**Exhibit 10.12**

**LIMITED CONSENT, JOINDERAND FOURTH OMNIBUS AMENDMENT**

This LIMITED CONSENT, JOINDER AND FOURTH OMNIBUSAMENDMENT (this “Amendment”) is entered into as of this 10th day of October, 2006 by and among J.B. POINDEXTER& CO., INC., aDelaware corporation (“Poindexter”), MORGAN TRUCK BODY, LLC, a Delawarelimited liability company (“Morgan LLC”), TRUCK ACCESSORIES GROUP, LLC, a Delaware limited liabilitycompany (“TAG LLC”), MIC GROUP, LLC, a Delaware limited liabilitycompany (“MIC LLC”), MORGAN OLSON, LLC, a Delaware limited liabilitycompany (“MO LLC”), EFP, LLC, a Delaware limited liability company (“EFPLLC”) and FEDERAL COACH, LLC, a Delaware limited liability company (“FederalCoach”) (Poindexter, Morgan LLC, TAG LLC, MIC LLC, MOC LLC, EFP LLC andFederal Coach are each a “Borrower”and collectively referred to as “Borrowers”),the other Loan Parties signatory hereto, LaSalle Bank National Association,****a national banking association, for itself, as a Lender,and as Agent for Lenders, and all other Lenders parties hereto.  Unless otherwise specified herein,capitalized terms used in this Amendment shall have the meanings ascribed tothem by the Loan Agreement (as hereinafter defined).

**RECITALS**

WHEREAS, Poindexter, MORGAN CORPORATION (f/k/a Morgan Trailer Mfg. Co.), a New Jersey corporation (“Morgan”),TRUCK ACCESSORIES GROUP, INC., aDelaware corporation (“TAG”), MIC GROUP, INC. (f/k/a Magnetic Instruments Corp.), a Delaware corporation (“MIC”),MORGAN OLSON CORPORATION, a Delaware corporation (“MOC”), EFPCORPORATION, a Delaware corporation (“EFP”) and Federal Coach, the otherLoan Parties, Agent and Lenders have entered into that certain Loan andSecurity Agreement dated as of March 15, 2004 (as amended by that certain FirstAmendment to Loan and Security Agreement dated as of May 13, 2004, that certainLimited Consent and Second Amendment dated as of November 3, 2004, that certainLimited Consent and Omnibus Amendment dated as of December 30, 2004, thatcertain Third Amendment to Loan and Security Agreement dated as of January 20,2005, that certain Amendment No. 4 to Loan and Security Agreement dated as ofApril 25, 2005, that certain Limited Consent and Second Omnibus Amendment,dated as of June 7, 2005, that certain Third Omnibus Amendment, dated as ofJanuary 20, 2006 and as may be further amended, supplemented, restated orotherwise modified from time to time, the “Loan Agreement”);

WHEREAS, Borrowers and the other Loan Parties haveadvised Agent and Lenders that on September 30, 2006 (i) TAG was converted froma Delaware corporation into a Delaware limited liability company named “TruckAccessories Group, LLC”; (ii) EFP was converted from a Delaware corporationinto a Delaware limited liability company named “EFP, LLC”; (iii) MIC wasconverted from a Delaware corporation into a Delaware limited liability companynamed “MIC, LLC”; (iv) Universal Brixius, Inc. was converted from a Wisconsincorporation into a Delaware limited liability company named “Universal Brixius,LLC” and (v) Morgan Olson Corporation was converted from a Delaware corporationinto a Delaware limited liability company named “Morgan Olson, LLC”(collectively, the “LLC Conversions”);

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WHEREAS, Borrowers and the other Loan Parties havealso advised Agent and Lenders that on September 30, 2006 (i) Eagle SpecialtyVehicles, Inc., an Ohio corporation was merged into Eagle Specialty Vehicles,LLC, a Delaware limited liability company (“Eagle LLC”), a newly formedlimited liability company with such limited liability company being thesurviving entity and (ii) Morgan was merged into Morgan Truck Body, LLC, aDelaware limited liability company (“Morgan LLC”), a newly formedlimited liability company with such limited liability company being thesurviving entity (collectively, the “Mergers”); and

WHEREAS, Borrowers and the other Loan Parties desirethat (i) Agent and Lenders provide their consent to the LLC Conversions and theMergers and (ii) Agent and Lenders amend certain provisions of the LoanAgreement and the Other Agreements as herein set forth.

NOW THEREFORE, in consideration of the foregoingrecital, mutual agreements contained herein and for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Borrowers, the other Loan Parties, Agent and Lenders hereby agree as follows:

# **SECTION 1.         LimitedConsents**.  Subjectto the conditions precedent set forth in Section 5 hereof, Agent andLenders hereby consent to the LLC Conversions and the Mergers.

# **SECTION 2.         Omnibus Amendment to Loan Agreement and each OtherAgreement**.

## (a)           Eachreference in the Loan Agreement and in each Other Agreement to “MORGANCORPORATION (f/k/a Morgan Trailer Mfg. Co.), a NewJersey corporation” or “Morgan”, as applicable, shall be deemed to bereference to “MORGAN TRUCK BODY, LLC, a Delaware limited liability company” or “MorganLLC”, as applicable;

## (b)           Eachreference in the Loan Agreement and in each Other Agreement to “TRUCKACCESSORIES GROUP, INC., a Delaware corporation” or “TAG”, asapplicable, shall be deemed to be reference to “TRUCK ACCESSORIES GROUP, LLC, aDelaware limited liability company” or “TAG LLC”, as applicable;

## (c)           Eachreference in the Loan Agreement and in each Other Agreement to “EFPCORPORATION, a Delaware corporation” or “EFP”, as applicable, shall bedeemed to be reference to “EFP, LLC, a Delaware limited liability company” or “EFPLLC”, as applicable;

## (d)           Eachreference in the Loan Agreement and in each Other Agreement to “MORGAN OLSONCORPORATION, a Delaware corporation” or “MOC”, as applicable, shall be deemedto be reference to “MORGAN OLSON, LLC, a Delaware limited liability company” or“MO LLC”, as applicable;

## (e)           Eachreference in the Loan Agreement and in each Other Agreement to “ MIC GROUP, INC.(f/k/aMagnetic Instruments Corp.), aDelaware corporation” or “MIC”, as applicable, shall be deemed to bereference to “MICGROUP, LLC, a Delaware limited liability company” or “MIC LLC”,as applicable;

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## (f)            Eachreference in the Loan Agreement and in each Other Agreement to “UNIVERSALBRIXIUS, INC., a Wisconsin corporation” shall be deemed to be referenceto “UNIVERSALBRIXIUS, LLC, a Delaware limited liability company”; and

## (g)           Eachreference in the Loan Agreement and in each Other Agreement to “EAGLE SPECIALTYVEHICLES, INC. (f/k/a Kellerman Coach Co., Inc.), an Ohio corporation” or “Kellerman Coach”, asapplicable, shall be deemed to be reference to “EAGLE SPECIALTY VEHICLES, LLC, a Delawarelimited liability company” or “Eagle LLC”, as applicable.

# **SECTION 3.         Joinders**.

## (a)           MorganLLC hereby assumes, and agrees to perform, for the benefit of Agent andLenders, all of the Liabilities of a Borrower and a Loan Party under the LoanAgreement, as direct and primary obligations of Morgan LLC (including any suchLiabilities that may have accrued prior to the date hereof), and further agreesthat it shall comply with and be fully bound by the terms of the Loan Agreementas a Borrower and a Loan Party as if it had been a signatory thereto as of thedate thereof; provided that the representations and warranties made byMorgan LLC thereunder shall be deemed true and correct as of the date of thisAmendment.

## (b)           EagleLLC hereby assumes, and agrees to perform, for the benefit of Agent andLenders, all of the Liabilities of a Loan Party under the Loan Agreement, asdirect and primary obligations of Eagle LLC (including any such Liabilitiesthat may have accrued prior to the date hereof), and further agrees that itshall comply with and be fully bound by the terms of the Loan Agreement as aLoan Party as if it had been a signatory thereto as of the date thereof; providedthat the representations and warranties made by Eagle LLC thereunder shall bedeemed true and correct as of the date of this Amendment.

## (c)           Eachof the following Exhibits and Schedules to the Loan Agreement ishereby amended and restated in its entirety to read as provided on the Exhibitsand Schedules attached hereto corresponding thereto:

Exhibit A — Business and Collateral Locations

Exhibit E — Notice Information

Schedule 11(f) —Corporate Organizational Numbers

Schedule 11(j) — Names & Trade Names

Schedule 11(p) — Parent, Subsidiaries And Affiliates

# **SECTION 4.         Acknowledgements**.

## (a)           TheBorrowers and the Loan Parties covenant and agree that the Borrowers and theLoan Parties shall deliver, or shall cause to be delivered, to Agent (each inform and substance satisfactory to Agent) such other documents, agreements,certificates or other items as Agent shall reasonably require to effectuate theintent of this Amendment.

# **SECTION 5.         Effectiveness**.  The effectiveness of this Amendment issubject to the satisfaction of each the following conditions precedent:

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## (a)           ThisAmendment shall have been duly executed and delivered by Borrowers, LoanParties, Agent and each Lender;

## (b)           Agentshall have received each of the agreements, documents, certificates, opinionsor other instruments listed on the closing checklist attached hereto as AnnexA, each duly executed by the parties thereto (as applicable) and each inform and substance satisfactory to Agent and on or before the dates listedtherein; and

## (c)           Therepresentations and warranties contained herein shall be true and correct inall material respects.

# **SECTION 6.         Representations and Warranties**.  In order to induce Agent and each Lender toenter into this Amendment, each Loan Party hereby represents and warrants toAgent and each Lender, which representations and warranties shall survive theexecution and delivery of this Amendment, that:

## (a)           allof the representations and warranties contained in the Loan Agreement and in eachOther Agreement are true and correct in all material respects as of the datehereof after giving effect to this Amendment, except to the extent that anysuch representations and warranties expressly relate to an earlier date;

## (b)           theexecution, delivery and performance by Loan Parties of this Amendment has beenduly authorized by all necessary corporate action required on their part andthis Amendment, and the Loan Agreement is the legal, valid and bindingobligation of Loan Parties enforceable against Loan Parties in accordance withits terms, except as its enforceability may be affected by the effect ofbankruptcy, insolvency, reorganization, moratorium or other similar laws now orhereafter in effect relating to or affecting the rights or remedies ofcreditors generally;

## (c)           neitherthe execution, delivery and performance of this Amendment by Loan Parties, theperformance by Loan Parties of the Loan Agreement nor the consummation of thetransactions contemplated hereby does or shall contravene, result in a breachof, or violate (i) any provision of any Loan Party’s certificate or articles ofincorporation or formation, bylaws or operating agreement or other similardocuments or agreements, (iii) any law or regulation, or any order or decree ofany court or government instrumentality, or (iii) any indenture, mortgage, deedof trust, lease, agreement or other instrument to which any Loan Party or anyof its Subsidiaries is a party or by which any Loan Party or any of itsSubsidiaries or any of their property is bound, except in any such case to theextent such conflict or breach has been waived herein or by a written waiverdocument, a copy of which has been delivered to Agent on or before the datehereof; and

## (d)           noDefault or Event of Default has occurred and is continuing.

# **SECTION 7.         Reference to and Effect Upon the Loan Agreement.**

## (a)           Except asspecifically set forth above, the Loan Agreement and each of the OtherAgreements shall remain in full force and effect and are hereby ratified andconfirmed; and

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## (b)           the consents and amendments set forth hereinare effective solely for the purposes set forth herein and shall be limitedprecisely as written, and shall not be deemed to (i) be a consent to anyamendment, waiver or modification of any other term or condition of the LoanAgreement or any Other Agreement, (ii) operate as a waiver or otherwiseprejudice any right, power or remedy that Agent or Lenders may now have or mayhave in the future under or in connection with the Loan Agreement or any OtherAgreement or (iii) constitute a waiver of any provision of the Loan Agreementor any Other Agreement, except as specifically set forth herein.  Upon the effectiveness of this Amendment,each reference in the Loan Agreement to “this Agreement”, “herein”, “hereof”and words of like import and each reference in the Loan Agreement and the OtherAgreements to the Loan Agreement shall mean the Loan Agreement as amendedhereby.  This Amendment shall beconstrued in connection with and as part of the Loan Agreement.  Each Loan Party hereby acknowledges and agrees that there is nodefense, setoff or counterclaim of any kind, nature or description to theLiabilities or the payment thereof when due.

# **SECTION8.           Costs And Expenses**.  As provided in Section 4(c)(v) of theLoan Agreement, Borrowers agree to reimburse Agent for all fees, costs, andexpenses, including the reasonable fees, costs, and expenses of counsel orother advisors for advice, assistance, or other representation in connectionwith this Amendment.

# **SECTION9.           GOVERNING LAW**.THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THEINTERNAL LAWS OF THE STATE OF ILLINOIS.

# **SECTION10.        Headings**.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute partof this Amendment for any other purposes.

# **SECTION11.        Counterparts**.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original,but all such counterparts shall constitute one and the same instrument.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executedand delivered this Amendment as of the date first written above.

**BORROWERS:**
| **J.B. POINDEXTER & CO., INC.** | ** ** |
|-------------------------------------|------------|
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |
| ** **                          | ** ** |
| ** **                          | ** ** |
| **MORGAN TRUCK BODY, LLC**          | ** ** |
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |
| ** **                          | ** ** |
| ** **                          | ** ** |
| **TRUCK ACCESSORIES GROUP, LLC**    | ** ** |
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |
| ** **                          | ** ** |
| ** **                          | ** ** |
| **MIC GROUP, LLC**                  | ** ** |
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |
| ** **                          | ** ** |
| ** **                          | ** ** |
| **MORGAN OLSON, LLC**               | ** ** |
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |
| ** **                          | ** ** |
| ** **                          | ** ** |
| **EFP, LLC**                        | ** ** |
| ** **                          | ** ** |
| ** **                          | ** ** |
| By:                                 |       |   |
| Name:                               |       |   |
| Title:                              |       |   |

 

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| **FEDERAL COACH, LLC** | ** ** |
|------------------------|------------|
| ** **             | ** ** |
| ** **             | ** ** |
| By:                    |       |   |
| Name:                  |       |   |
| Title:                 |       |   |

 

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| **MORGAN LLC:**                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of Morgan Corporation (f/k/a Morgan Trailer Mfg. Co.), a New  Jersey corporation, and hereby expressly assumes all of the obligations of  Morgan Corporation (f/k/a Morgan Trailer Mfg. Co.), a New Jersey corporation,  as a Borrower and a Loan Party under the Loan Agreement and the Other  Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| **MORGAN TRUCK BODY, LLC**                                                                                                                                                                                                                                                                                                                                                                                                | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                                                                                       |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                     |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                                                                                    |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** |

 

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| **TAG LLC:**                                                                                                                                                                                                                                                                                                                                                               | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                 | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of Truck Accessories Group, Inc., a Delaware corporation, and  hereby expressly assumes all of the obligations of Truck Accessories Group,  Inc., a Delaware corporation, as a Borrower and a Loan Party under the Loan  Agreement and the Other Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                       | ** ** |
| **TRUCK ACCESSORIES GROUP, LLC**                                                                                                                                                                                                                                                                                                                                           | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                       | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                       | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                                        |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                                      |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                                     |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                 | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                 | ** ** |

 

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| **EFP LLC:**                                                                                                                                                                                                                                                                                                                                    | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                      | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of EFP Corporation., a Delaware corporation, and hereby expressly  assumes all of the obligations of EFP Corporation, a Delaware corporation, as  a Borrower and a Loan Party under the Loan Agreement and the Other  Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                            | ** ** |
| **EFP, LLC**                                                                                                                                                                                                                                                                                                                                    | ** ** |
|                                                                                                                                                                                                                                                                                                                                            | ** ** |
|                                                                                                                                                                                                                                                                                                                                            | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                             |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                           |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                          |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                      | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                      | ** ** |

 

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** **
| **MIC LLC:**                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of MIC GROUP, INC. (f/k/a Magnetic Instruments Corp.),  a Delaware corporation, and hereby  expressly assumes all of the obligations of MIC GROUP, INC. (f/k/a Magnetic Instruments Corp.), a Delaware corporation, as a Borrower and a Loan Party under the  Loan Agreement and the Other Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** |
| **MIC GROUP, LLC**                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                                                                                  |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                                                                               |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** |

 

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** **
| **MO LLC:**                                                                                                                                                                                                                                                                                                                                                     | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of MORGAN OLSON CORPORATION, a Delaware corporation, and hereby expressly assumes all of the  obligations of MORGAN OLSON CORPORATION, a Delaware corporation, as a Borrower and a Loan Party under the  Loan Agreement and the Other Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
| **MORGAN OLSON, LLC**                                                                                                                                                                                                                                                                                                                                           | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                             |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                           |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                          |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |

 

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** **
| **AGENT AND LENDER:**                  | ** ** |
|----------------------------------------|------------|
| ** **                             | ** ** |
| ** **                             | ** ** |
| **LASALLE BANK NATIONAL ASSOCIATION**, | ** ** |
| as Agent and Lender                    | ** ** |
| ** **                             | ** ** |
|                                   | ** ** |
| By:                                    |       |   |
| Name:                                  |       |   |
| Title:                                 |       |   |
| ** **                             | ** ** |
| ** **                             | ** ** |

 

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The following Persons are signatories to thisAmendment in their capacities as Loan Parties, not as Borrowers:
| **LOAN PARTIES:**                         | ** ** | ** ** |
|-------------------------------------------|------------|------------|
| ** **                                | ** ** | ** ** |
| ** **                                | ** ** | ** ** |
| **LOWY GROUP, INC.**                      |
| ** **                                |
| ** **                                | ** ** | ** ** |
| By:                                       | ** ** | ** ** |
| Name:                                     | ** ** | ** ** |
| Title:                                    | ** ** | ** ** |
|                                      | ** ** | ** ** |
|                                      | ** ** | ** ** |
| **RAIDER INDUSTRIES INC.**                |
| ** **                                |
| ** **                                | ** ** | ** ** |
| By:                                       | ** ** | ** ** |
| Name:                                     | ** ** | ** ** |
| Title:                                    | ** ** | ** ** |
|                                      | ** ** | ** ** |
|                                      | ** ** | ** ** |
| **SWK HOLDINGS, INC.**                    |
| ** **                                |
| ** **                                | ** ** | ** ** |
| By:                                       | ** ** | ** ** |
| Name:                                     | ** ** | ** ** |
| Title:                                    | ** ** | ** ** |
|                                      | ** ** | ** ** |
|                                      | ** ** | ** ** |
| **UNIVERSAL BRIXIUS, LLC**                |
| ** **                                |
| ** **                                | ** ** | ** ** |
| By:                                       | ** ** | ** ** |
| Name:                                     | ** ** | ** ** |
| Title:                                    | ** ** | ** ** |
|                                      | ** ** | ** ** |
|                                      | ** ** | ** ** |
| **MORGAN TRAILER FINANCIAL  CORPORATION** |
| ** **                                |
| ** **                                | ** ** | ** ** |
| By:                                       | ** ** | ** ** |
| Name:                                     | ** ** | ** ** |
| Title:                                    | ** ** | ** ** |
|                                           |            |            |  |

 

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** **
| **MORGAN TRAILER FINANCIAL**      |
|-----------------------------------|
| **MANAGEMENT, L.P.**              |
| ** **                        |
| ** **                        |
| By:                               | **MORGAN TRUCK BODY, LLC**, | ** ** |
| ** **                        | its general partner | ** ** |
| ** **                        | ** ** | ** ** |
| By:                               | ** ** | ** ** |
| Name:                             | ** ** | ** ** |
| Title:                            | ** ** | ** ** |
|                              | ** ** | ** ** |
|                              | ** ** | ** ** |
| **COMMERCIAL BABCOCK INC.**       |
| ** **                        |
| ** **                        | ** ** | ** ** |
| By:                               | ** ** | ** ** |
| Name:                             | ** ** | ** ** |
| Title:                            | ** ** | ** ** |
|                              | ** ** | ** ** |
| ** **                        |
| **EAGLE SPECIALTY VEHICLES, LLC** |
| ** **                        |
| ** **                        | ** ** | ** ** |
| By:                               | ** ** | ** ** |
| Name:                             | ** ** | ** ** |
| Title:                            | ** ** | ** ** |

 

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** **
| **UB LLC:**                                                                                                                                                                                                                                                                                                                                                     | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of UNIVERSAL BRIXIUS, INC., a Wisconsin corporation, and hereby expressly assumes all of the  obligations of UNIVERSAL BRIXIUS, INC., a Wisconsin corporation, as a Borrower and a Loan Party under the  Loan Agreement and the Other Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
| **UNIVERSAL BRIXIUS, LLC**                                                                                                                                                                                                                                                                                                                                      | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
|                                                                                                                                                                                                                                                                                                                                                            | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                             |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                           |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                          |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                      | ** ** |

 

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** **
| **Eagle LLC:**                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** |
| The undersigned hereby  acknowledges and agrees that it is liable for all of the obligations and  liabilities of EAGLE SPECIALTY VEHICLES, INC. (f/k/a Kellerman Coach Co.,  Inc.), an Ohio corporation,  and hereby expressly assumes all of the obligations of EAGLE SPECIALTY  VEHICLES, INC. (f/k/a Kellerman Coach Co., Inc.), an Ohio corporation, as a Borrower and a Loan Party under the  Loan Agreement and the Other Agreements. | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** |
| **EAGLE SPECIALTY VEHICLES, LLC**                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** |
| By:                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |   |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |   |
| Title:                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** |

 

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**Annex A**

[See Attached.]

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