Exhibit 10.1 to CapSource Financial, Inc. Form 8-K dated September 5, 2006









Exhibit 10.1 











DEALER AGREEMENT 

For 

2006 & 2007 






Between 





CapSource Equipment Company, Inc. 


a Nevada corporation
with offices at 


2305 Canyon Blvd, Suite 103, Boulder, CO 80302  


d.b.a. Prime Time Trailers 


4901 E. Rosedale St., Ft. Worth, TX 76105 


and 


HYUNDAI TRANSLEAD 


A CALIFORNIA CORPORATION
with offices at 


880 Rio San Diego Dr., Suite 600
San Diego, CA 92108 


Dated as of August 18, 2006 























This DEALER AGREEMENT (“Agreement”) is entered into at San Diego,
California, as of August 18, 2006, by and between CapSource Equipment Company, Inc., a Nevada Corporation doing business in Texas
as Prime Time Trailers (“Dealer”), and Hyundai Translead, a California Corporation (“Hyundai”). 



Article I

Definitions  



As used in this Agreement, the following terms shall have the following
meanings: 



        1.    “Dealer’s
Facilities” means all facilities of Dealer where Hyundai Goods will be marketed, sold and serviced. 



        2.    “Hyundai
Goods” means new semi-trailers and converter dollies manufactured by Hyundai. No passenger, motorized or
self-·propelled vehicles are included in this term. 



        3.              “Territory” means
the geographical area designated on Exhibit A attached to this Agreement. 



        4.              “Trademark” means
any trade name, trademark, service mark, trade dress, logo, internet domain name or other designation of source or origin used,
licensed or owned by Hyundai, and any confusingly similar designation or mark. 



Article II

Appointment of Dealer  



        Hyundai appoints Dealer, on a
non-exclusive basis, and Dealer accepts such appointment, as an authorized dealer to market, sell and support Hyundai Goods in the
Territory. Hyundai reserves the right during the term of this Agreement to sell Hyundai Goods directly to other parties within the
Territory, and to appoint other dealers to sell Hyundai Goods within the Territory. 



Article III

Obligations of Dealer  



Dealer agrees to: 



        1.              Actively
and vigorously market Hyundai Goods; 



        2.              Use
its best efforts to attain the sales targets set forth on Exhibit A, attached hereto (“Sales Targets”); 



        3.              Display
conspicuously at Dealer’s Facilities, at Dealer’s cost, Hyundai-approved sales, service and parts signs; 



        4.              Establish
and maintain a flooring financing plan in a minimum amount of $225,000.00. 



        5.              Send,
at Dealer’s expense, all of Dealer’s sales persons to all of Hyundai’s regularly scheduled sales and service
meetings for the purpose of obtaining current Hyundai Goods information and policies; 



        6.              Investigate
and handle, at Dealer’s expense, all complaints by customers of Dealer relating to the purchase of Hyundai Goods. All
warranty claims that cannot be expeditiously resolved shall be referred to Hyundai’s Director of Warranty Administration,
together with a report of relevant facts and the name and address of the complaining customer; 



        7.              Not
later than 90 days after the end of Dealer’s fiscal year, provide to Hyundai a copy of Dealer’s annual financial
statement, certified by Dealer’s president to be a true and accurate reflection of Dealer’s financial condition, and
prepared in accordance with Generally Accepted Accounting Standards; 




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        8.              Upon
written request by Hyundai, provide to Hyundai, no later than 20 days following the end of each month, Dealer’s financial
statement for the preceding month. Such financial statements shall be certified by Dealer’s president to be a true and
accurate reflection of Dealer’s financial condition, and prepared in accordance with Generally Accepted Accounting Standards;
and 



        9.              Comply
with all applicable laws, ordinances, regulations and other requirements of all local, state, federal and other governmental
bodies; obtain maintain all permits, licenses and other consents required to perform Dealer’s obligations under this
Agreement; and not engage in any unfair or illegal trade practice or commit any act or engage in any transaction that would
reflect adversely upon the goodwill associated with Hyundai and Hyundai Goods. 



Article IV

Dealer’s Representations and Warranties  



        1.              Dealer
is a Nevada corporation licensed to do business in Texas, in good standing, and has the power to enter into and perform this
Agreement; and this Agreement’s execution has been duly authorized by all necessary corporate action. 



        2.              This
Agreement constitutes a valid and binding obligation on Dealer, enforceable in accordance with its terms.  



        3.              Attached
hereto and marked Exhibit B is a true copy of Dealer’s current financial statement, certified by Dealer’s president to
be a true and accurate reflection of Dealer’s financial condition, and prepared in accordance with Generally Accepted
Accounting Standards. 



        4.              Dealer’s
financial condition, as reflected in Exhibit B, has not changed materially as of the effective date of this Agreement. 



        5.              Dealer
is purchasing Hyundai Goods for resale, and has all necessary permits to do so, such that no sales or use tax will be payable with
respect to Hyundai Goods sold and delivered to Dealer. 



Article V

Relationship of the Parties  



        1.              The
parties acknowledge and agree that the relationship of Dealer to Hyundai under this Agreement is that of an independent
contractor. Nothing in this Agreement shall be construed to (i) constitute a party as principal or agent, legal representative,
employer or employee, franchisor or franchisee, partner, joint venturer, or co-owner of the other; (ii) give either party the
right to control or direct the daily activities of the other; or (iii) allow either party to create or assume any obligation on
behalf of the other party for any purpose, or to represent to any person or entity that such party has any right or power to enter
into any binding obligation on the other party’s behalf. 



        2.              Dealer
acknowledges that it is buying and selling Hyundai Goods for its own account, and no commissions are payable by Hyundai.




        3.              Hyundai
acknowledges that except as expressly provided herein, Dealer is not and will not become obligated to pay to Hyundai any fee or
royalty in consideration for the appointment of Dealer as an authorized Dealer under this Agreement. 



        4.              Dealer
acknowledges and agrees the Hyundai will not control Dealer’s site selection, design or appearance, hours of operation,
personnel policy, advertising or business operation. 



        5.              Dealer
acknowledges and agrees that Hyundai has made no representations or warranties relating to Dealer’s projected sales, earnings
or profits. 





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Article VI

Advertising  



        1.              Hyundai
agrees to advertise Hyundai Goods nationally in such media and to such extent as Hyundai, in its sole discretion, deems
appropriate for the promotion and sale of Hyundai Goods. 



        2.              Subject
to Hyundai’s prior approval, and at Dealer’s expense, Dealer may engage in independent advertising and promotion of
Hyundai Goods. 



        3.              Hyundai
will make available to Dealer brochures and other advertising or promotional material, in accordance with the Hyundai Co-Operative
Advertising Policy, a copy of which is attached hereto and marked Exhibit D. 



Article VII

Terms and Conditions of Sale  



        1.              Each
sale of Hyundai Goods by Hyundai to Dealer shall be pursuant to a Contract of Sale executed by Dealer. The terms and conditions of
the purchase by Dealer of Hyundai Goods shall be in accordance with Hyundai’s standard Contract of Sale, the Terms and
Conditions of which are incorporated herein by reference. A copy of the form of Hyundai’ s Contract of Sale is attached
hereto as Exhibit C. 



        2.    All
Hyundai Goods shall be sold to Dealer as follows:  



	i.  	  	for cash which shall be paid by means of a sight
draft on Dealer’s flooring financing plan. Hyundai agrees to subsidize interest accrued under Dealer’s flooring
financing plan to the date of sale, but not more than 30 days from the date of Payment.   (dealer initials)
/s/ FCB          







OR 



	ii.  	  	pursuant to the terms set out in addendum attached
to this Agreement as Exhibit F. (dealer initials) /s/ FCB           








        3.              If
no default under this Agreement exists as of December 31 in the year of this Agreement, Dealer shall be entitled to the Rebates
set forth on Exhibit A attached to this Agreement. 



        4.              Hyundai
Goods sold to Dealer are warranted as provided in the Terms and Conditions which are page 2 of the Contract of Sale (Exhibit C).
The warranty is transferable by Dealer to the first purchaser of the particular Hyundai Goods from Dealer. 




Article VIII

Default by Dealer  



        The
following events shall constitute a default by Dealer under this Agreement:  



        1.              The
termination for any reason of Dealer’s flooring financing plan;  



        2.              The
failure of Dealer to pay any amount due to Hyundai under this Agreement when
          due;  



        3.              The
breach by Dealer of any term of this Agreement; and  



        4.              A
material change in the financial condition of Dealer, including, without limitation, the filing of a bankruptcy petition under
Title 11, United States Code, by or against Dealer, a general assignment by Dealer for the benefit of creditors, and the inability
of Dealer generally to pay its debts as they come due. 





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Article IX

Term and Termination of the Agreement  



        1.              This
effective date of this Agreement is the date first stated above. Unless earlier terminated as provided below, this Agreement shall
terminate on December 31,2007. This Agreement cannot be renewed or extended by implication or amendment. 



        2.              This
Agreement may be terminated at any time by the mutual consent of the parties or by either party upon 45 days notice in advance.




        3.              This
Agreement may be terminated by Hyundai upon any default by Dealer. 



        4.              The
parties shall have the following obligations upon termination: 



                 a.              Upon
termination of this Agreement, each party agrees to deliver immediately to the other party all documents, data, records,
notebooks, and similar writings relating in an way to proprietary information of the other party, including copies then in such
party’s possession, whether prepared by that party or others. Neither party shall retain any such documents, data or other
items originated by the other party. 



                 b.              Upon
termination of this Agreement, Dealer shall discontinue use of all Trademarks. 



                 c.              Except
as provided below, all rights and obligations of the parties shall cease on termination of this Agreement. Neither party shall be
liable to the other for damages of any kind, including without limitation incidental or consequential damages, resulting from the
termination of this Agreement. 



                 d.              Hyundai’s
rights under this Agreement shall survive any termination of this Agreement by reason of a default of Dealer under Article VIII of
this Agreement. 



        5.              Termination
of this Agreement will operate as a cancellation of orders for Goods received by Hyundai from Dealer which have not, as of the
termination date, been delivered, unless Hyundai, at its sole discretion, gives written notice of its intention to fill any such
unfilled order. Hyundai will require payment in cash in advance prior to manufacture of the goods and fulfillment of the order.




        6.              Termination
of this Agreement will not operate as a cancellation of any indebtedness owed by Dealer to Hyundai. 





        7.              Dealer
waives any claim against Hyundai for loss or damage of any kind arising out of a failure of the parties to enter into a new dealer
agreement upon termination of this Agreement. Dealer acknowledges and agrees that any amounts which may be spent by Dealer in the
performance of this Agreement will be spent and incurred voluntarily by Dealer with the advance knowledge that this Agreement will
be terminated as provided above. Dealer will make no claim against Hyundai and Hyundai will not be liable with respect to any
investment or expenditure by Dealer made in anticipation of renewal of this Agreement. 



Article X

No Assignment  



        Dealer’s
rights under this Agreement may not be assigned by operation of law or otherwise. Hyundai, in entering into this agreement, is
relying on its confidence in the personal qualities of Dealer, including, without implied limitation, Dealer’s financial
condition and experience and expertise in the marketing of goods such as the Hyundai Goods. 





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Article XI

Trademark  



        1.              Dealer
agrees to use any Trademark solely for the purpose of identifying Hyundai as the source of Hyundai Goods, or of any related
services. 



        2.              Dealer
is granted a non-exclusive license to use the name “Hyundai” solely in connection with its promotion and sale of Hyundai
Goods in the Territory during the term of and in accordance with this Agreement. The license shall terminate upon termination of
this Agreement. 



        3.              Dealer
shall not remove, deface or alter any Trademark or model number affixed to any Hyundai Goods. 



        4.              Dealer
shall not take any action inconsistent with Hyundai’s ownership of the Trademarks, but shall instead identify them as
property of Hyundai. 



Article XII

Indemnification  



        1.              Dealer
will indemnify and forever hold harmless Hyundai, its affiliated companies and their respective officers, directors, employees and
agents from any and all liabilities, claims, causes of action, damages and costs (including, without limitation, Hyundai’s
attorney’s fees) arising out of any breach of any representation or warranty by Dealer or breach of any of Dealer’s
obligations under this Agreement, or under any Contract of Sale entered into between Dealer and Hyundai. This obligation to
indemnify shall survive termination of this Agreement. 



        2.    
Dealer will indemnify Hyundai for any sales or use tax that Hyundai is required to pay on account of any sale of Goods by Hyundai
to Dealer. 




Article XIII

Non-Disclosure and Confidentiality  



        1.              Dealer
agrees to preserve the confidentiality of the terms of this Agreement, and of all information it acquires from Hyundai, and not to
use such information except in the performance of this Agreement. During the term of this Agreement and for three years
thereafter, Dealer agrees to safeguard and, except for the benefit of Hyundai, not to disclose to anyone outside Hyundai any
proprietary or confidential information acquired by Dealer. Such information includes, without limitation, business plans,
customer lists, operating procedures, trade secrets, product development data, sales data, know-how and processes, computer
programs and inventions, discoveries and improvements of any kind. 



        2.              On
termination of this Agreement, Dealer agrees to deliver immediately to Hyundai all documents, data, records, customer lists,
notebooks, and similar writings relating in any way to Hyundai’s proprietary or confidential information as described in
paragraph I of this Article XlII. 



Article XIV

General Provisions  



        1.    Dispute Resolution.  



                 a.    Mediation.   Before
invoking the binding dispute mechanism set forth in paragraph l.b. of this Article XII, the parties shall first participate in
mediation in San Diego, California, of any dispute arising under this Agreement, under the Mediation Rules of the American
Arbitration Association. 



                 b.    Arbitration.   The
parties shall submit all disputes relating to this Agreement (whether in contract, tort, or both) to binding arbitration in San
Diego, California, in accordance with Commercial Rules of the American Arbitration Association. Either party may enforce the award
of the arbitrator under sections 1285 et seq. of the California Code of Civil Procedure. The parties understand that they are
waiving their rights to a jury trial. 






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        2.    Entire
Agreement.   This Agreement constitutes the final, complete, and exclusive statement of the terms of the
agreement between the parties, and supersedes all prior and contemporaneous understandings or agreements of the parties. No party
has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those
expressly set forth in this Agreement. 



        3.              Notice.   Notice
shall be sufficiently given for all purposes as follows: 



                 a.    Personal
delivery.   When personally delivered to the recipient. Notice is effective on delivery. 



                 b.    First-class
mail.   When mailed first class to the last address of the recipient known to the party giving notice. Notice
is effective three mail delivery days after deposit in a United States Postal Service office or mailbox. 



                 c.    Certified
mail.   When mailed certified mail, return receipt requested. Notice is effective on receipt, if delivery is
confirmed by a return receipt. 



                 d.    Overnight
delivery.   When delivered by overnight delivery Federal Express, charges prepaid or charged to the
sender’s account. Notice is effective on delivery, if delivery is confirmed by the delivery service. 



                 e.    Telex
or facsimile transmission.   When sent by telex or fax to the last telex or fax number of the recipient known
to the party giving notice. Notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by
first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any
notice given by telex or fax shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s
time) or on a nonbusiness day. 



Addresses and facsimile numbers for purpose of giving notice are as stated on
the signature page of this Agreement. Any party may change its address or telex or fax number by giving the other party notice of
the change in any manner permitted by this Agreement. 



        4.    Construction.   Except
as otherwise provided, this Agreement: 



                 a.              Covers
the entire understandings of the parties regarding its subject matter, superseding all prior agreements and understandings, and no
modification or amendment of its terms or conditions shall be effective unless in writing and signed by the parties; 



                 b.              Shall
be interpreted such that handwritten or typed words shall have no greater weight than printed words in the interpretation or
construction of this Agreement; 



                 c.              Shall
not be interpreted by reference to any of its titles or headings, which are inserted for purposes of convenience only; 



                 d.              Is
subject to the waiver and release of any of its requirements, as long as the waiver or release is in writing and signed by the
party to be bound, but any such waiver or release shall be construed narrowly and shall not be considered a waiver or release of
any further, similar, or related requirement or occurrence, unless expressly specified; and 



                 e.              Is
made in, and shall be construed under, the laws of the State of California.  



        5.    Ambiguities.   Each
party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. 





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        6.    Attorneys
Fees.   In any litigation, arbitration, bankruptcy case, or other proceeding (excluding mediation) by which one
party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any
rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any
costs and expenses, to resolve the dispute and to enforce the award and final judgment. 



        7.    Exhibits.   The following Exhibits constitute a part of this Agreement and are           incorporated
into this Agreement by this reference:  



	 	 	a. Exhibit A – Designation of Territory, Minimum
Inventory, Sales Targets and Rebates; 







		 	b. Exhibit B – Dealer’s 2005 Year End
Financial Statement; 







	 	  	c. Exhibit C – Standard Contract of Sale;








	 	  	d. Exhibit D – Hyundai Co-Operative Advertising
Policy; and 







	 	  	e. Exhibit E – Listing of Hyundai Translead
Corporate Accounts; 







	 	  	f. Exhibit F – Funding of Purchase.
























8 











IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above. 




	 	DEALER  
	 
	    	By:    	/s/   Fred Boethling  
	    	Name:   	Fred Boethling  
	    	Title:	President 
	 
	 
	 	HYUNDAI TRANSLEAD  
	 
	    	By:    	/s/   Stuart James  
	    	Name:   	Stuart James   
	    	Title:	V.P. Sales 
	 


















9 













Exhibit A  





	A.  	  	TERRITORY:    State of Texas  






	B.  	  	SALES TARGETS  






	  	Deleted for 2006 and 2007 Calendar Years 






	C. 	  	REBATE SCHEDULE: 






	  	Deleted for 2006 &2007 Calendar Years 

























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Exhibit B  





Dealer Financial Statement to be furnished to Hyundai Translead when
completed by Dealers Accountants 
























11 











Exhibit C  



HYUNDAI 



TERMS AND CONDITIONS OF SALE  


1.    Goods Sold;
Pricing.   The goods sold (“Goods”) by Hyundai Translead (“Seller”) are described on
page 1 of this Contract of Sale. The prices shown thereon are firm for 30 from the Sales Order Date. If a Contract of Sale is
returned by the Customer more than 30 days after the Sales Order Date, the prices of the Goods will be Seller’s standard
prices then in effect. Prices do not include sales or use taxes applicable to the Goods. Customer agrees to pay any such tax due,
and to reimburse Seller for any such tax Seller is required to pay. 



2.    Shipment.   Except as
otherwise expressly stated in page I of the Contract of Sale \the Goods sold under this agreement will be shipped in lots of size
and number to be determined by Seller, and on dates specified by Seller. Seller, by Shipping Notice to customer, will identity the
goods to the contract. Customer is responsible for all costs of shipment. If shipment is delayed by Customer, the Goods shall be
stored for the Customer’s account, and at the Customer’s expense and risk. Customer designates Seller as its agent to
arrange for a “first shipment” to be placed on any trailer or container to be shipped, and Customer shall be entitled to
the payment for such shipment as an offset against Customer’s shipping charges. 



3.    Payment.   Except as
otherwise expressly stated in the Order Confirmation, payment terms are payment by sight draft on Customer’s flooring line
upon delivery of the goods to Customer. 



4.    Title and Risk of Loss.   Title
and risk of loss shall pass to Customer upon delivery of the Goods by Seller to the carrier for shipment, F.O.B. Hyundai Translead
factory in Tijuana, Baja California, Mexico. 



5.    Seller’s Purchase Money Security
Interest.   Customer grants to Seller, and Seller retains a security interest in the Goods until
Customer’s obligations under this contract have been fully performed. Customer appoints Secured Party as Customer’s
attorney in fact to prepare, sign on Customer’s behalf and file financing statements, continuation statements, statements of
assignment, termination statements, and the like, as necessary to perfect, protect, preserve, or release Secured Party’s
interest in the Goods. Any title documents relating to the transaction shall be delivered to Customer only after the purchase
price has been paid in full, or Seller has been provided reasonable assurance thereof. 



6.    Limited Warranty. 



        a.    What
is covered by this warranty.   Seller warrants to Customer, that the Goods are tree from defects in
material or workmanship. This warranty expires five years from the date of delivery. If the buyer discovers within this period a
failure of the product to conform to specifications, or a defect in material or workmanship, the buyer must promptly notify Seller
in writing. In no event may that notification be received by Seller later than 61 months from the date of shipment. Within a
reasonable time after notification, Seller will correct defects in material or workmanship, with either new or used replacement
parts. Such repair, including both parts and labor, will be performed at Seller’s expense. All warranty service will be
performed at service centers designated by Seller. If Seller is unable to repair the product to conform to the warranty after a
reasonable number of attempts, Seller will provide, at its option, one of the following: a replacement product or a full refund of
the purchase price. These remedies are the purchaser’s only remedies for breach of warranty. 



        b.    Transfer
of Warranty:   This Warranty is transferable only by a Customer who is a Hyundai Dealer only to the first
purchaser of the particular Hyundai Goods from the Dealer. 



        c.    What
is not covered by this warranty.   Seller does not warrant (a) any product, components, or parts not
manufactured by Seller; (b) damage caused by use of the product for purposes other than those for which it was designed; (c)
damage caused by collision or roadway accident; (d) disasters such as fire, flood, wind, and lightning; (e) damage caused by
unauthorized attachments or modifications; (f) damage during shipment; (g) normal wear and tear; or (h) any other abuse or misuse
by the purchaser. 




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        d.    Warranty
of title.   In addition to the warranties set forth herein, Seller warrants that it has good title to the
Goods free of any encumbrance. 




        e.    DISCLAIMER
OF WARRANTY.   THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 



7.    Limitation of Remedies. 



IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. DAMAGES
THAT SELLER WILL NOT BE RESPONSIBLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS; LOSS OF SAVINGS OR REVENUE; LOSS OF USE
OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES, OR SERVICES; DOWNTIME;
THE CLAIMS OF THIRD PARTIES, INCLUDING CUSTOMERS; AND INJURY TO PROPERTY. THIS LIMITATION DOES NOT APPLY TO DAMAGES CAUSED BY
BREACH OF THE WARRANTY OF TITLE. 



8.    Time Limit for Bringing Claim.   Any
arbitration on a claim for breach of warranty must be commenced, in accordance with Section I3.b., within 6 months following
notice given by Buyer as provided in Section 6.a. 



9.    Allocation of Risks.   This
agreement allocates the risks of product failure between Seller and Customer. This allocation is recognized by both parties and is
reflected in the price of the goods. Customer acknowledges that it has read this agreement, understands it, and is bound by its
terms. 



10.    Force Maieure.   If
Seller fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain
labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations,
governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other
causes beyond the reasonable control of Seller, then Seller’s performance shall be excused for a period equal to the period
of such cause for failure to perform, plus a reasonable time to complete manufacture and shipment of the Goods. 



11.    Applicable Law and Forum.   This
Agreement, and resolution of any dispute arising from the relationship between the parties to this Agreement, shall be governed by
California law, excluding any laws that direct the application of another jurisdiction’s laws. 



12.    Attorney Fees.   In
any litigation, arbitration, bankruptcy or other proceeding by which one party either seeks to enforce its rights under this
Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the
prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to
enforce the final judgment or order. 



13.    Dispute Resolution. 


        a.    Mediation.   Before
invoking the binding dispute mechanism set forth in Section I4.b. of this Agreement, the parties shall first participate in
mediation of any dispute arising under this Agreement, in San Diego, California, under the Mediation Rules of the American
Arbitration Association. 


        b.    Arbitration.   The
parties shall submit all disputes relating to this Agreement (whether contract, tort, or both) to binding arbitration in San
Diego, California, in accordance with Commercial Rules of the American Arbitration Association. Either party may enforce the
award of the arbitrator under sections 1285 et seq. of the California Code of Civil Procedure. The parties understand that they
are waiving their rights to a jury trial. 






13 












14.    Entire Agreement.   These
Terms and Conditions, together with the terms of the Order Confirmation on the reverse side, constitute the final, complete, and
exclusive statement of the terms of the Agreement between the parties pertaining to the purchase and sale of the Goods, and
supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this
Agreement by, nor is any Customer relying on, any representation or warranty, including statements made by salespersons, outside
those expressly set forth in this Agreement. No employee of Seller or any other party is authorized to make any warranty in
addition to those made in this agreement. 



15.    Modification.   This
Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or
modification of this Agreement shall be binding unless it is in writing and signed by Seller and Customer. 
























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Exhibit D  

Hyundai Co-Operative Advertising Policy 


Concept- 



	  	Hyundai Translead, in an effort to encourage self-promotion by its
dealers, will co-op a portion of the cost of advertising for dealers who follow the prescribed approval process as outlined here.







Acceptable for Co-op- 



	  	Various scenarios are outlined here, however questions about
others will arise. Those dealt with here are fuIly explanatory. All others, deemed acceptable or not, will be considered at the
sole discretion of the head of Hyundai Translead’s Marketing Communications Department (MCD), and ultimately by the Vice
President of Trailer Sales. 






YeHow Page Advertising- 



	  	Hyundai Translead will co-op 50% of the cost of a standard Trade
Name and Trade Regular listing in Directories approved by Hyundai Translead’s MCD and placed in the directory on an annual
basis. The dealer will place the ad. The dealer will then invoice Hyundai Translead for the agreed amount. 






	  	Other types of Yellow Page advertising will be considered under
certain conditions, i.e. first year in a market, company name change or under unusual circumstances. 






Trade Publication Advertising- 



	  	Hyundai Translead, upon approval by their MCD, will co-op in
certain publications, deemed acceptable by their MCD, a portion of the cost of the advertising rate based on 50%, if the entire ad
is about new Hyundai trailers. 






	  	When an ad is shared by new Hyundai trailers and used trailers,
new Hyundai trailers and parts or service promotion, or new Hyundai trailers and trailers of another brand, Hyundai will co-op 50%
of the advertising rate for that portion devoted to new Hyundai trailers. 






Sponsorships- 



	  	In some instances, Hyundai Translead will co-op a portion of the
cost of sponsoring an event with a dealer to promote the Hyundai name. This will require approval well in advance of the event by
their MCD and/or the Vice President of Trailer Sales. 






Signage- 



	  	Signs for the exterior of buildings or free standing on poles or
posts will be treated similar to print advertising in publications. Hyundai Translead will co-op 50% of the cost of the sign that
is exclusive to Hyundai trailers and follows the Hyundai TransJead Corporate Identification Policy. Artwork and guidelines are
available from their MCD. Only the cost of the sign itself, not the poles or installation on poles or the building are eligible
for co-op funding. 






	  	The dealer should get two or three quotes on any sign. Local codes
and where the sign is to be installed will determine the size sign desirable. A proposal quote from the sign companies,
accompanied by professionally prepared drawings must accompany the request for co-op funding. 






	  	Approval will be provided in writing by their MCD. The sign
company invoice and a photograph of the sign must accompany the final request for payment. 









15 











Approval Process- 



	  	Hyundai Translead has set forth the following approval procedures
that must be followed, without exception to receive co-op funding for Dealer advertising as outlined above. 






	  	All requests for co-op advertising funding must be directed to
their MCD prior to publication or any commitment being made, in the case of sponsorships. Requests must be made by letter, fax or
e-mail to the MCD, with a copy of the proposed ad layout attached to the request. Once a determination is made concerning the
request, the dealer will be informed as to the amount of co-op funds that have been approved. At this time, the dealer must
acknowledge the approval and indicate in a like manner, their desire to co-sponsor the ad or the event. 






	  	
Once
approval is given, the MCD will either place the ad or instruct the dealer representative
to place the ad or commit to the sponsorship. In the case of the latter, MCD should
receive a copy of the advertising insertion order or the sponsorship commitment letter.  






Co-op Payment- 



If Hyundai Translead places the ad
for the dealer, they will invoice the dealership for the agreed amount, with a copy of the
publishing invoice attached. If the dealer is instructed to place the ad or commit to a
sponsorship, Hyundai Translead will issue a check for the agreed amount upon receipt of a
dealer invoice and a copy of the publication or sponsorship invoice and a copy of the ad
or acknowledgment of the sponsorship. 



	  	Exception-  






	  	
If
a dealership is in arrears on their Hyundai Translead account, no co-op funds will be
paid. In this case, a hold will be placed on payment of these funds until the account is
brought current. Should the dealer relationship cease, it will be applied against the
account as a credit.  





















16 










Exhibit E  


Listing of Hyundai Translead Corporate Accounts 






Listed below are the current corporate accounts to be contacted and sold to directly by Hyundai Translead Corporate Offices.



 





	
            
 	
            1.
 	
            AFFES (Army AirForce Exchange)
 









	
            
 	
            2.
 	
            Frito-Lay
 









	
            
 	
            3.
 	
            Allan Richie
 









	
            
 	
            4.
 	
            Dean Foods – Local Dairies
 









	
            
 	
            5.
 	
            Frozen Express
 









	
            
 	
            6.
 	
            Transport Industries
 









	
            
 	
            7.
 	
            Central Transport
 









	
            
 	
            8.
 	
            Pilgrims Pride
 









	
            
 	
            9.
 	
            Safety Kleen Corp.
 









	
            
 	
            10.
 	
            Bimbo Bakeries
 









	
            
 	
            11.
 	
            Trinity Industries Logistics
 









	
            
 	
            12.
 	
            J.C. Penny’s
 









	
            
 	
            13.
 	
            Bright Leasing
 









	
            
 	
            14.
 	
            McLane
 









	
            
 	
            15.
 	
            Radio Shack
 









	
            
 	
            16.
 	
            Stevens Transport
 









	
            
 	
            17.
 	
            Transport Industries Holdings
 









	
            
 	
            18.
 	
            Sysco
 









	
            
 	
            19.
 	
            NFI
 









	
            
 	
            20.
 	
            H.E. Butt Grocery
 









	
            
 	
            21.
 	
            Ben E. Keith
 









	
            
 	
            22.
 	
            Eagle Global Logistics
 








17 










Exhibit F  

Purchase Funding 


CapSource Equipment Company, Inc. to use Navistar Financial as the primary
source of funding for equipment purchased from Hyundai Translead. 
























18