
between Nicobar and AK Associates, L.L.C., dated as of the Effective Time.

Breach
means any breach, default or violation, or any other act or omission that would, with the
giving of notice, the passage of time or both, constitute a breach, default or violation.

Cash
Consideration is defined in Section 2.7(b).

Claimant
is defined in Section 7.7(b).

Closing
is defined in Section 2.2.


Closing Date is defined in Section 2.2.

Code
means the Internal Revenue Code of 1986, as amended.

Commitment
means (a) options, warrants, convertible securities, exchangeable securities, subscription
rights, conversion rights, exchange rights, or other Contracts that could require a Person
to issue any of its Equity Interests or to sell any Equity Interests it owns in another
Person; (b) any other securities convertible into, exchangeable or exercisable for, or
representing the right to subscribe for any Equity Interest of a Person or owned by a
Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a
Persons Organizational Documents; and (d) stock appreciation rights, phantom stock,
profit participation, or other similar rights with respect to a Person.

Company
is defined in the preamble to this Agreement.

Company
Shares is defined in the recitals to this Agreement.

Schedule I-1



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Company Stock
Certificate is defined in Section 2.7(b).

Consent
means any consent, approval, notification, waiver, or other similar action.

Contract
means any contract, agreement or other legally binding arrangement, whether written or
oral.

Conversion
Consideration is defined in Section 2.7(b).

Corporate
Law is defined in Section 2.1.

Damages
means any and all losses, costs, deficiencies or other charges, provided that Damages
shall not include any punitive, special, or opportunity cost damages of any kind.

Demand
is defined in Section 7.7(b).

Dispute
is defined in Section 7.7(b).

Dissenting
Stockholder is defined in Section 2.11.

Effective
Time is defined in the recitals to this Agreement.

Employee
Agreement means each management, employment, severance, or similar
Contract between the Company and any employee, providing services to the Company pursuant
to which the Company has or may have any Liability.

Employee
Benefit Plan means each plan, program, policy, payroll practice,
contract, agreement, or other arrangement providing for compensation, severance,
termination pay, performance awards, stock or stock related awards, fringe benefits or
other employee benefits of any kind, whether formal or informal, funded or unfunded,
written or oral and whether or not legally binding that is an employee benefit
plan, within the meaning of Section 3(3) of ERISA and each Multiemployer
Plan within the meaning of Sections 3(37) or 4001(a)(3) of ERISA.

Employment
Agreement means the employment Contract between Surviving Corporation
and Klaas F. Vlietstra in a form agreed to by the Surviving Corporation and Vlietstra.

Encumbrance
means any Order, Security Interest, Contract, covenant, community property interest,
equitable interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income, or exercise of any other
attribute of ownership.

Enforceable:
a Contract is Enforceable if it is the legal, valid, and binding obligation of
the applicable Person enforceable against such Person in accordance with its terms, except
as such enforceability may be subject to the effects of bankruptcy, insolvency,
reorganization, moratorium, or other Laws relating to or affecting the rights of
creditors, and general principles of equity.

Schedule I-2



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Environment
means soil, land surface or subsurface strata, waters (including, navigable ocean, stream,
pond, reservoirs, drainage, basins, wetland, ground, and drinking), sediments, ambient air
(including indoor), noise, plant life, animal life, and all other environmental media or
natural resources.

Environmental,
Health, and Safety Requirements means all Orders, Contracts and Laws
concerning or relating to public health and safety, worker/occupational health and safety,
and pollution or protection of the Environment, including those relating to the presence,
use, manufacturing, refining, production, generation, handling, transportation, treatment,
recycling, transfer, storage, disposal, distribution, importing, labeling, testing,
processing, discharge, Release, Threatened Release, control, or other action or failure to
act involving cleanup of any hazardous materials, substances, or wastes, chemical
substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum
products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation, each as
amended and as now or hereafter in effect and in effect at Closing.

Equity
Interest means (a) with respect to a corporation, any and all shares
of capital stock and any Commitments with respect thereto, (b) with respect to a
partnership, limited liability company, trust, or similar Person, any and all units,
interests or other partnership/limited liability company interests, and any Commitments
with respect thereto, and (c) any other direct or indirect equity ownership or
participation in a Person.

ERISA
means the Employee Retirement Income Security Act of 1974.

ERISA
Affiliate means each business or entity which is a member of a
controlled group of corporations, under common control or an
affiliated service group with the Company within the meaning of Sections
414(b), (c) or (m) of the Code, or required to be aggregated with the Company under
Section 414(o) of the Code, or is under common control with the Company,
within the meaning of Section 4001(a)(14) of ERISA.

Exchange
Act means the Securities Exchange Act of 1934.

Financial
Statements is defined in Section 4.8.

First
Holdback Amount is defined in Section 2.7.

First Holdback
Period means the period beginning on the Closing Date and ending on
the 120th day (or first business day thereafter) following the Closing Date.

Foreign
Corrupt Practices Act means the Foreign Corrupt Practices Act of
1977.

Fourth
Holdback Amount is defined in Section 2.7.

Fourth Holdback
Period means the period beginning on the Closing Date and ending on
the fourth anniversary of the Closing Date (or first business day thereafter).

GAAP
means United States generally accepted accounting principles, consistently applied.

Schedule I-3



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Governmental
Body means any legislature, agency, bureau, branch, department,
division, commission, court, tribunal, magistrate, justice, multi-national organization,
quasi-governmental body, or other similar recognized organization or body of any federal,
state, county, municipal, local, or foreign government or other similar recognized
organization or body exercising similar powers or authority.

Guaranty
is defined in Section 5.2(e).

Guaranty
Documents is defined in Section 5.2(e).

Holdback Amounts
means, collectively, all amounts comprising the First Holdback Amount, the Second Holdback
Amount, the Third Holdback Amount, and the Fourth Holdback Amount.

Indemnification
Claim is defined in Section 5.4(a).

Indemnification Holdback
Amount is defined in Section 5.4(b).

Indemnitor
means any Party having any Liability to any Indemnitee under this Agreement.

Intellectual
Property means any rights, licenses, liens, security interests,
charges, encumbrances, equities and other claims that any Person may have to claim
ownership, authorship or invention, to use, to object to or prevent the modification of,
to withdraw from circulation or control the publication or distribution of any: (a)
copyrights in both published works and unpublished works, (b) fictitious business names,
trading names, corporate names, registered and unregistered trademarks, service marks, and
applications, (c) any (i) patents and patent applications, and (ii) business methods,
inventions, and discoveries that may be patentable, (d) computer software or middleware,
and (e) know-how, trade secrets, confidential information, customer lists, software
(source code and object code), technical information, data, process technology, plans,
drawings, and blue prints.

Interim
Financial Statements is defined in Section 4.8.

Joint
Account is defined in Section 2.14(c).

Knowledge:
an individual will be deemed to have Knowledge of a particular fact or other
matter if (a) such individual is actually aware of such fact or other matter; or
(b) such individual should reasonably be aware of such fact or matter. A Person other
than an individual will be deemed to have Knowledge of a particular fact or
other matter if (i) any individual who is serving, or who has at any time served, as
a director or officer, or employee charged with substantial management authority, has, or
at any time had, Knowledge of such fact or other matter.

Law
means any law (statutory, common, or otherwise), constitution, treaty, convention,
ordinance, equitable principle, code, rule, regulation, executive order, or other similar
authority enacted, adopted, promulgated, or applied by any Governmental Body, each as
amended and now in effect (unless the context requires otherwise).

Schedule I-4



---

Liability
or Liable means any liability or obligation, whether
known or unknown, asserted or unasserted, absolute or contingent, matured or unmatured,
conditional or unconditional, latent or patent, accrued or unaccrued, liquidated or
unliquidated, or due or to become due.

Material
Adverse Change(or Effect) means a material adverse
change or effect in the financial condition, assets, Liabilities, operations or business
excluding any change or effect relating to or resulting from (a) events affecting the
United States or global economy or capital or financial markets generally, (b) general
changes in conditions in the industries in which the Company conducts its business, (c)
changes in laws, regulations or GAAP, or in the authoritative interpretations thereof or
in regulatory guidance thereto, (d) acts of war, sabotage, terrorism, military action or
any escalation or worsening thereof, or (e) this Agreement, the announcement thereof and
the transactions contemplated hereby.

Merger
is defined in the recitals to this Agreement.

Merger
Consideration is defined in Section 2.7(b).

Merger Sub
is defined in the preamble to this Agreement.


Most
Recent Balance Sheet is defined in Section 4.8(b).
Most Recent Balance Sheet Date is defined in Section
4.8(b).

Multiemployer
Plan is defined in ERISA Section 3(37).

Non-Compete
Agreement means that certain Agreement Not to Compete between
Vlietstra and the Parent dated as of the Effective Time.

Order
means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept,
command, directive, approval, award, judgment, injunction, or other similar determination
or finding by, before, or under the supervision of any Governmental Body, arbitrator, or
mediator.

Ordinary
Course of Business means the ordinary course of business consistent
with a past practice (including with respect to quantity, quality, and frequency), but
excluding transactions involving affiliates.

Organizational
Documents means the articles of incorporation, certificate of
incorporation, charter, bylaws, articles of formation, operating agreement, certificate of
limited partnership, or partnership agreement, as applicable, executed, adopted, or filed
in connection with the creation, formation, or organization of a Person, including any
amendments thereto.

Parent
is defined in the preamble to this Agreement.

Parent
Common Shares is defined in the recitals to this Agreement.

Parent Financial
Statements is defined in Section 3.7.

Schedule I-5



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Parent
Indemnitees means any Stockholder and its officers, directors,
managers, employees, agents, representatives, controlling Persons, stockholders, and their
Affiliates.

Parent
Parties is defined in the preamble to this Agreement.

Parent SEC
Documents means all reports or registration statements filed by
Parent with the SEC under the Securities Act and the Exchange Act.

Party
or Parties is defined in the preamble to this Agreement.

PBGC
means the Pension Benefit Guaranty Corporation.

Permit
means any permit, license, certificate, approval, Consent, notice, waiver, franchise,
registration, filing, accreditation, or other similar authorization required by any Law,
Governmental Body, or Contract.

Person
means any individual, partnership, limited liability company, corporation, association,
joint stock company, trust, entity, joint venture, labor organization, unincorporated
organization, or Governmental Body.

Real
Estate Closing Letter means that certain letter by and between Parent
to Riverside dated as of the Closing Date.

Receivables
means all receivables of the Company, including all notes receivable, accounts receivable,
and trade account receivables.

Release
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping, disposing, or other release into the Environment.

Reply
is defined in Section 7.7(b).

Respondent
is defined in Section 7.7(b).

Schedules
means the Schedules to this Agreement.

SEC
means the United States Securities and Exchange Commission.

Second
Holdback Amount is defined in Section 2.7.

Second Holdback
Period means the period beginning on the Closing Date and ending on
the first anniversary of the Closing Date (or first business day thereafter).

Securities
Act means the Securities Act of 1933.

Security
Agreement is defined in Section 5.2(e).

Schedule I-6



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Security Interest
means any security interest, deed of trust, mortgage, pledge, lien, charge, claim, or
other similar interest or right, except for (i) liens for taxes, assessments, governmental
charges, or claims that are being contested in good faith and have been disclosed on a
Schedule to this Agreement, (ii) statutory liens of landlords and warehousemens,
carriers, mechanics, suppliers, materialmens, repairmens, or
other like liens (including Contractual landlords liens) arising in the Ordinary
Course of Business and with respect to amounts that are not yet delinquent, are being
contested in good faith and are disclosed on a Schedule to this Agreement; (iii) liens
incurred or deposits made in the Ordinary Course of Business in connection with
workers compensation, unemployment insurance and other similar types of social
security; and (iv) purchase money liens and liens securing rental payments under capital
lease arrangements appropriately reflected in the Financial Statements

Stock
Consideration is defined in Section 2.7(b).

Stockholder
Indemnitees means (a) Parent, Merger Sub, and their officers,
directors, managers, employees, agents, representatives, controlling Persons, and
stockholders, and (b) Surviving Corporation and any Person who was an officer,
director or employee of the Company and continues as an officer, director or employee of
Surviving Corporation following the Closing if such Person prior to, at and after the time
of Closing is not a Stockholder or an Affiliate thereof.

Stockholders
is defined in Section 2.3(c).

Surviving
Corporation is defined in Section 2.1.

Tax
means any federal, state, local, or foreign income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code Section 59A), customs, ad valorem, duties, capital stock,
franchise, profits, withholding, social security, unemployment, disability, real property,
personal property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

Tax
Return means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes required to be filed with any
Governmental Body, including any schedule or attachment thereto and all audit reports,
letter rulings, technical advice memoranda and similar documents issued by a Government
Body, and including any amendment thereof.

Termination
Statement means a Form UCC-3 or analogous filing terminating the
filing of a security interest at the proper state or county filing office, as applicable.

Third
Holdback Amount is defined in Section 2.7.

Third Holdback
Period means the period beginning on the Closing Date and ending on
the second anniversary of the Closing Date (or first business day thereafter).

Threatened
means a demand or statement has been made (orally or in writing) or a notice has been
given (orally or in writing) that would lead a prudent Person to conclude that a cause of
Action is likely to be asserted, commenced, taken, or otherwise initiated.

Schedule I-7



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Threatened
Release means any event that has occurred or other circumstances that
exist that could lead a prudent Person to conclude that any Release whether intentional or
unintentional, is reasonably likely to occur now or in the future.

Transaction
Documents means the Asset Purchase Agreement and each other
agreement, contract or instrument executed or delivered in connection with this Agreement
or the Asset Purchase Agreement or in connection with the closing of the transactions
contemplated hereby or thereby.

Transactions
means all of the transactions contemplated by this Agreement, including: (a) the Merger,
the filing of the Agreement of Merger, and Parents delivery of the Merger
Consideration hereunder; (b) the execution, delivery, and performance of all of the
documents, instruments and agreements to be executed, delivered, and performed in
connection herewith, including each Ancillary Agreement; and (c) the performance by the
Parent Parties, the Company, and Vlietstra of their respective covenants and obligations
(pre- and post-Closing) under this Agreement.

Treas.Reg. means the proposed, temporary and final regulations
          promulgated under the Code.

Truck
Body Business means the manufacture and/or sale of dry freight,
parcel van, refrigerated, flat bed, stake and utility truck bodies.

Schedule I-8



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