Exhibit 10.3 to CapSource Financial, Inc. Form 8-K/A Amendment 1 dated May 1, 2005








Exhibit 10.3  


WHOLESALE FLOOR PLAN FINANCING AGREEMENT

FOR TRAILER DEALERS


This Wholesale Floor Plan Financing Agreement (this “Agreement”) is entered into this  14th day of April 2006
, between ___________________________  (hereinafter referred to as “Dealer”) a  Capsource Equipment Company, Inc. whose principal place of business is located at
Nevada Corporation, 15609 Valley Blvd. Fontana, CA 92335
 and Navistar Financial Corporation, located at 425 N. Martingale Rd. Schaumburg, IL 60173 (“Lender”).


          1.
PURPOSE. The purpose of this Agreement is to set forth the conditions under
which the Lender shall provide wholesale (floor plan) financing for inventory
consisting of: (i) NEW equipment to a Dealer for the Dealer’s purchase of new
trailers manufactured, distributed or offered for sale by one or more
manufacturers and (ii) USED equipment taken in trade or purchased by Dealer
(new equipment and used equipment are hereinafter collectively referred to as
the “Equipment”).


          2.
GOODS COVERED. This Agreement shall apply to all Equipment that Dealer desires
to purchase from manufacturer from time to time or that Dealer may take in
trade or purchases from time to time.


          3. FINANCE TERMS. The Dealer agrees that
all Equipment financed by Lender in accordance with the provisions of this
Agreement shall draw interest or accrue a financing charge and a flat charge at
rates established by the Lender in accordance with Lender’s New and Used Floor
Plan Terms for Dealers, as amended, supplemented or modified from time to time,
the form of which is attached hereto as Exhibit A. Credit for the purchase
price of the Equipment covered hereby will be extended by Lender subject to its
prior and continuous approval. Lender may at
any time without notice place a limit upon the amount of credit that may be
extended to the Dealer and may at any time, without notice, change any credit
limit so established.


          4.
GRANT OF SECURITY INTEREST. To protect the Lender when credit is extended, and
to secure payment of all amounts due or to become due for any indebtedness or
obligations now or hereafter owing by Dealer to the Lender, whether or not
arising under this Agreement, until all such indebtedness shall have been paid
in cash, and all such obligations have been completely satisfied, the Lender
hereby retains, and Dealer hereby grants a first priority security interest
under the Uniform Commercial Code or other applicable laws in and to Dealer’s
inventory of Equipment, now or hereinafter acquired, and all attachments,
accessories, equipment and service parts attached thereto purchased hereunder
which is manufactured or distributed by Manufacturer or which credit is
extended by Manufacturer or Lender, all chattel paper, contracts, instruments
and accounts of whatever nature arising out of the sale, lease, rental or other
disposition of the above described Equipment, all repossessions of the above
described Equipment, all credits or other amounts due hereunder in the form of
allowances, warranty reimbursements or otherwise, and the cash and non-cash
proceeds, and products thereof, including without limitation, insurance
proceeds of all of the above.


          5.
GUARANTY. Dealer shall cause to be delivered to Lender simultaneously with the
execution of this
Agreement the personal guaranties (substantially in a form as attached hereto
as Exhibit B) of and
___________________________________
and ___________________________and guaranteeing any and all
indebtedness
of Dealer to Lender and any affiliate of Lender, its successors and assigns, as
a guaranty of all of Dealer’s obligations, including all payment obligations,
hereunder.


          6.
ADDITIONAL DOCUMENTATION. When requested by the Lender, the Dealer will execute
and deliver, or cause to be executed and delivered, to Lender, in form and
substance satisfactory to Lender such notes (in the form of which is attached
hereto as Exhibit C), such other financing statements (the form of which is
attached hereto as Exhibit D) a signatory authorization and minutes approving
such authorization (the form of which is attached hereto as Exhibit E) and
liens, notes or contracts or such other title retention or security instruments
or any other documents as may be required by the Lender covering the Equipment
and all other security described above, and securing any and all indebtedness
owing by the Dealer to the Lender or any of its affiliates.


	
 

	
 

	
 


	
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          7.
 OBLIGATION
TO PAY. Regardless of any terms established by Manufacturer or Lender on
Equipment sold to the Dealer on credit, the Dealer’s obligation to pay Lender
on the note(s) will become immediately due and payable whenever the Equipment
is resold, leased, rented or placed in use. The Dealer agrees to pay all
initial taxes imposed by law upon the privilege of executing said liens, notes
or contracts or other title retention or security instruments or documents, and
if it fails to do so, to reimburse the Lender for all costs of such taxes paid
by the Lender on behalf of the Dealer.


When the Dealer is indebted
to the Lender, or to any affiliate of the Lender, on past due notes, or for
goods resold by the Dealer, the Dealer shall, when the Lender requires, assign
or endorse and promptly deliver to the Lender, for its account or for the
account of any affiliate or subsidiary of the Lender or for the account of
both, sufficient good accounts or well-secured notes, or other assets, to cover
said indebtedness, to be held as additional security. The Dealer agrees to pay
a collection fee on the cash collected by the Lender upon such Equipment
security which fee will be determined at the time the Equipment security is
assigned.


          8.
SCHEDULES AND REPORTS. Dealer shall deliver to Lender as soon as available, and
in any event within 90 days after the end of Dealer’s fiscal year, a complete
audited financial statement for Dealer’s business.


          9.
REPRESENTATIONS, WARRANTIES AND COVENANTS. Dealer hereby covenants, represents,
warrants and agrees as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
The financial statements
  delivered or to be delivered by Dealer to Lender at or prior to the date of
  this Agreement and at all times subsequent thereto accurately reflect the
  financial condition of Dealer, and there has been no material adverse change
  in the financial condition, the operations, the properties or prospects of
  Dealer since the date of the financial statements most recently delivered to
  Lender prior to the date of this Agreement;


	
 

	
 

	
 


	
 

	
(b)

	
The office where Dealer
  keeps its books, records and accounts (or copies thereof) concerning the
  Equipment, Dealer’s principal place of business and all of Dealer’s other
  places of business are as set forth in Exhibit F attached hereto; Dealer
  shall promptly (but in no event less than ten (10) days prior thereto) advise
  Lender in writing of the proposed opening of any new place of business, the
  closing of any existing place of business, and any change in the location of
  Dealer’s books, records and accounts (or copies thereof) concerning the
  Equipment;


	
 

	
 

	
 


	
 

	
(c)

	
Dealer is a corporation,
  limited liability company, partnership (circle one) duly organized, validly existing,
  and in good standing under the laws of the state of
  ____________________________ and Dealer is  Nevada
  duly qualified and in good standing in all states where the nature and extent
  of the business transacted by it or the ownership of its assets makes such
  qualification necessary. Dealer shall deliver to Lender a certified copy of a
  resolution of Dealer’s Board of Directors and/or Members authorizing the
  execution by Dealer of this Agreement and the transactions contemplated
  hereby substantially in the form of Exhibit G attached hereto.


	
 

	
 

	
 


	
 

	
(d)

	
Unless the prior written
  approval of Lender shall first have been obtained:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Dealer will not change
  Dealer’s name in any manner unless Dealer shall have given Lender at least
  thirty (30) days prior written notice thereof and shall have taken all action
  necessary or reasonably requested by Lender to amend any financing statements
  or continuation statements. Dealer will not sign or authorize the signing on
  Dealer’s behalf of any financing statement naming Dealer as Debtor covering
  all or any portion of the Equipment, except financing statements naming
  Lender as Secured Party.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
There are no actions or
  proceedings which are pending or threatened against Dealer which might result
  in any material adverse change in its financial condition or materially
  adversely affect the Equipment and Dealer shall, promptly upon becoming aware
  of any such pending or threatened action or proceeding, give written notice
  thereof to Lender;








	
 

	
 

	
 


	
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(iii)

	
 Dealer is not in default
  under any material contract, lease or commitment to which it is a
  party or by which it is bound, nor does Dealer know of any dispute regarding
  any





          10.
ADDITIONAL COVENANTS OF THE DEALER. Until payment or satisfaction in full of
all liabilities, unless Dealer obtains Lender’s prior written consent waiving
or modifying any of Dealer’s covenants hereunder in any specific instance,
Dealer agrees as follows:


	
 

	
 

	
 


	
 

	
(a)

	
Dealer shall promptly advise
  Lender in writing of (i) any material adverse change in the business, assets
  or condition, financial or otherwise, of Dealer, the occurrence of any Event
  of Default hereunder or the occurrence of any event which, if uncured, will
  become an Event of Default hereunder after notice or lapse of time (or both)
  or (ii) any default or notice of termination or termination of its agreement
  with the Manufacturer;


	
 

	
 

	
 


	
 

	
(b)

	
Lender, or any persons
  designated by it, shall have the right, at any time, to call at Dealer’s
  places of business at any reasonable times, and without hindrance or delay,
  to inspect the Equipment and to inspect, audit, check and make extracts from
  Dealer’s books, records, journals, orders, receipts and any correspondence
  and other data relating to the Equipment. Dealer shall furnish to Lender such
  information relevant to Lender’s rights under this Agreement as Lender shall
  at any time and from time to time request. Dealer authorizes Lender to
  discuss the affairs, finances and business of Dealer with any managers or
  employees responsible for the financial records of the Dealer and to discuss
  the financial condition of Dealer with Dealer’s independent public
  accountants. Any such discussions shall be without liability to Lender or to
  Dealer’s independent public accountants;


	
 

	
 

	
 


	
 

	
(c)

	
Dealer shall keep the
  Equipment in good condition, repair and order; shall permit Lender to examine
  any of the Equipment at any time and wherever the Equipment may be located;
  shall not permit the Equipment, or any part thereof, to be levied upon under
  execution, attachment, distraint or other legal process; shall not sell,
  lease, grant a security interest in or otherwise dispose of any of the
  Equipment except as expressly permitted by this agreement; and shall not
  secrete or abandon any of the Equipment, or retitle any of the Equipment for
  which there is a certificate of title;


	
 

	
 

	
 


	
 

	
(d)

	
Dealer shall file all
  required tax returns and pay all of its taxes when due, including, without
  limitation, taxes imposed by federal, state or municipal agencies, and shall
  cause any liens for taxes to be promptly released; provided, that Dealer
  shall have the right to contest the payment of such taxes in good faith by
  appropriate proceedings so long as (i) the amount so contested





          11.
DEFAULT. An Event of Default shall be deemed to have occurred upon the
happening of any one of the following events:


	
 

	
 

	
 


	
 

	
(a)

	
a breach by the Dealer of
  any of the provisions of or representations contained in this Agreement, or


	
 

	
 

	
 


	
 

	
(b)

	
a default by Dealer in the
  payment of any installment of principal or interest on any of the Notes
  referred to in this Agreement or a default under any other contract or
  agreement between Dealer and Lender or any affiliate of Lender.


	
 

	
 

	
 


	
 

	
(c)

	
the failure of any Dealer
  or guarantor to perform, keep or observe any of the covenants, conditions,
  promises, agreements or obligations of such Dealer or guarantor under this
  Agreement or any of the other agreements;


	
 

	
 

	
 


	
 

	
(d)

	
the making or furnishing
  by Dealer or guarantor to Lender of any representation, warranty,
  certificate, schedule, report or other communication within or in connection
  with this Agreement or the other agreements or in connection with any other
  agreement between such Dealer or guarantor and Lender, which is untrue or
  misleading in any respect;


	
 

	
 

	
 


	
 

	
(e)

	
the institution by Dealer
  of proceedings to be adjudicated a bankrupt or insolvent, or proposing the
  entry of an order for relief against it, or the consent by it to the
  institution of bankruptcy or insolvency proceedings against it, or the filing
  by it of a petition or answer or consent seeking reorganization or relief
  under the Federal Bankruptcy Code or any other similar law, or the making by
  it of any assignment for the benefit of creditors, or the admission by it in
  writing of its inability to pay its debts generally as they become due.








	
 

	
 

	
 


	
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          12.
REMEDIES UPON DEFAULT.


	
 

	
 

	
 


	
 

	
(a)

	
Upon the occurrence of an
  Event of Default, Lender may declare that all of the notes and all amounts
  due or to become due thereunder are immediately due and payable. This
  declaration shall be in addition to and not in lieu of any other remedies
  available to Lender. Lender’s waiver of rights arising pursuant to any Event
  of Default, or of any successive Event of Default, shall not constitute a
  waiver of any subsequent Event of Default, including the specific Event of Default
  formerly waived.


	
 

	
 

	
 


	
 

	
(b)

	
Upon the occurrence of an
  Event of Default, Lender may exercise from time to time any rights and
  remedies available to it under the Uniform Commercial Code and any other
  applicable law in addition to, and not in lieu of, any rights and remedies
  expressly granted in this Agreement or in any of the other agreements and all
  of Lender’s rights and remedies shall be cumulative and non-exclusive to the
  extent permitted by law.


	
 

	
 

	
 


	
 

	
 

	
In particular, but not by
  way of limitation of the foregoing, Lender may, without notice, demand or
  legal process of any kind, take possession of any or all of the Equipment (in
  addition to Equipment of which it already has possession), wherever it may be
  found, and for that purpose may pursue the same wherever it may be found, and
  may enter into any of Dealer’s premises where any of the Equipment may be,
  and search for, take possession of, remove, keep and store any of the
  Equipment until the same shall be sold or otherwise disposed of, and Lender
  shall have the right to store the same at any of Dealer’s premises without
  cost to Lender.


	
 

	
 

	
 


	
 

	
 

	
At Lender’s request,
  Dealer shall, at Dealer’s expense, assemble the Equipment and make it
  available to Lender at one or more places to be designated by Lender and reasonably
  convenient to Lender and Dealer.


	
 

	
 

	
 


	
 

	
 

	
Dealer recognizes that if
  Dealer fails to perform, observe or discharge any of its liabilities under
  this Agreement or the other agreements, no remedy at law will provide
  adequate relief to Lender, and agrees that Lender shall be entitled to
  temporary and permanent injunctive relief in any such case without the
  necessity of proving actual damages. Any
  notification of intended disposition of any of the Equipment required by law
  will be deemed reasonably and properly given if given at least ten (10)
  calendar days before such disposition.


	
 

	
 

	
 


	
 

	
 

	
Any proceeds of any
  disposition by Lender of any of the Equipment may be applied by Lender to the
  payment of expenses in connection with the Equipment, including, without
  limitation, legal expenses and reasonable attorneys’ fees, and any balance of
  such proceeds may be applied by Lender toward the payment of such of the
  liabilities, and in such order of application, as Lender may from time to
  time elect or may be applied against any other obligation by Dealer to Lender
  or any affiliate of Lender. Any surplus remaining after the satisfaction of
  all obligations will be returned to Dealer. If the proceeds of such sale are
  insufficient to satisfy the obligations Dealer agrees to pay any deficiency.


	
 

	
 

	
 


	
 

	
(c)

	
All rights and remedies
  herein granted to Lender are cumulative and not alternative and any remedy
  herein specifically set forth is in addition to any applicable remedy that
  may be provided for and available by law. No waiver by Lender of any default
  or breach shall operate as a waiver of any other default or breach, as of the
  same default or breach on a future occasion.





          13.
INSURANCE REQUIREMENTS. Equipment delivered to Dealer in accordance with the
provisions of this Agreement will be covered in part by insurance provided by
Lender. Such insurance will be effected by a standard form Automobile Physical
Damage Policy with Wholesale Floor Plan Endorsement, Double Interest Form,
issued to Lender or its assignee as the named insured. A summary of such
provisions of insurance is attached hereto as Exhibit
H. In addition, Borrower shall maintain insurance with responsible
companies with an A. M. Best rating of not less than B+, in such amounts and
against such risks as is usually carried by owners of similar businesses and
properties in the same general geographic area in which Borrower operates.
(Said insurance shall name Lender as an additional insured party. All costs and
premiums for such insurance shall be borne by


	
 

	
 

	
 


	
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Borrower. In the
event that Borrower shall default in the making of any payment for said
insurance premiums, Lender may, but need not, make any such payments. Any such
payments made by Lender shall become additional indebtedness which shall be
subject to all of the terms and conditions of this Agreement and which shall be
secured by the same security agreements which secure the remainder of the loan
which is the subject of this Agreement.)


          14.
RETAIL FINANCING If Dealer desires to apply for a Retail Financing Program,
Dealer shall enter into a Retail Financing Program agreement and all related
documents, exhibits and finance bulletins forming a part of the Retail
Financing Program agreement. A copy of the Retail Financing Program agreement
is attached hereto as Exhibit I.


          15.
NOTICE. All written notices and other written communications with respect to
this Agreement shall be sent by ordinary, certified or overnight mail, by
telecopy or delivered in person, and in the case of Lender shall be sent to it
at Navistar Financial Corporation, 2850 West Golf Road, Rolling Meadows,
Illinois 60008,

Attention: Vice President of
Credit, and in the case of Dealer shall be sent to it at its principal place of
business set forth on the first page of this Agreement to the attention of
Dealer’s President.


          16.
CHOICE OF GOVERNING LAW; CONSTRUCTION FORUM. This Agreement, the notes and all
other agreements between Dealer and Lender are submitted by Dealer to Lender
for Lender’s acceptance or rejection at Lender’s principal place of business as
an offer by Dealer to borrow monies from Lender now and from time to time
hereafter, and shall not be binding upon Lender or become effective until
accepted by Lender, in
writing, at said place of business. If so accepted by Lender, this Agreement,
the notes and all other agreements between Dealer and Lender shall be deemed to
have been made at said place of business. This Agreement, the notes and all
other agreements between Dealer and Lender shall be governed and controlled by
the internal laws of the State of Illinois as to interpretation, enforcement,
validity, construction, effect, and in all other respects, including, without
limitation, the legality of the interest rate and other charges, but excluding
perfection of the security interests in the Equipment, which shall be governed
and controlled by the laws of the relevant jurisdiction. If any provision of
this Agreement shall be held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or
remaining provisions of this Agreement.


          17.
WAIVER OF JURY TRIAL; OTHER WAIVERS.


	
 

	
 

	
 


	
 

	
(a)

	
Dealer
  hereby waives all rights to trial by jury in any action or proceeding which
  pertains directly or indirectly to this Agreement, the notes, the other
  agreements or the Equipment.


	
 

	
 

	
 


	
 

	
(b)

	
Dealer hereby waives all
  rights to notice and hearing of any kind prior to the exercise by Lender of
  its rights to repossess the Equipment of Dealer without judicial process or
  to replevy, attach or levy upon such Equipment without prior notice or
  hearing.





          18.
AUTHORITY. All persons who execute this Agreement individually agree that, both
in their capacities as shareholders/owners/officers/members of Dealer and in
their individual capacities, they shall take no action which is or may be
inconsistent with this Agreement; they will perform each and every act
necessary to effectuate the representations, covenants and obligations of
Dealer hereunder; they will perform each and every act and execute each and
every document required of them as individuals; and they will not sell, assign,
pledge, or in any way encumber their shares of stock in Dealer.


          19.
TERMINATION. This Agreement may be terminated at any time at the will of any
party hereto by giving written notice thereof to the other parties by
registered mail addressed to the last known address of the other parties, or by
personal delivery. In the event of termination by any party, all obligations
owing by the Dealer to Company or Lender, or any of its affiliates or
subsidiaries shall become immediately due and payable.


	
 

	
 

	
 


	
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          IN WITNESS
WHEREOF, this Agreement has been
executed by the parties hereto as of the date and year above written.


Accepted
by Lender at

Schaumburg, Illinois


NAVISTAR FINANCIAL
CORPORATION


	
 

	
 


	
 

	
Capsource Equipment
  Company, Inc.


	
 

	









	
 

	
 

	
 

	
 

	
 


	
By: 

	
 

	
 

	
By: 

	
 


	
 

	


	
 

	
 

	



	
 

	
(Lender)

	
 

	
 

	
(Dealer)


	
 

	
 

	
 

	
 

	
 


	
Its: 

	
 

	
 

	
Its: 

	
 


	
 

	


	
 

	
 

	









	
 

	
 

	
 


	
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EXHIBIT A


FLOOR PLAN RATE AND TERMS FOR DEALERS


1. Agreement: This Exhibit
A is attached to and forms a part of that certain Wholesale Floor Plan
Financing Agreement (the “Agreement”) between  Capsource Equipment Company,
Inc. (“Borrower”) and Navistar Financial Corporation (“Lender”).
Capitalized terms used herein without definition will have the meaning as
described in the Agreement.


Borrower acknowledges that the rates and terms contained herein may be
amended, modified or supplemented from time to time. Unless otherwise agreed to by Lender, the rates and
terms in effect on the date Lender extends any Floor Plan Financing to Borrower
under the Agreement, shall be the rates and terms in effect for said Floor Plan
Financing until it is repaid in full. Borrower’s request to Lender to extend
such Floor Plan Financing shall be deemed an acceptance of the terms,
conditions, provisions and rates in force for the particular rates and terms in
effect at that time by Lender.


2. Maximum Credit


	
 

	
 

	
 


	
 

	
(a)

	
New: Sales price of Equipment,


	
 

	
 

	
 


	
 

	
(b)

	
Used: The maximum Floor Plan Financing for Used Equipment shall be
  one hundred (100%) of its “as is” wholesale value as determined by Lender’s
  appraisal thereof. The minimum floorplan note shall be $5,000.00.





3. Maturity: New: Principal
payment shall be due twelve (12) months from the first of the month following
date of invoice and creation of the Floor Plan Note. A Floor Plan Note covering
Equipment in new condition may be extended by Lender or its assignee for a
three (3) month renewal period, provided all accrued interest has been paid and a curtailment of ten percent (10%)
of the original Floor Plan Note principal balance (“Curtailment”) is paid to Lender or its assignee at the original
maturity date.


Provided that prior Curtailment payments have been paid as scheduled
and the Borrower continues to have approved Floor Plan Financing, the Borrower
shall pay additional curtailments on Equipment every three (3) months. At the
option of the Lender, the cash Curtailment may be waived. Provided the
Equipment remains on­hand and unsold, the number of additional 90-day extension
periods for New Equipment shall be unlimited provided the ten percent (10%)
Curtailments of the original amount are paid with each extension. The amount
due for subsequent Curtailments may be increased in the event that depreciation
or weathering of the Equipment is deemed, in the sole judgment of the Lender or
its assignee, to warrant such additional amount.


If payment for the Curtailment that is due upon original maturity is
not received and credited to the Borrower Floor Plan Note by the last business
day of the maturity month, the Curtailment amount, plus a non-refundable service charge equal to fifteen
(15) days interest will be charged to the Borrower’s accounts receivable statement.


Used: A ten percent (10%) curtailment shall be due on the first month
follwing six (6) months from the date of creation of a Floor Plan Note (“Curtailment”). A ten percent (10%)
curtailment of the original Floor Plan Note principal balance shall be due on the first of the month following nine
(9) months from the date of creation of a Floor Plan Note. Payment in full of
the outstanding balance shall be due on the first of the month following twelve
(12) months from the date of creation of Floor Plan Note.


Provided that prior Curtailment payments have been paid as scheduled
and the Borrower continues to have approved Floor Plan Financing, if at the end
of such maturity periods, the Equipment is still on hand, unsold and not in
service of any kind, in as good condition as it was when the related Floor Plan
Note was accepted by Lender, and any reconditioning necessary to place any
Equipment in salable condition has been completed, the period for which the Equipment will be financed
will be extended for an additional ninety (90) days upon payment in cash of ten percent (10%) of the original
amount of the Floor Plan Note. At the option of Lender, the cash


	
 

	
 

	
 


	
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Exhibit A
  (NonUtility-New)










Curtailment
may be waived. Provided that prior Curtailment payments have been paid as
scheduled and the Borrower continues to have approved Floor Plan Financing and
provided the Equipment remains on-hand and unsold, the number of additional ninety (90) day extension periods for
the Equipment shall be unlimited provided the ten percent (10%)
Curtailments of the original amount are paid with each extension. Such
Curtailments may be increased in
amount in the event that the depreciation or weathering of the Equipment(s) is
deemed, in the sole judgement of Lender, to warrant such additional amounts.


If the Curtailment due is not received and credited by Lender by the
last business day of the maturity month, the Curtailment amount, including a non-refundable
service charge equal to fifteen (15) days interest, will be charged to the
Borrower’s accounts receivable statement.


4. Interest: Each Floor
Plan Note will bear interest at Prime Rate plus one and one-quarter percent
(1.25%) for New Equipment and one and three-quarters percent (1.75%) for Used
Equipment. Prime rate shall be determined for the ensuing month by the Prime
Rate on the third Monday of the current month. If interest rate determined as
set forth herein exceeds the rate permitted by law, then the highest rates
permitted by law shall apply. Navistar Financial Corporation reserves the right
to change the rate of interest on newly booked Floor Plan Notes at any time.


5. Flat Rate: A flat
charge, currently .00065%, will be charged on the outstanding Floor Plan Note
balance on the last day of
each month to the Borrower’s monthly accounts receivable statement. In no event
will the flat charge be less than
$450.00 per month as long as a Floor Plan balance is owed to Lender at month
end. Payment is due immediately upon receipt each month by Borrower of the
Borrower’s accounts receivable statement. The flat charge may be changed at any
time by Lender giving Borrower ten (10) days prior written notification.


6. Payment: All Floor Plan
Notes shall accrue interest until Lender or its assignee receives full
settlement upon established terms. Settlement may be transmitted to Lender by
check or wire transfer, and credit will be applied effective the next banking
day following an initiating message, provided that the initiating message is
received by lender by 12:00 noon, Borrower’s local time. If payment is received
by a Borrower’s check, Floor Plan
Notes shall accrue interest to and including the second (business or banking)
day after such remittance is received
by the designated bank lock box.


7. Application of Proceeds:
The credit for each Floor Plan Note accepted hereunder will be applied as
follows:


	
 

	
 

	
 


	
 

	
(a)

	
First to the balance owing to the Lender or manufacturer for the sold
  Equipment covered by such Floor Plan Note;


	
 

	
 

	
 


	
 

	
(b)

	
If Borrower is not further indebted to Lender for the sold Equipment
  covered by such Floor Plan Note, the balance may be applied, at the option of
  Lender, against other obligations owing to Lender or its affiliates, paid in
  cash to the Borrower, or paid as directed by Borrower.





8. Additional Documentation: At Lender’s
request, Borrower agrees to deliver to Lender the manufacturer’s certificate of
origin, the Certificate of Title, if a Certificate of Title has been issued for
Used Equipment, and agrees to execute such other documents as may be required
by Lender.


9. Modification: Any term or condition of this Agreement may be
modified by Lender from time to time by the issuance of written finance
bulletins. No representative of Lender, except for the President or any Vice
President, in writing, may waive any provision of the Agreement or modify its
terms.


	
 

	
 

	
 


	
WFPT-2.02

	
Page 2 of 2

	
Exhibit A
  (NonUtility-New)












EXHIBIT
B


GUARANTY
(For Wholesale)

FH-217


THIS CONTINUING UNCONDITIONAL GUARANTY (this “Guaranty”), is made by
the undersigned (“Guarantor,”
or if made by more than one person or entity, collectively, “Guarantor”) to NAVISTAR FINANCIAL CORPORATION
(“NFC”), and any and all of its affiliates (collectively “Affiliates”) whose principal address is 425 N.
Martingale Rd.
Schaumburg, IL 60173 (NFC and Affiliates are referred to collectively as “Companies”).


R E C I T A L S:


          WHEREAS, __________,
a(n) Capsource Equipment Company, Inc. Nevada Corporation , whose
principal office is located at 15609 Valley Blvd. Fontana, CA 92335 (“Obligor”) desires and may desire from time to
time to obtain financial accommodations
from Companies including, without limitation, wholesale (floor-plan) financing,
parts financing, open account financing, capital loans, or other loans (whether
pursuant to wholesale (floor-plan) financing arrangements, parts security
agreements, open account financing arrangements, capital loan and security
agreements or other instruments or agreements); and


          WHEREAS,
Companies are requiring this Guaranty as a condition to extending or continuing
to extend any financial
accommodations to Obligor; and


          WHEREAS,
because of the ownership, business relations or other circumstances existing
with respect to Obligor and
Guarantor, Guarantor has determined that Guarantor will economically benefit by entering into this Guaranty, thereby inducing
Companies to provide the aforementioned financial accommodations to Obligor.


          1. Guaranty.
Guarantor hereby absolutely and unconditionally guarantees: (a) the prompt
payment of all monetary obligations of any sort which Obligor is now or may
hereafter become liable to Companies
(“Monetary Obligations”), whether pursuant to the agreements referenced in the
first WHEREAS clause above or other
agreements or instruments (collectively, “Agreements”), all as and when such
Monetary Obligations become due under such Agreements; and (b) the full and
timely performance of each and every other obligation of Obligor under the
Agreements (“Non-Monetary Obligations”); for which such Monetary Obligations
and Non-Monetary Obligations (collectively, “Obligations”) Guarantor shall be
jointly and severally liable with Obligor. Guarantor expressly acknowledges
that this Guaranty will apply not only to Agreements entered into as of the
date hereof, but also to any additional Agreements and all amendments, and
schedules and other supplements of any Agreements which are entered into prior
to the termination of this Guaranty.


          2. Actions
by Companies Not to Affect Liability. The liability of Guarantor hereunder
shall not be affected by: (a) the renewal, extension, modification, termination
or acceleration of an Agreement by lapse of time or otherwise (all of which are
hereby authorized by Guarantor) or a release or limitation of the liability of
Obligor or Obligor’s estate under any Agreement in any bankruptcy or insolvency
proceeding; (b) any extension
in the time for making any payment due under an Agreement or acceptance of partial payment from Obligor; (c) the
acceptance or release by Companies of any additional security or any other
guaranty for the performance of Obligor’s obligations under an Agreement; (d)
the failure during any period of time whatsoever of Companies to attempt to
collect any amount due under an Agreement from Obligor or any other guarantor
of an Agreement or to exercise any remedy available under an Agreement, any
other guaranty of an Agreement or any other security instrument given as
security for performance of an Agreement, in the event of a default in the
performance by Obligor of the


	
 

	
 

	
 


	
WFPT-2.02

	
Page 1

	
Exhibit B










terms of an Agreement; (e) Companies’s consent to
any assignment(s) or successive assignments of an Agreement, or any subletting or successive subletting of any of the
equipment covered by a lease constituting
an Agreement; (f) any assignment or successive assignments of Companies’s
interest under an Agreement (whether absolute or as Equipment);
(g) Companies’s consent to any changed, expanded or different use of the equipment which is the subject of, or was
financed pursuant to, an Agreement; (h) the assertion by Companies against Obligor of any rights or remedies
reserved or granted to Companies
under an Agreement, including the commencement by Companies of any proceedings
against Obligor; (i) any assignment or other transfer, by operation of law or
otherwise, of any or all of Obligor’s interest in an Agreement or any equipment
which may have been the subject thereof or financed pursuant thereto; or (j)
any dealings, transactions or other matter occurring between Companies and
Obligor or between Companies and any Guarantor; whether or not a Guarantor has
knowledge or has been notified of or agreed to any of the foregoing.


          3. Waivers.
Guarantor hereby expressly waives: (a) notice of acceptance of this Guaranty; (b) presentment, demand, notice of dishonor,
protest and notice of protest, and all other notices whatsoever, including, without limitation, notice of any
event or matter described in Section 2 hereof; (c) any and all claims or
defenses based upon lack of diligence in: (i) collection of any amount the
payment of which is guaranteed hereby; (ii) protection of any Equipment or
other security for an Agreement or the failure to perfect or maintain
perfection of any security interest granted as security for any Obligations
under an Agreement; (iii) realization upon any other security given for an
Agreement; (iv) the discharge, liquidation or reorganization of Obligor in
bankruptcy or the rejection of an Agreement by Obligor or a trustee in bankruptcy;
or (v) the discharge or bankruptcy of any Guarantor or any other guarantor of
an Agreement; (d) any and all defenses of suretyship; (e) the release of, or
failure to prosecute the obligations of, any other guarantor of an Agreement,
whether or not such other guarantor is a Guarantor hereunder; and (f) any other
circumstances which might constitute a legal or equitable discharge or defense
of a guarantor. IN ADDITION, GUARANTOR HEREBY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS
GUARANTY.


          4. Nature
of Remedies. No delay or omission on the part of Companies in the exercise
of any right or remedy hereunder shall operate as a waiver thereof. All
remedies of Companies hereunder shall be in addition to, and exercisable
consecutively or concurrently in any combination with any and all remedies
available to Companies by operation of law or at equity or under an Agreement
or any other guaranty or
security agreement, and Companies may exercise its remedies hereunder against a
Guarantor without the necessity for
any suit or proceedings of any kind or nature against Obligor or any other
Guarantor or any other guarantor or against any security, and without the
necessity of any notice to Obligor or Guarantor of nonpayment, nonobservance,
nonperformance or other default by Obligor under an Agreement. Written
acknowledgment by Obligor or the judgment of any court establishing the amount
due from Obligor shall be conclusive and binding on Guarantor.


          5. Costs
of Collection. In the event of the enforcement of this Guaranty by
Companies, Companies shall be
entitled to collect from Guarantor, Companies’s costs of collection and
enforcement, including, without
limitation, reasonable attorneys’ fees.


          6. Subordination. Any current or future liability
of Obligor to Guarantor (whether or not arising out of a payment by Guarantor under this
Guaranty) is hereby subject and subordinated to Companies’s rights against
Obligor under the Agreements.


          7. Assignment. This Guaranty shall not be
assignable by Guarantor, but shall be
binding upon the successors to and legal representatives
of Guarantor. This Guaranty shall be assignable by Companies, both absolutely and as Equipment, and
shall inure to the benefit of their respective successors and assigns.


          8. Governing Law. This Guaranty shall be governed
by, and construed in accordance with, the law of the State of Illinois.


	
 

	
 

	
 


	
WFPT-2.02

	
Page 2

	
Exhibit B










          9. Severability. If any term, restriction
or covenant of this Guaranty is deemed illegal or unenforceable, all other terms, restrictions and covenants and the
application thereof to all persons
and circumstances subject hereto shall remain unaffected to the extent
permitted by law; and if any application of any term, restriction or covenant
to any person or circumstances is deemed illegal, the application of such term,
restriction or covenant to other persons and circumstances shall remain
unaffected to the extent permitted by law.


          10. Reinstatement.
Notwithstanding anything to the contrary contained in this Guaranty, Guarantor
agrees that, to the extent that Obligor makes a payment or payments to
Companies, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to Obligor, its estate, trustee, receiver or any other party, including, without limitation, a Guarantor,
under any bankruptcy law, state or federal law, common law or equitable theory, then to the extent of
such payment or repayment, Obligor’s Obligations under the Agreements or the
part thereof which has been paid, reduced or satisfied by such amount, and
Guarantor’s obligations hereunder with respect to same, shall be reinstated and
continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred.


          11. Financial
Statements. Guarantor hereby represents and warrants to Companies that the
signed financial statements delivered by Guarantor to Companies are true,
accurate and correct.


          12. Information
About Obligor. Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of Obligor, and any and all other
guarantors of the Agreements and of all other circumstances bearing upon the
risk of nonpayment or nonperformance of Obligor that diligent inquiry would
reveal and Guarantor hereby agrees that Companies shall have no duty to advise
Guarantor of information known to Companies regarding such condition or any
such circumstances or to undertake any investigation with respect thereto. If
Companies, in its sole discretion, undertakes at any time or from time to time
to provide any such information to Guarantor, Companies shall be under no obligation
to update any such information or to provide any such information to Guarantor
on any subsequent occasion.


          13. Joint
and Several Obligations. If there is more than one Guarantor hereunder, the
obligations of each Guarantor hereunder are joint and several with all other
Guarantors.


          14. Termination
by Guarantor. This Guaranty may be terminated by Guarantor giving Companies ten (10) days written notice thereof,
but such termination shall only be effective as to Agreements and amendments and schedules and other
supplements to Agreements entered into after the effective date of such
termination. If there is more than one (10) Guarantor hereunder, but less than
all such Guarantors sign the termination notice, then such termination shall be
effective (as described above) only as to those Guarantors signing the notice;
and the obligations of the remaining Guarantors shall remain unaffected by such
notice.


          15. Notices.
All notices hereunder shall be personally delivered, sent by registered or
certified U.S. mail or sent by a nationally recognized overnight courier
service, in each instance to the address set forth herein or such other address
as Guarantor or Companies may provide by notice to the other. Notices will be deemed given when received if delivered
personally (or if delivery is refused, when refused), three (3) business days after being mailed, postage
prepaid, or one (1) business day after being sent by such overnight courier.


	
 

	
 

	
 


	
WFPT-2.02

	
Page 3

	
Exhibit B













          IN WITNESS WHEREOF, the undersigned has (have) executed this Guaranty
as of the
day of _______________.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Individual
  Guarantor:

  	
   

  	
  Corporate
  Guarantor:

  
	
   

  	
  


  	
   

  	
  (Corporate
  Name:) Capsource Financial, Inc.

  	
   

  
	
  (Signature:)

  	
  


  	
   

  	
   

  	
   

  	
   

  
	
  (Print
  Name:)

  	
  


  	
   

  	
  (State of
  Formation, Incorporation or Organization:) Nevada

  
	
  (Address:)

  	
  


  	
   

  	
   

  
	
   

  	
  


  	
   

  	
  By:

  	
  


  
	
   

  	
  


  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
  Corporate
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
  2305 Canyon
  Boulevard Suite 103

  	
   

  
	
   

  	
   

  	
   

  	
  Boulder, CO
  80302

  
	
   

  	
   

  	
   

  	
  Attest:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Individual
  Guarantor:

  	
   

  	
  Corporate
  Guarantor:

  	
   

  
	
  (Signature:)

  	
  


  	
   

  	
  (Corporate
  Name:)

  	
  


  
	
  (Print
  Name:)

  	
  


  	
   

  	
   

  	
   

  	
   

  
	
  (Address:)

  	
  


  	
   

  	
  (State of
  Formation, Incorporation or Organization:)

  
	
   

  	
  


  	
   

  	
   

  	
   

  	
  


  
	
   

  	
  


  	
   

  	
  By: 

  	
  


  
	
   

  	
   

  	
   

  	
  Title:

  	
  


  
	
   

  	
   

  	
   

  	
  Corporate
  Address:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Individual
  Guarantor:

  	
   

  	
  Corporate
  Guarantor:

  	
   

  
	
  (Signature:)

  	
  


  	
   

  	
  (Corporate
  Name:)

  	
   

  	
   

  
	
  (Print
  Name:)

  	
  


  	
   

  	
   

  	
   

  	
   

  
	
  (Address:)

  	
  


  	
   

  	
  (State of
  Formation, Incorporation or Organization:)

  
	
   

  	
  


  	
   

  	
   

  	
   

  	
  


  
	
   

  	
  


  	
   

  	
  By: 

  	
  


  
	
   

  	
   

  	
   

  	
  Title:

  	
  


  
	
   

  	
   

  	
   

  	
  Corporate
  Address:

  	
  


  
	
   

  	
   

  	
   

  	
  Attest:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Individual Guarantor:

  	
   

  	
  Corporate
  Guarantor:

  	
   

  
	
  (Signature:)

  	
  


  	
   

  	
  (Corporate
  Name:)

  	
   

  	
   

  
	
  (Print
  Name:)

  	
  


  	
   

  	
   

  	
   

  	
   

  
	
  (Address:)

  	
  


  	
   

  	
  (State of
  Formation, Incorporation or Organization:)

  
	
   

  	
  


  	
   

  	
   

  	
   

  	
  


  
	
   

  	
  


  	
   

  	
  By:

  	
  


  
	
   

  	
   

  	
   

  	
  Title:

  	
  


  
	
   

  	
   

  	
   

  	
  Corporate
  Address:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Attest:

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  W
  FPT-2.02

  	
   

  	
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  B
  Signatory