Coachmen and Warrior Group Agreement


    EXHIBIT
      10.1

     

    
 

    MENTOR
      PROTÉGÉ AGREEMENT

     

    Coachmen
      Industries, Inc., 2831 Dexter Drive, Elkhart, IN 46514, hereinafter the "Mentor'
      or "Coachmen'", and The Warrior Group, Inc., a Texas Corporation with its
      principal place of business at 1624 Falcon Drive, Suite 100, DeSoto, TX 75115
      ,
      hereinafter the "Protégé" or "Warrior'" (collectively "parties"), hereby agree
      to enter into this Mentor Protégé Agreement ("Agreement") for their mutual
      benefit pursuant to the Title 13 Section 124.520 of the United States Code
      of
      Federal Regulations ("CFR"). This Agreement must be approved by the Small
      Business Administration (“SBA”). This Agreement becomes effective on the date
      that it is approved by the SBA, and Mentor will provide such assistance to
      the
      Protégé firm for at least one year.

     

    WHEREAS,
      Coachmen is a successful public company with approximately $800 million in
      revenues in 2004, and with several subsidiaries having significant experience
      in
      negotiating and performing building contracts governmental
      entities;

     

    WHEREAS,
      Coachmen during the performance of these contracts has developed particular
      expertise in the program management, financing and cash management of
      contracts,

     

    WHEREAS.
      Coachmen companies have entered into and successfully and profitably performed
      building and supply contracts as both a prime contractor and subcontractor,
      with
      both large and small businesses (as determined by the North American Industry
      Classification System ("NAICS") Codes of the SBA);

     

    WHEREAS,
      Warrior is a participant in the SBA's Section 8(a) Business Development ("BD"")
      program:

     

    WHEREAS,
      Warrior is a successful Section 8(a) BD contractor;

     

    WHEREAS;
      Warrior has experienced continuing difficulty in program management, financing
      and cash management of its contracts with the Federal Government;

     

    WHEREAS,
      the Parties believe that by entering into this Agreement Coachmen will be able
      to provide Warrior with the financial stability and management expertise
      necessary to effectively compete for Government contracts: and

     

    WHEREAS,
      Coachmen and Warrior agree that entering into this Agreement will primarily
      benefit Warrior and provide incidental benefits to Coachmen,

     

    NOW,
      THEREFORE, the parties agree to enter into this Agreement, subject only to
      the
      approval of the SBA.

     

    I
      .    Qualifications
      of Mentor

     

    a.     Coachmen
      is in its fortieth (40th)
      year of
      business and its thirty fifth (35th)
      as a
      publicly listed company. Its companies have, during its existence, successfully
      completed millions of dollars of government or federally funded work, as well
      as
      millions of dollars of private contracting.

    b.     Coachmen
      also enjoys an excellent technical reputation in its customer community, as
      well
      as a reputation in financial circles as a well-managed and financially strong
      operation. Coachmen has sustained an excellent track record in contract
      performance.

     

    c.     Coachmen
      has assembled a support infrastructure with extensive experience in (i)
      contracts and their administration; (ii) financial management; (iii) business
      and contract law: (iv) marketing, bidding and proposal preparation; and (v)
      human resources and benefits 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    administration.
      Coachmen can provide Warrior with appropriate access to this infrastructure
      as
      an element of its commitment to share its management expertise with
      Warrior.

     

    d.     Coachmen
      has been profitable for the last two years and thus possesses favorable
      financial health, as that term is defined in 13 CFR §§ 124.520(b)(1)(i) and
      (b)(3).

     

    e.     Coachmen
      is not on the Federal list of debarred or suspended contractors or proposed
      for
      suspension or debarment and thus possesses good character. 13 CFR §§ 124.520(b)
      (1) (ii) and (b) (1) (iii).

     

    f.     Based
      on
      its extensive experience in contracting with the Federal Government, Coachmen
      can provide Warrior with significant guidance and support in government and
      private sector contracting.

     

    g.     Coachmen's
      primary NAICS code is 321992.

     

    h.     Coachmen
      is
      not a Mentor to any other 8(a)BD or any other firm in the SBA's or any other
      Federal agency's Mentor Protégé Program.

     

    2.    Qualifications
      of Protégé

     

    a.     Warrior
      has established a reputation in the Government customer community for technical
      excellence and effective performance, but has not been as effective in the
      management and utilization of its financial resources. As such, Warrior
      currently finds itself unable to compete with larger, more financially strong
      concerns.

     

    b.     Warrior
      entered the 8(a)BD Program on 08/24/2001
      .

     

    c.     Warrior's
      primary 8(a) NAICS Code is 236220. The small business size of that NAILS Code
      requires that Warrior not exceed $28.5 million average sales over (3)
      consecutive years.

     

    d.     Warrior
      has never had revenue over $14.0 million which is less than half the standard
      corresponding to its primary NAICS Code and, therefore, is eligible to
      participate in the Mentor Protégé Program. 13 CFR §
      124.520(c)(1)(iii).

     

    e.     Warrior
      does not have any termination or suspension proceedings against it and is up
      to
      date with its reporting requirements. Thus, Warrior is in good standing in
      the
      8(a)BD Program. 13 CFR § 124.520(c)(2).

     

                     
      f.     Warrior
      does not have any other Mentors.

    


    3.    Assessment
      of Needs of Protégé

     

    To
      date,
      Warrior has primarily focused on Government related projects and has experienced
      success in this arena. However, in consultation with Coachmen, Warrior has
      identified the following areas in which it needs to increase or develop its
      expertise in order to remain competitive.

     

    a.     Private
      market.
      Warrior
      relies primarily on Government related projects and needs to expand into the
      commercial, educational and construction industries.

     

    b.     Ability
      to meet each state's building code requirements. Warrior
      must increase its knowledge of state and national building code
      requirements.

     

    c.   
Fleet
      management and logistics. In
      addition to the new custom transactions where the equipment being provided
      is
      built specifically for a project, Warrior needs to 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    increase
      its ability to manage a fleet of pre-built units in order to service clients
      when time restraints make custom-built products impossible.

     

    d.     Vendor
      pool. 
      Warrior
      needs to develop an established network of manufacturers and contractors
      nationwide.

     

    e.     Financial
      resources. 
      Warrior
      lacks the financial stability to aggressively attack sizable government or
      commercial projects with confidence, in part because Warrior lacks experience
      in
      utilizing various analysis tools used to assess and structure
      transactions.

     

    f.     Product
      lines. 
      Warrior
      has only had experience in providing modular wood framed buildings but needs
      to
      gain knowledge of concrete and steel products and value added products such
      as
      furniture, steps, ramps, telecommunications, security systems and storage
      equipment.

     

    g.     Managed
      growth. To
      successfully compete in the national federal contract arena, Warrior needs
      to
      learn management skills that will enable Warrior to establish multiple locations
      over the next 2-3 years.

     

    h.     Bonding.
      Warrior
      lacks sufficient bonding capacity to increase market share.

     

    i.     Quality
      Control. 
      Warrior
      will require QA/QC and manufacturing expertise as it relates to their modular
      procurement opportunities.

     

    4.    Assistance
      to Be Provided by Mentor

     

    a.     As
      indicated above. Coachmen has the contract management expertise and financial
      resources to mentor Warrior while it is in the 8(a)BD program.

     

    b.     General
      Assistance. To
      ensure
      Warrior's ongoing financial and contracting health. Coachmen and Warrior will
      meet on a not less than quarterly basis to (i) review the status of ongoing
      contracts, (ii) review prospective bidding opportunities, (iii) analyze
      cash-flow requirements
      and projected financial needs. (iv) review contract performance problems, and
      (v) determine technical and/or management assistance needed by Warrior, as
      necessary. Coachmen will also meet with customers as deemed necessary to assure
      them of Coachmen's continuing support to Warrior.

    


     

    c.     Targeted
      Assistance.
      Based
      upon the Coachmen's assessment of Warrior's needs, Coachmen will endeavor to
      help Warrior address each of the categories previously mentioned in Section
      3 in
      the following ways:

     

    i.    Private
      market.
      Coachmen services customers in the commercial, educational and construction
      industries and can provide Warrior with the benefit of over thirty years of
      marketing and customer service experience, and thereby assist Warrior in
      establishing a national brand name presence through Warrior /Coachmen Joint
      Venture Activities.

     

    ii.     Ability
      to meet each state's building code requirements.
      Warrior
      will have access to Coachmen's knowledge of state and national building code
      requirements. Coachmen maintains over 20 manufacturing facilities in the US
      and
      is responsible for meeting state codes throughout its marketing area. By
      partnering on commercial transactions Warrior will have the opportunity to
      become familiar with this process nationwide.

     

    iii.     Vendor
      pool.
      Coachmen
      has established a network of approved vendors, manufacturers and contractors
      throughout its marketing area. Through this relationship Warrior will have
      access to this vendor pool and be provided the opportunity to avail itself
      of
      the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    qualification
      process as well as establish relationships with these vendors. This will provide
      Warrior with the future ability to perform work on a
      nationwide
      basis.

     

    iv.   Financial
      resources.
      Coachmen
      can provide the financial stability to enable Warrior to aggressively attack
      larger government or commercial projects with confidence. Further, Coachmen
      can
      provide Warrior with its experience in utilizing various analysis tools used
      to
      assess and structure transactions. These resources include indemnity for Warrior
      as it relates to increasing its bonding capacity.

     

    v.    Product
      lines.
      In
      addition to modular wood framed buildings, Coachmen also provides concrete
      and
      steel buildings, modular homes, recreational vehicles, thermo-formed plastic
      products, and construction site services. Through the Mentor Program, Warrior
      will have the opportunity to learn about these products and provide itself
      additional growth opportunities

     

    vi.     Overall
      Growth.
      Coachmen
      will assist Warrior to the extent the parties deem necessary and appropriate
      in
      acquiring the management skills that will enable Warrior to establish multiple
      locations over the next 2-3 years.

     

    d.     In
      addition, Coachmen, in conformance with the Small and Disadvantaged
      Subcontracting requirements of Federal procurement, will endeavor to subcontract
      with Warrior in its areas of expertise.

     

    e.     Finally,
      Coachmen will attempt to expand Warrior's market access by advising and
      supporting contacts within the customer community and be available on a
      continuing basis to assist Warrior in overcoming the daily challenges of
      operating a small business.

    


    5.    Right
      to Terminate the Agreement

     

    Either
      Protégé or Mentor may terminate this Agreement upon 30-days advance written
      notice to the other party of the Mentor/Protégé relationship and to the
      SBA.

     

    6.    Relationship
      of the Parties

     

    This
      Agreement does not create a joint venture, partnership, or formal business
      relationship of any kind other than a Mentor Protégé relationship pursuant to 13
      CFR § 124.520. Thus, the parties agree that no legal relationship of any kind
      exists as a result of this Agreement, other than as expressly contained herein.
      Nor shall either party have the authority to create any obligation for the
      other
      party, except to the extent stated herein. Any attempt to do so without the
      express prior consent of the other party shall be void. 

     

    7.    Protection
      of
      Proprietary
      Information

     

    a.     The
      parties anticipate that it may be necessary for either party to transfer to
      the
      other information of a proprietary nature in connection with performance under
      this Agreement. All such information shall be so designated in writing on each
      page or sheet or by appropriate stamp or legend by the party to qualify as
      proprietary.

     

    b.     Each
      of
      the parties agrees that it will use the same reasonable efforts to protect
      the
      other party's proprietary information as are used to protect its own proprietary
      information.

     

    c.     Proprietary
      information shall be used only in preparation and submission and performance
      of
      this Agreement. However,
      the Mentor may, without liability, disclose to the SBA information received
      from
      the Protégé that is necessary for the evaluation, discussion or negotiation of
      the Agreement. If any such information is market proprietary, such marking
      will
      be retained on any disclosed information.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    d.     The
      Mentor assumes no responsibility for release of proprietary information by
      the
      U.S. Government to the general public pursuant to the Freedom of Information
      Act
      or any similar statute or regulation.

     

    e.     A
      party's
      obligations regarding the use of proprietary information are not applicable
      under the following conditions:

     

    If
      prior
      to the receipt thereof under this Agreement, the information has been developed
      independently by the party receiving it by persons not having access to the
      information, or was lawfully known to the party receiving it as demonstrated
      by
      written records, or has been lawfully received from other sources, including
      the
      SBA, provided such other source did not receive it due to a breach of this
      Agreement;

     

    If.
      subsequent to the receipt thereof under this Agreement, (a) the information
      is
      published by the party furnishing it or is disclosed by the party furnishing
      it
      to others, including the customer, without restriction, (b) the information
      has
      been lawfully obtained by the party receiving it from other sources, including
      the SBA, provided
      such other source did not receive it due to a breach of this Agreement, or
      (c)
      such information otherwise comes within the public knowledge or becomes
      generally known to the public without fault of the recipient.

    


    f.     Proprietary
      information furnished hereunder shall remain the property of the furnishing
      party and shall be returned to it promptly upon request. Neither this Agreement
      nor the furnishing of any information hereunder by either party to the other
      shall be construed as granting any license under or right in any invention,
      patent, trade secret, trademark, copyright, data or information of the
      disclosing party.

     

    g.     Notwithstanding
      the expiration of other portions of this Agreement, the obligations of the
      parties under this paragraph shall continue for a period of two (2) years from
      the termination of this Agreement or disclosure, whichever is
      earlier.

     

    8.   Limitation
      of Liability

     

    NEITHER
      PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS,
      LOSS OF BUSINESS,
      OR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE OTHER PARTY,
      WHETHER SUCH DAMAGES ARE ALLEGED TO HAVE RESULTED FROM BREACH OF CONTRACT OR
      TORT, FOR ANYTHING RELATING TO OR ARISING OUT OF THIS AGREEMENT.

     

    9.   Indemnification

     

    SUBJECT
      TO ARTICLE 8 ABOVE, EACH PARTY SHALL INDEMNIFY AND HOLD THE OTHER HARMLESS
      FROM
      ANY AND ALL CLAIMS, ACTIONS, DAMAGES AND LIABILITIES (INCLUDING REASONABLE
      ATTORNEY'S FEES) TO THE EXTENT ARISING DIRECTLY AND PROXIMATELY OUT OF THE
      INDEMNIFYING PARTY'S NEGLIGENCE, OR WILLFUL, WANTON OR RECKLESS CONDUCT AND
      WHICH RESULTS IN DEATH OR AN OCCURRENCE CAUSING BODILY INJURY OR DAMAGE TO
      ANY
      REAL OR TANGIBLE PERSONAL PROPERTY, ARISING FROM OR RELATING TO THE PERFORMANCE
      OF THIS AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10.   Assignment

     

    Neither
      this Agreement nor any of the responsibilities here-under may be assigned or
      otherwise transferred by either party, in whole or in part, to any entity that
      is not a party
      to
      this
      Agreement without the express, prior written consent of the
      other
      party. Such consent shall not be unreasonably withheld. Absent such express,
      prior written consent, any attempted assignment to any entity that is not a
      party to this Agreement shall be null and void and have no effect on either
      party's obligations under this Agreement.

     

    11.   Amendment
      of Agreement

     

    This
      Agreement shall not be amended or modified, nor shall any waiver, right, or
      obligation hereunder be effective unless set forth in a document executed by
      duly authorized representatives of each party. Any change to the Agreement
      must
      be approved in advance by the SBA.

     

    12.   Notices

    


    Any
      notice, modification, change. consent, demand or request required or permitted
      by this Agreement shall be deemed to have been sufficiently given when
      personally delivered, delivered by overnight carriers, or transmitted by first
      class United States Mail, postage prepaid, addressed as follows: 

    


    
      	 	
              To
                Mentor:

            	
              To
                Protégé:

            	 
	 	
              Coachmen
                Industries, Inc.

            	
              The
                Warrior Group, Inc.

            	 
	 	
              2831
                Dexter Drive

            	
              1624
                Falcon Drove., Suite 100

            	 
	 	
              P.
                0. Box 3300

            	
              DeSoto,
                TX 75115 

            	 
	 	
              Elkhart,
                IN 46515

            	
               

            	 
	 	
              Attn:
                General Counsel

            	
              Attn:
                V. Gail Warrior-Lawrence

            	 
	 	
              Phone:
                (574) 262-0123

            	
              Phone:
                972-228-9955

            	 
	 	
              Facsimile:
                (574) 264-2013

            	
              Facsimile:
                972-228-9972

            	 


    

    


    13.   Law

     

    This
      Agreement shall be governed by the interpreted according to the laws of the
      State of Indiana.

     

    14.   Authority

    


    The
      parties represent that the undersigned are duly authorized representatives
      of
      the parties and have the authority to bind the respective parties to this
      Agreement.

     

    


    


    IN
      WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement
      to be executed by its duly authorized representative as of the day and year
      written below.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              COACHMEN
                INDUSTRIES, INC.

               

            	 	
              THE
                WARRIOR GROUP, INC.

               

            
	
               

               

              By:   
                /s/   Matt
                Schafer                                           
                

            	 	
               

               

              By:  
                /s/  Gail Warrior
                Lawrence        
                

            
	 	 	 
	
              Its:
                President
                and Chief Operating Officer

               

            	 	
              Its:
                 President and Chief Executive Officer

            
	 	 	 
	
              Date:June
                16, 2005

               

            	 	
              Date:
                June 16, 2005