<PAGE>

                                                                  Exhibit 10(ii)
                                                                  --------------



                            STOCKHOLDERS' AGREEMENT

     This STOCKHOLDERS' AGREEMENT ("Agreement"), entered into this      day of
                                    ---------                      ----
May, 2000, is made by and among (i) KOSTER INDUSTRIES INC., a New York
corporation ("Koster Industries"), (ii) ENVIRO-CLEAN OF AMERICA, INC., a Nevada
              -----------------
corporation ("Enviro-Clean"), (iii) CORPORATE ASSETS INTERNATIONAL INC., a
              ------------
Delaware corporation ("Corporate Assets"), (iv) PRESTIGE EQUIPMENT CORPORATION,
                       ----------------
a New York corporation ("Prestige Equipment"), (v) ROSEN SYSTEMS, INC., a Texas
                         ------------------
corporation ("Rosen Systems"), (vi) RODNEY SCHULTZ, an individual residing in
              -------------
the state of Kansas ("Mr. Schultz"), (vii) JERRY ROOT, an individual residing in
                      -----------
the state of Kansas ("Mr. Root"), (each of the foregoing, a "Stockholder" and,
                      --------                               -----------
collectively, the "Stockholders") and (viii) EQUIP2MOVE.COM CORPORATION, a
                   ------------
Delaware corporation (the "Company").
                           -------

                             W I T N E S S E T H :
                             --------------------

     WHEREAS, Koster Industries, Enviro-Clean, Corporate Assets, Prestige
Equipment, Rosen Systems, Mr. Schultz and Mr. Root desire to establish the
Company to conduct auctions over the Internet;

     WHEREAS, pursuant to Subscription Agreements, each dated as of the date
hereof (the "Subscription Agreements"), between the Company and each
             -----------------------
Stockholder, the Company shall issue and sell on the date hereof to the
Stockholders an aggregate of 1,000,000 shares of Common Stock; and

     WHEREAS, the parties hereto desire to set forth more fully their agreements
regarding the investment by the Stockholders in the Company.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally bound hereby,
agree as follows:

XII.

DEFINITIONS


     A.   Definitions.
          -----------

     As used herein, the following terms shall have the respective meanings set
forth below:

     "Affiliate" means (i) a Person, other than a Stockholder, controlling,
      ---------
controlled by or under common control with such Stockholder or (ii) a
Stockholder's parents, spouse, descendants
<PAGE>

(whether or not adopted) and stepchildren and any trust solely for the benefit
of such Stockholder and/or the Stockholder's parents, spouse, stepchildren
and/or descendants.


     "Board of Directors" means the Board of Directors of the Company, as
      ------------------
constituted from time to time in accordance with this Agreement and the
Company's by-laws.

     "Business Day" means any day excluding Saturday, Sunday and any day which
      ------------
is a legal holiday under the laws of the State of New York or is a day on which
banking institutions located in New York, New York are authorized or required by
law or other governmental action to close.

     "Common Stock" means the Class A common stock, par value $0.001 per share,
      ------------
of the Company and the Class B common stock, par value $0.001 per share, of the
Company.

     "Director" means a member of the Board of Directors.
      --------

     "Equity Securities" means (i) any Common Stock, preferred stock or other
      -----------------
security of the Company, (ii) any security convertible, with or without
consideration, into any Common Stock, preferred stock or other security
(including any option to purchase such a convertible security), (iii) any
security carrying any warrant or right to subscribe to or purchase any Common
Stock, preferred stock or other security or (iv) any such warrant or right.

     "Material Adverse Change" means, with respect to the Company or Enviro-
      -----------------------
Clean,  any law, regulation, judgment, injunction, order or decree which
prohibits or enjoins the Additional Financing of the business of the Company
applicable to or binding upon the Company or Enviro-Clean adopted, passed, made,
issued or rendered, as the case may be, after the date of this Agreement or any
bankruptcy or insolvency of any of the parties hereto other than Enviro-Clean.

     "Net Profit" means the (i) total commission earned at a commission auction
      ----------
sale less any customary direct actual expenses of sale not reimbursed by the
customer, including without limitation, expenses for advertising, labor, travel
and insurance or (ii) gross selling price of an  auction where assets are
purchased by the auctioneer less purchase price and any customary direct actual
expenses of sale not reimbursed by the customer, including without limitation,
expenses for advertising, labor, travel and insurance; provided, however, that
if a purchase is made in joint venture with other partners, net profit for
purposes of this definition shall include only the Stockholder's percentage of
the joint venture's net profit.

     "Person" means any individual, corporation, partnership, limited liability
      ------
company, firm, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental body or other entity.

     "Qualified Initial Public Offering" means an initial public offering
      ---------------------------------
pursuant to an effective registration statement under the Securities Act, as
then in effect (or any comparable statement under any similar federal statute
then in force or effect), of the Company's Common Stock in which (i) the
aggregate gross proceeds to the Company are not less than $25,000,000 and (ii)
the price per share paid in such public offering  is not less than $5.00.
<PAGE>

     "Qualified Majority" means the holders of a majority of the Common Stock of
      ------------------
the Company, excluding Enviro-Clean.

     "Qualified Sale" means a merger, sale of all of the assets or business of
      --------------
the Company or a sale of all of the issued and outstanding shares of the Company
to a single purchaser or related group of purchasers for aggregate consideration
of not less than $25,000,000.

     "Securities Act" means the Securities Act of 1933, as amended, or any
      --------------
similar federal statute, and the rules and regulations of the Securities and
Exchange Commission thereunder, all as the same shall be in effect at the time.

     "Stockholder Shares" means all Common Stock issued to or issuable to the
      ------------------
Stockholders.

     "Third Party" means any Person that is not the Company, a Stockholder or an
      -----------
Affiliate of the Company or the Stockholders.

     "Transfer" means to sell, transfer, assign, pledge, encumber or otherwise
      --------
dispose of any interest in any Common Stock.


XIII.

CORPORATE GOVERNANCE


     A.   Board of Directors.
          ------------------

          1.   Each Stockholder shall promptly vote all of its Stockholder
          Shares, whether presently owned or hereafter acquired, and shall
          promptly take all other necessary or desirable actions within its
          control (whether in its capacity as a Stockholder of the Company or
          otherwise, and including, without limitation, attendance at meetings
          in person or by proxy for purposes of obtaining a quorum and execution
          of written consents in lieu of meetings), and the Company shall
          promptly take all necessary and desirable actions within its control
          (including, without limitation, calling special board and stockholder
          meetings), so as to cause and maintain the election to the Board of
          Directors of the Company one person as shall be designated by Koster
          Industries, two persons as shall be designated by Enviro-Clean, one
          person as shall be designated by Corporate Assets, one person as shall
          be designated by Prestige Equipment, one person as shall be designated
          by Rosen Systems, and one person as shall be designated by Mr. Schultz
          (each of the foregoing, a "Designated Director"). The names of the
                                     -------------------
          initial Designated Directors are set forth on Schedule II hereto.
                                                        -----------

          2.   If any vacancy shall occur in the Board as a result of the death,
          disability, resignation or other termination of any Designated
          Director, the party who initially designated such Designated Director
          shall be entitled to name his or her
<PAGE>

          replacement. Each party designating a Designated Director shall also
          have the right to remove such Designated Director with or without
          cause and to designate a replacement for any Designated Director so
          removed.

          3.   Each of the parties further covenants and agrees to vote, to the
          extent possible, all Stockholder Shares now owned and hereafter
          acquired by such party so that the Board of Directors shall consist of
          no more than seven (7) members.

     B.   Actions Requiring Approval of a Two-Thirds Majority. The Company shall
          ---------------------------------------------------
     not take any of the following actions without the prior written approval of
     the holders of at least two-thirds (2/3) of the outstanding Common Stock of
     the Company:

          1.   authorize a merger, sale of all capital stock or sale of all or
          substantially all of the assets of the Company, other than a Qualified
          Sale;

          2.   make any material purchase or acquisition of any capital stock,
          obligations or securities of, or any interest in, or make a capital
          contribution to, any other Person, or make any material purchase or
          acquisition of any property or assets not used in the usual and
          ordinary course of business; or

          3.   incur any debt or enter into any commitments to incur debt
          (whether by issuance, guarantee or otherwise), other than in the
          ordinary course to finance normal working capital needs, which in the
          aggregate is greater than $100,000.

     C.   Actions Requiring Approval of a Qualified Majority. The Company shall
          --------------------------------------------------
     not take any of the following actions without the prior written approval of
     a Qualified Majority:

          1.   authorize a Qualified Sale;

          2.   effect a Qualified Initial Public Offering; or

          3.   issue Equity Securities, other than Equity Securities issued in
          connection with Sections 2.3(b) and 5.2 hereof.

XIV.

TRANSFER RESTRICTIONS AND OFFER PROCEDURES


     A.   Restrictions; Right of First Refusal.
          ------------------------------------

          1.   No Stockholder shall Transfer any interest in any Stockholder
          Shares, whether now owned or hereafter acquired, except pursuant to
          and in accordance with the provisions of this Section 3.1.

          2.   If, at any time, a Stockholder wishes to sell any of its
          Stockholder Shares to a Third Party, such sale shall be made pursuant
          to the following procedures:
<PAGE>

               a)  At least twenty (20) Business Days prior to making any
               Transfer of Stockholder Shares, any transferring Stockholder (the
               "Transferring Stockholder") shall deliver a written notice (the
                ------------------------
               "Offer Notice") to the Company and to each other Stockholder (a
                ------------
               "Non-Selling Stockholder"). The Offer Notice shall disclose in
                -----------------------
               reasonable detail the proposed number of Stockholder Shares to be
               Transferred (the "Stockholder Transfer Shares") and the proposed
                                 ---------------------------
               terms and conditions of the Transfer (including the proposed
               price at which the shares are to be Transferred).

               b)  The Company shall have a right of first refusal to purchase
               the Stockholder Transfer Shares specified in the Offer Notice at
               the price and on the terms and conditions specified therein by
               delivering written notice of such election (an "Election Notice")
                                                               ---------------
               to the Transferring Stockholder as soon as practicable but in any
               event within ten (10) Business Days after delivery of the Offer
               Notice. If the Company elects not to purchase the Stockholder
               Transfer Shares, it shall deliver a written notice of such
               decision (a "Refusal Notice") to the Transferring Stockholder and
                            --------------
               to each Non-Selling Stockholder as soon as practicable but in any
               event within ten (10) Business Days after delivery of the Offer
               Notice.

               c)  Upon receipt of a Refusal Notice from the Company, each Non-
               Selling Stockholder shall be entitled to purchase all (but not
               less than all) of its Pro Rata Share (as defined below) of the
               Stockholder Transfer Shares specified in the Offer Notice at the
               price and on the terms and conditions specified therein by
               delivering an Election Notice to the Transferring Holder as soon
               as practicable but in any event within ten (10) Business Days
               after delivery of the Refusal Notice. Any Stockholder Transfer
               Shares not elected to be purchased by the end of such 10-Business
               Day period shall be reoffered for an additional 10-Business Day
               period by the Transferring Holder on a pro rata basis to the Non-
               Selling Stockholders who have elected to purchase their Pro Rata
               Share. Each Non-Selling Stockholder's "Pro Rata Share" shall be
                                                      --------------
               based upon such Non-Selling Stockholder's proportionate ownership
               of the Stockholder Shares to the Stockholder Shares owned by all
               Non-Selling Stockholders. The Non-Selling Stockholders shall only
               have the right to purchase Stockholder Transfer Shares if they
               agree to purchase all of the Stockholder Transfer Shares being
               offered.

               d)  The Transfer of any Stockholder Transfer Shares to be
               purchased by the Company or by the Non-Selling Stockholders shall
               be consummated as soon as practicable after the delivery of the
               final Election Notice, but in any event within thirty (30)
               Business Days after the delivery of the final Election Notice. In
               the event that the Company and the Non-Selling Stockholders do
               not purchase all of the Stockholder Transfer Shares, the
               Transferring Stockholder may, within ninety (90) Business Days
               after the expiration of the last 10-Business Day period pursuant
               to clauses (ii) and (iii) above and subject to the provisions of
               Section 3.3 below, Transfer
<PAGE>

               such remaining Stockholder Transfer Shares to one or more Third
               Parties at a price no less than the price per share specified in
               the Offer Notice for such class and on other terms and conditions
               no more favorable to the transferees thereof than offered to the
               Company and the Non-Selling Stockholders in the Offer Notice. Any
               Stockholder Transfer Shares not Transferred within such 90-
               Business Day period shall be reoffered to the Company and the
               Non-Selling Stockholders under this Section 3.1(b) prior to any
               subsequent Transfer pursuant to the terms of this Section. The
               purchase price specified in any Offer Notice shall be payable
               solely in cash at the closing of the transaction.

               e)  At any closing pursuant to this Section 3.1(b), each
               Transferring Stockholder will deliver to the relevant purchaser,
               against payment of the purchase price therefor, good and valid
               title to the Stockholder Shares being sold by each such
               Transferring Stockholder, free and clear of any lien, claim or
               encumbrance.

          3.   The restrictions set forth in Section 3.1(b) shall not apply to
          any Transfer of Stockholder Shares by any Stockholder among its
          Affiliates or upon the death of any Stockholder; provided that the
                                                           --------
          provisions of this Agreement will continue to be applicable to the
          Stockholder Shares after any Transfer pursuant to this Section 3.1,
          and the transferees of such Stockholder Shares shall agree in writing
          to be bound by the provisions of this Agreement.

     B.   Tag Along Rights. If any Stockholder proposes to Transfer, in one
          ----------------
     transaction or in a series of related transactions (a "Tag Along Sale"),
                                                            --------------
     any Stockholder Shares to any Third Party, the Non-Selling Stockholders
     shall have the right to participate in such Tag Along Sale on the following
     terms:

          1.   Such Transferring Stockholder shall give the Non-Selling
          Stockholders not less than ten (10) Business Days' written notice (a
          "Sale Notice") of its intention, describing the price offered, which
           -----------
          price shall be payable in cash, and all other material terms and
          conditions of the Tag Along Sale.

          2.   In connection with any Tag Along Sale, each Non-Selling
          Stockholder shall have the right, in its sole discretion, to sell, for
          the same price per share being paid to, and otherwise on the same
          terms and conditions as, the Transferring Stockholder, its pro rata
          portion of Stockholder Shares based on the number of Stockholder
          Shares it holds as compared to the number of Stockholder Shares being
          sold in the Tag Along Sale.

          3.   Each Non-Selling Stockholder must exercise its tag along right
          under this Section 3.2 by giving written notice to the Transferring
          Stockholder within ten (10) Business Days of the delivery of a Sale
          Notice, specifying the number of Stockholder Shares that such other
          Stockholder desires to include in the Tag Along Sale. At the closing
          for the Tag Along Sale, against payment of the purchase price for the
          Stockholder Shares to be sold by the Non-Selling Stockholders, each
          participating Non-Selling Stockholder will deliver to the Third
<PAGE>

          Party the certificate or certificates representing such number of
          Stockholder Shares, duly endorsed, together with all other documents
          which are necessary in order to effect such Tag Along Sale. Each
          Transferring Stockholder shall use its best efforts to obtain the
          agreement of the prospective transferee(s) to the participation of the
          Non-Selling Stockholders in any contemplated Tag Along Sale, and no
          Stockholder shall Transfer any of its Stockholder Shares to any
          prospective transferee if such prospective transferee declines to
          allow the participation of the Non-Selling Stockholders.

     C.   Limitations on Tag Along. Notwithstanding anything to the contrary
          ------------------------
     contained herein, the provisions of Section 3.2 hereof shall not prohibit
     or apply to a Transfer or Transfers in any one transaction or series of
     transactions by a Stockholder of up to five percent (5%) in the aggregate
     of the total number of Stockholder Shares held by such Stockholder on the
     date of this Agreement.

     D.   Drag Along Rights. In the event holders of Common Stock propose to
          -----------------
     enter into a transaction or series of transactions to sell more than two-
     thirds (2/3) of the outstanding Common Stock (a "Drag-Along Transaction"),
                                                      ----------------------
     the Stockholders agree to participate fully in such Drag-Along Transaction
     by voting all of the Stockholder Shares in favor of such transaction and/or
     selling all of the Stockholder Shares to the proposed transferee. The
     consideration received by the Stockholders in connection with a Drag-Along
     Transaction shall be on the same terms and conditions as that received by
     any other holders of Common Stock.

     E.   Legends. Each certificate evidencing outstanding Stockholder Shares
          -------
     held by the Stockholders (unless either (i) such Stockholder Shares are
     registered under the Securities Act or (ii) any Stockholder shall deliver
     to the Company an opinion of counsel reasonably satisfactory to the Company
     that the Stockholder Shares represented thereby need no longer be subject
     to the restriction contained herein), shall bear a legend in substantially
     the following form:

          THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
          TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
          SUCH ACT COVERING SUCH SECURITIES OR THE SECURITIES ARE SOLD AND
          TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION AND
          PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

          THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
          RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS' AGREEMENT
          DATED AS OF MAY __, 2000, COPIES OF WHICH WILL BE FURNISHED BY
          EQUIP2MOVE.COM CORPORATION AND ANY SUCCESSOR THERETO UPON REQUEST AND
          WITHOUT CHARGE.
<PAGE>

XV.

                               PRE-EMPTIVE RIGHTS

     A.   Subsequent Offerings. Each Stockholder shall have a right of first
          --------------------
     offer to purchase its pro rata share of all Equity Securities that the
     Company may, from time to time, propose to sell and issue after the date of
     this Agreement; provided, however, that such rights shall not apply to
     Equity Securities issued in connection with Section 5.2 hereof. Each
     Stockholder's pro rata share is equal to the ratio of (a) the number of
     shares of the Company's Common Stock (including all shares of Common Stock
     issued or issuable upon conversion of the Shares) which such Stockholder is
     deemed to be a holder of immediately prior to the issuance of such Equity
     Securities to (b) the total number of shares of the Company's outstanding
     Common Stock (including all shares of Common Stock issued or issuable upon
     conversion of the Shares or upon the exercise of any outstanding warrants
     or options) immediately prior to the issuance of the Equity Securities .

     B.   Exercise of Rights. If the Company proposes to issue any Equity
          ------------------
     Securities, it shall give each Stockholder prior written notice of its
     intention, describing the Equity Securities, the price and the terms and
     conditions upon which the Company proposes to issue the same. Each
     Stockholder shall have fifteen (15) Business Days from the giving of such
     notice to agree to purchase its pro rata share of the Equity Securities for
     the price and upon the terms and conditions specified in the notice by
     giving written notice to the Company and stating therein the quantity of
     Equity Securities to be purchased. Notwithstanding the foregoing, the
     Company shall not be required to offer or sell such Equity Securities to
     any Stockholder who would cause the Company to be in violation of
     applicable federal or state securities laws by virtue of such offer or
     sale.

     C.   Issuance of Equity Securities to Other Persons. If not all of the
          ----------------------------------------------
     Stockholders elect to purchase their pro rata share of the Equity
     Securities within said fifteen (15) Business Day period, then the Company
     shall promptly notify in writing the Stockholders who do so elect and shall
     offer such Stockholders the right to acquire such unsubscribed shares. The
     Stockholders shall have five (5) Business Days after receipt of such notice
     to notify the Company of their respective election to purchase all or a
     portion of the unsubscribed shares. If the Stockholders fail to exercise in
     full the rights of first offer, the Company shall have one hundred and
     eighty (180) Business Days thereafter to sell the Equity Securities in
     respect of which the Stockholders' rights were not exercised, at a price
     and upon general terms and conditions materially no more favorable to the
     purchasers thereof than specified in the Company's notice to the
     Stockholders pursuant to Section 4.2 hereof. If the Company has not sold
     such Equity Securities within one hundred and eighty (180) Business Days of
     the notice provided pursuant to Section 4.2, the Company shall not
     thereafter issue or sell any Equity Securities, without first offering such
     securities to the Stockholders in the manner provided above.

     D.   Termination and Waiver of Rights of First Offer. The rights of first
          -----------------------------------------------
     offer established by this Article 4 shall not apply to, and shall terminate
     upon the earlier of (i) the effective date of the registration statement
     pertaining to the Company's initial Public Offering or
<PAGE>

     (ii) a change in control. The rights of first offer established by this
     Article 4 may be amended, or any provision waived with the written consent
     of Stockholders holding two-thirds (2/3) of the Common Stock then
     outstanding, or as permitted by Section 6.3.

     E.   Excluded Securities. The pre-emptive rights established by this
     Article 4 shall have no application to any of the following Equity
     Securities:

          1.   shares of Common Stock (and/or options, warrants or other Common
          Stock purchase rights issued pursuant to such options, warrants or
          other rights) as adjusted for any stock dividends, combinations,
          splits, recapitalizations and the like issued or to be issued after
          the date hereof to employees, officers or directors of, or consultants
          or advisors to the Company or any subsidiary, pursuant to stock
          purchase or stock option plans or other arrangements that are approved
          by the Board of Directors;

          2.   any Equity Securities issued for consideration other than cash
          pursuant to a merger, consolidation, acquisition or similar business
          combination approved by the Board of Directors;

          3.   shares of Common Stock issued in connection with any stock split,
          stock dividend or recapitalization by the Company;

          4.   shares of Common Stock issued upon conversion of preferred stock;

          5.   any Equity Securities issued pursuant to any equipment leasing or
          loan arrangement, or debt financing from a bank or similar financial
          or lending institution approved by the Board of Directors;

          6.   any Equity Securities that are issued by the Company pursuant to
          a registration statement filed under the Securities Act; and

          7.   any Equity Securities issued in connection with strategic
          transactions involving the Company and other entities, including (i)
          joint ventures, manufacturing, marketing or distribution arrangements
          or (ii) technology transfer or development arrangements; provided that
          such strategic transactions and the issuance of shares therein, has
          been approved by the Company's Board of Directors.

XVI.

                         COVENANTS OF THE STOCKHOLDERS

     A.   Obligation to Offer Items for Sale Through the Company. Each of the
          ------------------------------------------------------
     Stockholders hereby covenants and agrees that, for so long as this
     Agreement is in force and effect and such Stockholder owns any Common
     Stock:
<PAGE>

          1.   it will not, directly or indirectly, own, manage, control,
          develop or participate in the ownership, management, control of or
          development of an Internet auction site for sales of industrial,
          manufacturing, production and construction equipment and appurtenant
          fixtures and tooling ("Equipment"), including, without limitation, an
                                 ---------
          Internet component of a physical auction for sales of Equipment, but
          specifically excluding listing sales and sites, (each, a "Competing
          Auction"); provided, however, that the ownership by such Stockholder
          of not more than five percent (5%) of the stock of any publicly traded
          corporation engaged in any Competing Auction shall not be deemed to
          violate this Section 5.1(a);

          2.   it will not participate in, or be employed or engaged by or
          otherwise affiliated or associated as a partner, joint venturor,
          agent, consultant or otherwise with any Person (other than the
          Company) that is engaged in, any Competing Auction unless a portion of
          the revenues it derives therefrom are paid to the Company as provided
          in Section 5.1(d);

          3.   it will use its reasonable efforts to conduct all Internet
          auctions for sales of Equipment, including Internet components of
          physical auctions for sales of Equipment, in which it participates
          through the Company;

          4.   if it participates in any Competing Auction not conducted through
          the Company, it will pay to the Company 10% of the Net Profit it
          derives from such Competing Auction;

          5.   it will not solicit, induce or otherwise encourage any person who
          is an employee, officer or agent of the Company to terminate his or
          her relationship with the Company, except where such action is taken
          in the ordinary course of carrying out such Stockholder's duties for
          the Company;

          6.   it will not disclose, divulge, discuss, copy or otherwise use or
          suffer to be used, in any manner in competition with or contrary to
          the interests of the Company any proprietary confidential information
          or trade secrets of the Company; provided, however, that this Section
          5.1(f) shall not apply to the disclosure by such Stockholder of such
          confidential information (i) in the ordinary course of carrying out
          such Stockholder's duties for the Company or (ii) when required to do
          so by a court of law or governmental agency of competent jurisdiction;
          provided such Stockholder gives prompt prior written notice of the
          requirement for such disclosure to the Company so that the Company may
          seek a protective order or other appropriate remedy; and

          7.   it acknowledges that the sole remedy for a breach of Sections
          5.1(a), 5.1(b) or 5.1(c) hereof is the remedy set forth in Section
          5.1(d) hereof.

     B.   Obligation of Enviro-Clean to Provide or Obtain Additional Financing.
          --------------------------------------------------------------------
     Enviro-Clean hereby covenants and agrees that it and/or Third Party
     financing sources it identifies will, within sixty (60) days after the date
     hereof, invest an aggregate of $2,250,000 in equity in exchange for 15% of
     the capital stock of the Company (the "Additional Financing"); provided,
     however, that (i) at least $1,125,000 of the Additional Financing will be
<PAGE>

     invested in the Company within thirty (30) days after the date hereof and
     (ii) the full $2,250,000 of the Additional Financing will be invested in
     the Company within sixty (60) days after the date hereof; provided,
     further, that Enviro-Clean will not be obligated to provide such Additional
     Financing if a Material Adverse Change has occurred and remains in effect.

XVII.

MISCELLANEOUS


     A.   Transfers in Violation of Agreement. Any Transfer or attempted
          -----------------------------------
     Transfer of any Stockholder Shares in violation of any provision of this
     Agreement shall be void, and the Company shall not record such Transfer on
     its books or treat any purported transferee of such Stockholder Shares as
     the owner of such shares for any purpose.

     B.   Confidentiality. Each Stockholder acknowledges that any and all
          ---------------
     information, including without limitation customer mailing lists, received
     by such Stockholder pursuant hereto or in connection with the Company may
     be confidential and for its use only, and it will not use such confidential
     information in any manner adverse to the Company or to the Stockholder
     delivering the information, or reproduce, disclose or disseminate such
     information to any other person (other than its employees or agents having
     a need to know the contents of such information, its respective partners,
     members or shareholders and its and their respective attorneys who are
     advised of the confidential nature of the information), except in
     connection with the exercise of rights under this Agreement, unless the
     Company has made such information available to the public generally or such
     Stockholder is required to disclose such information by a court or
     governmental body of competent jurisdiction. Each Stockholder hereby agrees
     to hold in confidence and trust and not to misuse or disclose any
     confidential information provided pursuant to this Agreement.

     C.   Amendment and Waiver. Except as otherwise provided herein, no
          --------------------
     modification, amendment or waiver of any provision of this Agreement shall
     be effective against any party hereto unless such modification, amendment
     or waiver is approved in writing by the Company and a majority in interest
     of the Stockholders.

     D.   Severability. Whenever possible, each provision of this Agreement
          ------------
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Agreement is held to be
     invalid, illegal or unenforceable in any respect under any applicable law
     or rule in any jurisdiction, such invalidity, illegality or
     unenforceability shall not affect any other provision or the effectiveness
     or validity of such provision in any other jurisdiction, and this Agreement
     shall be reformed, construed and enforced in such jurisdiction as if such
     invalid, illegal or unenforceable provision had never been contained
     herein.

     E.   Entire Agreement. Except as otherwise expressly set forth herein, this
          ----------------
     Agreement embodies the complete agreement and understanding among the
     parties hereto with
<PAGE>

     respect to the subject matter hereof and supersedes and preempts any prior
     understandings, agreements or representations by or among the parties,
     written or oral, which may have related to the subject matter hereof in any
     way.

     F.   Successors and Assigns. The provisions of this Agreement shall be
          ----------------------
     binding upon and inure to the benefit of the parties hereto and their
     respective successors and assigns, and to the extent applicable heirs,
     executors, administrators and legal representatives and any subsequent
     holders of Stockholder Shares, and the respective successors and assigns of
     each of them, so long as they hold Stockholder Shares.

     G.   Specific Performance. Each party to this Agreement acknowledges that
          --------------------
     the other parties will suffer irreparable injury in the event of any breach
     of any provision of this Agreement and that therefore the remedy at law for
     any breach or threatened breach of any such provision of this Agreement
     will be inadequate. Accordingly, upon a breach or threatened breach of any
     such provision of this Agreement by any party hereto, the other parties
     shall, in addition and without prejudice to any of the rights and remedies
     they may have, be entitled as a matter of right, without proof of actual
     damages, to seek specific performance of such provisions of this Agreement
     and to such other injunctive or equitable relief to enforce, or prevent any
     violations (whether anticipatory, continuing or future) of, such provisions
     of this Agreement.

     H.   Counterparts. This Agreement may be executed in separate counterparts
          ------------
     each of which shall be an original and all of which taken together shall
     constitute one and the same agreement. The Company shall require each
     Person who shall, after the date hereof, acquire shares of capital stock of
     the Company, as a condition to such acquisition, to become a party to this
     Agreement by executing and delivering to the Company an instrument of
     accession.

     I.   No Third Party Beneficiaries. Nothing contained in this Agreement
          ----------------------------
     shall be construed to confer upon any Person who is not a signatory hereto
     any rights or benefits, as a third party beneficiary or otherwise.

     J.   Notices. All notices and other communications under this Agreement
          -------
     shall be in writing and shall be deemed given when delivered personally,
     telecopied or mailed by certified mail, return receipt requested, to the
     parties at the following addresses (or to such other address as a party may
     have specified by notice given to the other parties pursuant to this
     provision):

               If to the Company, to:

               equip2move.com Corporation
               c/o Koster Industries, Inc.
               555 Broadhollow Road
               Melville, NY 11747
               Attention:    Russell Koster
                             Chief Executive Officer and President
               Facsimile:    631-454-1779
<PAGE>

               with a copy to:

               Akin, Gump, Strauss, Hauer & Feld, L.L.P.
               590 Madison Avenue
               New York, New York 10022
               Attention:    Stephen E. Older, Esq.
               Facsimile:    (212) 872-1002

If to the Stockholders, at their respective addresses set forth on Schedule I
                                                                   ----------
hereto, or on the instrument of accession pursuant to which such Person became a
party to this Agreement.  All notices are effective upon receipt or upon refusal
if properly delivered.

     K.   Termination. This Agreement shall terminate upon consummation of a
          -----------
     Qualified Initial Public Offering or Qualified Sale and, except for
     Sections 5.1(f) and 6.2 hereof, which shall remain in full force and
     effect, shall have no further force and effect. Upon termination of this
     Agreement, each Stockholder shall no longer be a party to this Agreement
     and shall have no obligations under this Agreement other than the
     obligations set forth in Sections 5.1(f) and 6.2 hereof.

     L.   Governing Law. The corporate law of the State of Delaware shall govern
          -------------
     all issues concerning the relative rights of the Company and its
     stockholders. All other issues concerning this Agreement shall be governed
     by and construed in accordance with the laws of the State of New York
     without giving effect to the principles of conflict of laws thereunder
     which would specify the application of the law of another jurisdiction.

     M.   Nouns and Pronouns. Whenever the context may require, any pronouns
          ------------------
     used herein shall include the corresponding masculine, feminine or neuter
     forms, and the singular form of nouns and pronouns shall include the plural
     and vice-versa.

     N.   Headings. The section headings of this Agreement are for reference
          --------
     purposes only and are to be given no effect in the construction or
     interpretation of this Agreement.

                           [SIGNATURE PAGES FOLLOW]